UNITED STATES

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: September 2024 (Report No. 4)

 

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

 

This Report of Foreign Private Issuer on Form 6-K consists of Nano Dimension Ltd.’s (the “Registrant”) (i) Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2024, which are attached hereto as Exhibit 99.1; and (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2024, which is attached hereto as Exhibit 99.2.

 

This Report on Form 6-K is incorporated by reference into the registration statements on Form F-3 (File No. 333-255960333-233905333-252848, and 333-278368) and Form S-8 (File No. 333-214520333-248419 and 333-269436) of the Registrant, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibit No.   
99.1  Nano Dimension Ltd.’s Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2024.
99.2  Nano Dimension Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operation for the Six Months Ended June 30, 2024.
101  The following financial information from the Registrant’s Unaudited Interim Condensed Financial Statements as of June 30, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Interim Statements of Financial Position, (ii) Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income, (iii) Unaudited Condensed Consolidated Interim Statements of Changes in Equity; (iv) Unaudited Condensed Consolidated Interim Statements of Cash Flow; and (v) Notes to the Unaudited Condensed Consolidated Interim Financial Statements.
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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: September 30, 2024 By: /s/ Tomer Pinchas
  Name:  Tomer Pinchas
  Title: Chief Financial and Operating Officer

 

 

2

 

 

Exhibit 99.1

 

Nano-Dimension Ltd.

 

Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2024

 

Table of Contents

 

  Page
Unaudited Condensed Consolidated Interim Financial Statements:  
   
Unaudited Condensed Consolidated Interim Statements of Financial Position F-2
   
Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income F-3
   
Unaudited Condensed Consolidated Interim Statements of Changes in Equity F-4
   
Unaudited Condensed Consolidated Interim Statements of Cash Flow F-6
   
Notes to the Unaudited Condensed Consolidated Interim Financial Statements F-7 – F-14

 

F-1

 

Nano Dimension Ltd.

Unaudited Condensed Consolidated Interim Statements of Financial Position as at

(In thousands of USD)

 

   December 31,   June 30, 
   2023   2024 
(In thousands of USD)        
Assets        
Cash and cash equivalents   309,571    231,777 
Bank deposits   541,967    532,042 
Restricted deposits   60    60 
Trade receivables   12,710    12,150 
Other receivables   11,290    5,134 
Inventory   18,390    19,289 
Total current assets   893,988    800,452 
           
Restricted deposits   881    875 
Investment in securities   138,446    81,342 
Property plant and equipment, net   16,716    15,969 
Right-of-use assets   12,072    10,104 
Intangible assets   2,235    2,235 
Total non-current assets   170,350    110,525 
Total assets   1,064,338    910,977 
           
Liabilities          
Trade payables   4,696    2,935 
Other payables   25,265    20,374 
Current portion of lease liability   4,473    3,558 
Current portion of bank loan   38    139 
Total current liabilities   34,472    27,006 
           
Liability in respect of government grants   1,895    2,019 
Employee benefits   2,773    3,698 
Long term Lease liability   8,742    7,652 
Deferred tax liabilities   75    
-
 
Loan from banks   595    347 
Total non-current liabilities   14,080    13,716 
Total liabilities   48,552    40,722 
           
Equity          
Non-controlling interests   1,011    618 
Share capital   400,700    405,690 
Share premium and capital reserves   1,299,542    1,301,022 
Treasury shares   (97,896)   (167,651)
Foreign currency translation reserve   2,929    1,252 
Remeasurement of net defined benefit liability (IAS 19)   707    (726)
Accumulated loss   (591,207)   (669,950)
Equity attributable to owners of the Company   1,014,775    869,637 
Total equity   1,015,786    870,255 
Total liabilities and equity   1,064,338    910,977 

 

F-2

 

Nano Dimension Ltd.

Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income

(In thousands of USD, except per share amounts)

 

   Six Months Ended
June 30,
 
   2023   2024 
   Thousands   Thousands 
   USD   USD 
Revenues   29,702    28,350 
Cost of revenues   16,447    15,299 
Cost of revenues - write-down of inventories   194    65 
Total cost of revenues   16,641    15,364 
Gross profit   13,061    12,986 
Research and development expenses   35,636    18,254 
Sales and marketing expenses   15,703    13,738 
General and administrative expenses   23,355    18,183 
Other expenses, net   
-
    2,612 
Operating loss   (61,633)   (39,801)
Finance income   80,780    21,846 
Finance expense   6,442    61,143 
Income (loss) before taxes on income   12,705    (79,098)
Taxes expenses benefit   (152)   (125)
Income (loss) for the period   12,553    (79,223)
Loss attributable to non-controlling interests   (550)   (480)
Income (loss) attributable to owners   13,103    (78,743)
Income (loss) per share          
Basic and diluted income (loss) per share
   0.05    (0.35)
           
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)
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)
Total other comprehensive loss for the period   (463)   (3,141)
Total comprehensive income (loss) for the period   12,090    (82,364)
Comprehensive loss attributable to non-controlling interests   (546)   (511)
Comprehensive income (loss) attributable to owners of the Company   12,636    (81,853)

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

 

F-3

 

Nano Dimension Ltd.

Unaudited Condensed Consolidated Interim Statements of Changes in Equity

(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
 
For the six months ended
June 30, 2024:
  Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
Balance as of 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 

 

 

F-4

 

Nano Dimension Ltd.

Unaudited Condensed Consolidated Interim Statements of Changes in Equity

(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
 
For the six months ended
June 30, 2023:
  Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
   Thousands
USD
 
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 
Investment of non-controlling party in subsidiary   
    
    
    
    
    
    
    671    671 
Income for the period   
    
    
    
    
    13,103    13,103    (550)   12,553 
Other comprehensive income (loss) for the period   
    
    (1,060)   
    593    
    (467)   4    (463)
Exercise of warrants, options and vesting of RSUs   7,832    (7,832)   
    
    
    
    
    
    
 
Repurchase of treasury shares   
    
    
    (23,259)   
    
    (23,259)   
    (23,259)
Share-based payment acquired   
    (1,780)   
    
    
    
    (1,780)   
    (1,780)
Share-based payments   
    11,542    
    
    
    
    11,542    
    11,542 
Balance as of June 30, 2023   396,238    1,298,124    1,448    (24,768)   1,176    (523,554)   1,148,664    892    1,149,556 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statement

 

F-5

 

Nano Dimension Ltd.

Unaudited Condensed Consolidated Interim Statements of Cash Flow

(In thousands of USD)

 

   Six Months Ended
June 30,
 
   2023   2024 
Cash flow from operating activities:        
Net income (loss) for the period   12,553    (79,223)
Adjustments:          
Depreciation and amortization   2,963    3,431 
Financing income, net   (17,622)   (17,840)
Revaluation of financial liabilities accounted at fair value   485    33 
Revaluation of financial assets accounted at fair value   (57,201)   57,104 
Loss from disposal of property plant and equipment and right-of-use assets   345    6 
Increase in deferred tax   (95)   
 
Share-based payments   11,542    6,833 
Other   68    74 
    (59,515)   49,641 
Changes in assets and liabilities:          
Increase in inventory   (1,212)   (1,899)
Decrease in other receivables   669    5,845 
(Increase) decrease in trade receivables   (6,039)   3 
Decrease in other payables   (1,345)   (3,779)
Increase (decrease) in employee benefits   (399)   132 
Decrease in trade payables   (828)   (1,410)
           
    (9,154)   (1,108)
Net cash used in operating activities   (56,116)   (30,690)
           
Cash flow from investing activities:          
Change in bank deposits   (151,391)   5,412 
Interest received   17,998    22,715 
Change in restricted bank deposits   (34)   (25)
Acquisition of property plant and equipment   (7,121)   (1,169)
Acquisition of intangible asset   
    (711)
Payment of a liability to pay a contingent consideration of business combination   (9,255)   
 
Net cash from (used in) investing activities   (149,803)   26,222 
           
Cash flow from financing activities:          
Lease payments   (2,471)   (2,306)
Repayment of long-term bank debt   (96)   (107)
Proceeds from non-controlling interests   550    
 
Amounts recognized in respect of government grants liability   (172)   (101)
Payments of share price protection recognized in business combination   (1,780)   (363)
Repurchase of treasury shares   (19,741)   (69,755)
Net cash used in financing activities   (23,710)   (72,632)
Decrease in cash and cash equivalents   (229,629)   (77,100)
Cash and cash equivalents at beginning of the period   685,362    309,571 
Effect of exchange rate fluctuations on cash   (1,178)   (694)
Cash and cash equivalents at end of the period   454,555    231,777 
           
Non-cash transactions:          
Property plant and equipment acquired on credit   328    176 
Repurchase of treasury shares on credit   3,518    
 
Recognition of a right-of-use asset   199    223 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

 

F-6

 

Nano Dimension Ltd.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 1 - General

 

a. Reporting entity

 

Nano Dimension Ltd. (the “Company” or the “Group”) is an Israeli resident company incorporated in Israel. The address of the Company’s registered office is 2 Ilan Ramon St., Ness Ziona, Israel. The consolidated financial statements of the Company as of June 30, 2024, comprise the Company and its subsidiaries in Israel, in the United States, in Switzerland, in Germany, in the United Kingdom, in the Netherlands and in Hong Kong (together referred to as the “Group”). The Company engages in advanced additive manufacturing (also known as “3D”) solutions. Since March 2016, the Company’s American Depositary Shares (“ADSs”) have been trading on the Nasdaq Capital Market (“Nasdaq”).  

 

Since August 25, 2014, the Company has devoted substantially all of its financial resources to develop its products and has financed its operations primarily through the issuance of equity securities. The amount of the Company’s future net profits or losses will depend, in part, on the rate of its future expenditures, its ability to generate significant revenues from the sale of its products, and its ability to obtain funding through the issuance of securities, strategic collaborations or grants. In the fourth quarter of 2017, the Group began commercializing its products and its ability to generate significant revenues and achieve profitability depends on its ability to successfully complete the development of, and to continue to commercialize, its products, including consumables.

 

 

Note 2 - Basis of preparation

 

a. Statement of Compliance

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, and do not include all of the information required for full annual financial statements. They should be read in conjunction with the financial statements as at and for the year ended December 31, 2023 (the “Annual Financial Statements”).

 

These condensed consolidated interim financial statements as at and for the six months ended June 30, 2024, were authorized for issuance by the Company’s Audit Committee on September 30, 2024.

 

b.Material accounting policies, amendments to standards and interpretations not yet adopted:

 

Except as described below, the accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its Annual Financial Statements.

 

Presented hereunder is a description of the changes in accounting policies not yet adopted and their expected effect on the financial statements.

 

IFRS 18, Presentation and Disclosure in Financial Statements:

 

This standard replaces IAS 1, Presentation of Financial Statements. The purpose of the standard is to provide improved structure and content to the financial statements, particularly the income statement.

 

The standard includes new disclosure and presentation requirements that were taken from IAS 1, Presentation of Financial Statements, with small changes.

 

As part of the new disclosure requirements, companies will be required to present two subtotals in the income statement: operating profit and profit before financing and taxes. Furthermore, for most companies, the results in the income statements will be classified into three categories: operating profit, profit from investments and profit from financing.

 

In addition to the changes in the structure of the income statements, the standard also includes a requirement to provide separate disclosure in the financial statements regarding the use of management-defined performance measures (non-GAAP measures).

 

Furthermore, the standard adds specific guidance for aggregation and disaggregation of items in the financial statements and in the notes. The standard will encourage companies to avoid classifying items as ‘other’ (for example, other expenses), and using this classification will lead to additional disclosure requirements.

 

The standard is effective from annual reporting periods beginning on or after January 1, 2027, with earlier application being permitted. The Group is examining the effects of the standard on its financial statements with no plans for early adoption.

 

c. Use of Estimates and Judgments

 

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

The significant judgments made by management in applying the Group’s accounting policies and the principal assumptions used in the estimation of uncertainty were the same as those that applied to the Annual Financial Statements.

 

F-7

 

Nano Dimension Ltd.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 3 – Material Events During the Reporting Period

 

a.

During the six months ended June 30, 2024, the Company repurchased 26,043,291 of the Company’s ADSs and recorded an increase in the reserve for treasury shares of $69,755 thousand.

 

b.In January 2024, the Company entered into a rights agreement (the “Rights Plan”), with the intention to protect the long-term interests of the Company’s ADS holders and enable them to realize the full potential value of their investment in the Company. The Rights Plan is designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. Pursuant to the Rights Plan, the Company issued one special purchase right for every one ADS outstanding at the close of business on February 5, 2024. Each right allows its holder to purchase from the Company one-half (0.5) of one ADS, at a purchase price of $0.01 per ADS, once the rights become exercisable. The rights would become exercisable only if an entity, person or group acquires beneficial ownership of 10% or more of the Company’s outstanding ordinary shares in a transaction not approved by our board of directors. The rights will expire on January 25, 2025.

 

Note 4 - Share-Based Payments

 

a. In February and March 2024, the Company granted to employees and officers 510,000 restricted share units (the “RSUs”). The RSUs represent the right to receive ordinary shares at a future time and vest over a period of three to four years.

  

b. In June 2024, the Group granted to employees, officers and directors 1,296,000 RSUs. The RSUs represent the right to receive ordinary shares at a future time and vest over a period of two to four years.

 

   RSUs- Directors,
employees
 
     
Number of share options granted (ADSs)  1,806,000 
Fair value at the grant date (thousands of USD)  4,854,040 
Range of share price (USD)  $2.59–$2.83 

 

  In the six-month period ended June 30, 2024, a total amount of $6,833 thousand were recognized as share-based payments expenses ($11,542 thousand in the six month period ended June 30, 2023).

 

F-8

 

 

Nano Dimension Ltd.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 5 - Financial Instruments

 

  (1) Financial instruments measured at fair value for disclosure purposes only

 

The carrying amounts of certain financial assets and liabilities, including cash, trade receivables, other receivables, deposits, trade and other payables are the same as or approximate to their fair value.

 

  (2) Fair value hierarchy of financial instruments measured at fair value

 

The table below presents an analysis of financial instruments measured at fair value on a temporal basis, using valuation methodology in accordance with the fair value hierarchy level as defined below.

 

When determining the fair value of an asset or liability, the Company uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:

 

  Level 1: quoted prices (unadjusted) in active markets for identical instruments

 

  Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly

 

  Level 3: inputs that are not based on observable market data (unobservable inputs)

 

As of June 30, 2024            
             
   Level 1   Level 2   Total 
   Thousands of USD 
Financial assets:            
Traded shares   81,342    
    81,342 
Total assets:   81,342    
    81,342 

 

F-9

 

Nano Dimension Ltd.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 5 - Financial Instruments (Cont’d)

 

As of June 30, 2023

 

   Level 1   Level 2   Total 
   Thousands of USD 
Financial assets:               
Traded shares   172,185    
    172,185 
Total assets:   172,185    
    172,185 
Financial liabilities:               
Liability in respect of warrants   
    140    140 
Total liabilities   
    140    140 
Presented under non-current liabilities   
    140    140 

 

F-10

 

Nano Dimension Ltd.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 6 – Revenues

 

The table below provides information regarding receivables, contract assets and contract liabilities deriving from contracts with customers.

 

   For the
six months
ended
June 30,
2024
 
   Thousands of
USD
 
     
Trade receivables   12,150 
Contract liabilities   3,062 

 

The contract liabilities primarily relate to the advance consideration received from customers for contracts containing yearly warranty services. The revenue is recognized on a straight-line basis over the contract period.

 

In the following tables, the Group’s revenue is disaggregated by major products, primary geographical market and timing of revenue recognition.

 

Revenues per major products:

 

   For the six months ended
June 30,
 
   2023   2024 
   Thousands of
USD
   Thousands of
USD
 
         
Consumables   3,604    4,645 
Support services   2,140    2,653 
Sales of systems   23,958    21,052 
Total revenues   29,702    28,350 

 

F-11

 

Nano Dimension Ltd.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 6 – Revenues (Cont’d)

 

Revenues per geographical locations:

 

   For the six months ended
June 30,
 
   2023   2024 
   Thousands of
USD
   Thousands of
USD
 
Americas   10,263    8,783 
Asia Pacific   1,368    2,279 
Europe and Israel (*)   18,071    17,288 
Total revenues   29,702    28,350 

 

(*) The Company combined all revenues into the Europe and Israel geography, due to immateriality of the amounts of revenues in Israel.

 

Revenues per timing of revenue recognition:

 

   For the six months ended
June 30,
 
   2023   2024 
   Thousands of
USD
   Thousands of
USD
 
Services transferred over time   2,140    2,653 
Goods transferred at a point in time   27,562    25,697 
Total revenues   29,702    28,350 

 

Note 7 - Employee Benefits

 

In the six month period ended June 30, 2024, there was a decrease in the yield rates of high-quality corporate debentures in Switzerland that are used for discounting a defined benefit obligation.

 

The effect of the change in the discount rate is an increase in the defined benefit obligation as of June 30, 2024, in the amount of $1,433 thousand which was recognized against other comprehensive income.

 

 

F-12

 

Nano Dimension Ltd.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 8 – Capital and Reserves

 

Share capital and share premium

 

During the period, the Group recognized the following amounts within share capital and share premium:

 

   For the
six months
ended
 
   June 30,
2024
 
   Thousands of
USD
 
Exercise of warrants, options and vesting of RSUs   (4,990)
Share-based payment acquired   (363)
Share-based payments   6,833 
Total   1,480 

 

   For the
year ended
 
   December 31,
2023
 
   Thousands of
USD
 
Exercise of warrants, options and vesting of RSUs   (12,294)
Share based payment acquired   (4,459)
Share-based payments   20,101 
Total   3,348 

 

F-13

 

Nano Dimension Ltd.

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 9 - Related and Interested Parties

 

Transactions with key management personnel

 

Benefits to key management personnel

 

Key management personnel received benefits in the amount of $4,853 thousand during the six month period ended June 30, 2024 (in the six month period ended June 30, 2023: $4,560 thousand) in the form of short-term employee benefits and share-based payments.

 

Note 10 - Events after the Reporting Date

 

a. In July 2024, the Group granted 2,000,000 RSUs to employees of the Company. The RSUs represent the right to receive ordinary shares at a future time and vest over a period of two to four years.

 

b.On July 3, 2024, the Company entered into a definitive agreement, under which it agreed to acquire all outstanding shares of Desktop Metal, Inc. (“Desktop Metal”) (NYSE: DM) in an all-cash transaction for $5.50 per share, subject to possible downward adjustments to $4.07 per share. At $5.50 per share, the transaction represents a total consideration of approximately $183 million, and possibly $135 million based on downward adjustments.

 

The transaction is not subject to a financing condition. The Company intends to finance the transaction using its cash on hand.

 

The closing of the transaction is subject to certain closing conditions, including the approval of Desktop Metal’s stockholders, and required regulatory approvals, and certain termination rights as described in the merger agreement. With respect to the approval under the Hart-Scott-Rodino Act, the Company announced on August 26, 2024, that the waiting period under which the United States Department of Justice could have raised issues had expired.

 

c.On September 25, 2024, the Company entered into a definitive agreement, under which it agreed to acquire all outstanding shares of Markforged Holding Corporation (“Markforged”) (NYSE: MKFG) in an all-cash transaction for $5.00 per share. The transaction represents a total consideration of approximately $115 million.

 

The transaction is not subject to any financing conditions. The Company intends to finance the transaction using its cash on hand.

 

The closing of the transaction is subject to certain closing conditions, including the approval of Markforged’s stockholders, and required regulatory approvals, and certain termination rights as described in the merger agreement.

 

 

F-14

 

0.05 0.35 false --12-31 Q2 2024-06-30 0001643303 0001643303 2024-01-01 2024-06-30 0001643303 2023-12-31 0001643303 2024-06-30 0001643303 2023-01-01 2023-06-30 0001643303 nndm:CostOfRevenuesMember 2023-01-01 2023-06-30 0001643303 nndm:CostOfRevenuesMember 2024-01-01 2024-06-30 0001643303 nndm:WriteDownOfInventoriesMember 2023-01-01 2023-06-30 0001643303 nndm:WriteDownOfInventoriesMember 2024-01-01 2024-06-30 0001643303 ifrs-full:IssuedCapitalMember 2023-12-31 0001643303 ifrs-full:SharePremiumMember 2023-12-31 0001643303 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 2023-12-31 0001643303 ifrs-full:TreasurySharesMember 2023-12-31 0001643303 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2023-12-31 0001643303 ifrs-full:RetainedEarningsMember 2023-12-31 0001643303 ifrs-full:ParentMember 2023-12-31 0001643303 ifrs-full:NoncontrollingInterestsMember 2023-12-31 0001643303 ifrs-full:IssuedCapitalMember 2024-01-01 2024-06-30 0001643303 ifrs-full:SharePremiumMember 2024-01-01 2024-06-30 0001643303 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 2024-01-01 2024-06-30 0001643303 ifrs-full:TreasurySharesMember 2024-01-01 2024-06-30 0001643303 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2024-01-01 2024-06-30 0001643303 ifrs-full:RetainedEarningsMember 2024-01-01 2024-06-30 0001643303 ifrs-full:ParentMember 2024-01-01 2024-06-30 0001643303 ifrs-full:NoncontrollingInterestsMember 2024-01-01 2024-06-30 0001643303 ifrs-full:IssuedCapitalMember 2024-06-30 0001643303 ifrs-full:SharePremiumMember 2024-06-30 0001643303 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 2024-06-30 0001643303 ifrs-full:TreasurySharesMember 2024-06-30 0001643303 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2024-06-30 0001643303 ifrs-full:RetainedEarningsMember 2024-06-30 0001643303 ifrs-full:ParentMember 2024-06-30 0001643303 ifrs-full:NoncontrollingInterestsMember 2024-06-30 0001643303 ifrs-full:IssuedCapitalMember 2022-12-31 0001643303 ifrs-full:SharePremiumMember 2022-12-31 0001643303 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 2022-12-31 0001643303 ifrs-full:TreasurySharesMember 2022-12-31 0001643303 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2022-12-31 0001643303 ifrs-full:RetainedEarningsMember 2022-12-31 0001643303 ifrs-full:ParentMember 2022-12-31 0001643303 ifrs-full:NoncontrollingInterestsMember 2022-12-31 0001643303 2022-12-31 0001643303 ifrs-full:IssuedCapitalMember 2023-01-01 2023-06-30 0001643303 ifrs-full:SharePremiumMember 2023-01-01 2023-06-30 0001643303 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 2023-01-01 2023-06-30 0001643303 ifrs-full:TreasurySharesMember 2023-01-01 2023-06-30 0001643303 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2023-01-01 2023-06-30 0001643303 ifrs-full:RetainedEarningsMember 2023-01-01 2023-06-30 0001643303 ifrs-full:ParentMember 2023-01-01 2023-06-30 0001643303 ifrs-full:NoncontrollingInterestsMember 2023-01-01 2023-06-30 0001643303 ifrs-full:IssuedCapitalMember 2023-06-30 0001643303 ifrs-full:SharePremiumMember 2023-06-30 0001643303 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 2023-06-30 0001643303 ifrs-full:TreasurySharesMember 2023-06-30 0001643303 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 2023-06-30 0001643303 ifrs-full:RetainedEarningsMember 2023-06-30 0001643303 ifrs-full:ParentMember 2023-06-30 0001643303 ifrs-full:NoncontrollingInterestsMember 2023-06-30 0001643303 2023-06-30 0001643303 2024-01-01 2024-01-31 0001643303 ifrs-full:RestrictedShareUnitsMember 2024-02-01 2024-02-29 0001643303 ifrs-full:RestrictedShareUnitsMember 2024-03-01 2024-03-31 0001643303 ifrs-full:BottomOfRangeMember ifrs-full:RestrictedShareUnitsMember 2024-03-01 2024-03-31 0001643303 ifrs-full:TopOfRangeMember ifrs-full:RestrictedShareUnitsMember 2024-03-01 2024-03-31 0001643303 ifrs-full:RestrictedShareUnitsMember 2024-01-01 2024-06-30 0001643303 ifrs-full:BottomOfRangeMember ifrs-full:RestrictedShareUnitsMember 2024-01-01 2024-06-30 0001643303 ifrs-full:TopOfRangeMember ifrs-full:RestrictedShareUnitsMember 2024-01-01 2024-06-30 0001643303 nndm:RSUsDirectorsEmployeesMember 2024-01-01 2024-06-30 0001643303 ifrs-full:BottomOfRangeMember nndm:RSUsDirectorsEmployeesMember 2024-06-30 0001643303 ifrs-full:TopOfRangeMember nndm:RSUsDirectorsEmployeesMember 2024-06-30 0001643303 ifrs-full:Level1OfFairValueHierarchyMember 2024-06-30 0001643303 ifrs-full:Level2OfFairValueHierarchyMember 2024-06-30 0001643303 ifrs-full:Level1OfFairValueHierarchyMember 2023-06-30 0001643303 ifrs-full:Level2OfFairValueHierarchyMember 2023-06-30 0001643303 nndm:ConsumablesMember 2023-01-01 2023-06-30 0001643303 nndm:ConsumablesMember 2024-01-01 2024-06-30 0001643303 nndm:SupportServicesMember 2023-01-01 2023-06-30 0001643303 nndm:SupportServicesMember 2024-01-01 2024-06-30 0001643303 nndm:SalesOfSystemsMember 2023-01-01 2023-06-30 0001643303 nndm:SalesOfSystemsMember 2024-01-01 2024-06-30 0001643303 country:US 2023-01-01 2023-06-30 0001643303 country:US 2024-01-01 2024-06-30 0001643303 nndm:AsianPacificMember 2023-01-01 2023-06-30 0001643303 nndm:AsianPacificMember 2024-01-01 2024-06-30 0001643303 nndm:EuropeAndIsraelMember 2023-01-01 2023-06-30 0001643303 nndm:EuropeAndIsraelMember 2024-01-01 2024-06-30 0001643303 ifrs-full:GoodsOrServicesTransferredOverTimeMember 2023-01-01 2023-06-30 0001643303 ifrs-full:GoodsOrServicesTransferredOverTimeMember 2024-01-01 2024-06-30 0001643303 ifrs-full:GoodsOrServicesTransferredAtPointInTimeMember 2023-01-01 2023-06-30 0001643303 ifrs-full:GoodsOrServicesTransferredAtPointInTimeMember 2024-01-01 2024-06-30 0001643303 nndm:ShareCapitalAndSharesPremiumMember 2024-01-01 2024-06-30 0001643303 nndm:ShareCapitalAndSharesPremiumMember 2023-01-01 2023-12-31 0001643303 nndm:EventsAfterTheReportingDateMember ifrs-full:RestrictedShareUnitsMember 2024-07-01 2024-07-31 0001643303 nndm:EventsAfterTheReportingDateMember ifrs-full:BottomOfRangeMember ifrs-full:RestrictedShareUnitsMember 2024-07-01 2024-07-31 0001643303 nndm:EventsAfterTheReportingDateMember ifrs-full:TopOfRangeMember ifrs-full:RestrictedShareUnitsMember 2024-07-01 2024-07-31 0001643303 nndm:DesktopMetalIncMember nndm:EventsAfterTheReportingDateMember 2024-07-03 0001643303 nndm:DesktopMetalIncMember nndm:EventsAfterTheReportingDateMember 2024-07-03 2024-07-03 0001643303 nndm:EventsAfterTheReportingDateMember 2024-07-03 2024-07-03 0001643303 nndm:EventsAfterTheReportingDateMember 2024-09-25 2024-09-25 iso4217:USD iso4217:USD xbrli:shares xbrli:shares xbrli:pure nndm:Year

Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

For the Six Months Ended June 30, 2024

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, expansion of marketing and channel activities, converting prospects to customers, statements that contain projections of expected market size, results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

 

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

 

  changes in our strategy;
     
  the impact of competition and new technologies;
     
  shareholder activism;
     
  the overall global economic environment;
     
  projected capital expenditures and liquidity;
     
  impediments in the execution of our mergers and acquisitions program;  
     
  the ultimate outcome of the proposed transactions between us and Desktop Metal, Inc., or Desktop Metal, and between us and Markforged Holding Corporation, or Markforged, including the possibility that Desktop Metal’s and/or Markforged’s stockholders will reject the proposed transactions;
      
  the effect of the announcement of the proposed transactions on the ability of Desktop Metal and/or Markforged to operate its business and retain and hire key personnel and to maintain favorable business relationships;
     
  the timing of the proposed transactions;
     
  the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transactions;

 

 

 

  the ability to satisfy closing conditions to the completion of the proposed transactions (including any necessary stockholder approvals);
     
  other risks related to the completion of the proposed transactions and actions related thereto; and
     
  litigation.

 

The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2023, or our Annual Report, which is on file with the Securities and Exchange Commission, or the SEC, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.

 

Except as otherwise required by law, we undertake 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.

  

A. Operating Results

  

Introduction

 

Unless indicated otherwise by the context, all references in this report to “Nano Dimension”, the “Company”, “we”, “us” or “our” are to Nano Dimension Ltd. and its subsidiaries. When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:

 

  dollars” or “$” means United States dollars; and
     
  NIS means New Israeli Shekels.

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included in our Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2024, included elsewhere in this Report on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.

 

Overview

 

Our vision is to disrupt electronics and mechanical manufacturing with an environmentally friendly and economically efficient electronics and precision additive manufacturing Industry 4.0 solution - transforming digital designs into functioning electronic and mechanical devices - on demand, anytime, anywhere.

 

At Nano Dimension, we believe that additive manufacturing (AM), which is known to some as 3D printing, of electronics and precision applications are key to future growth in the manufacturing industry. According to an Emergen Research report titled “3D Printing Market”, published in March 2022, a 3DHUBS trend report titled “3D Printing Trend Report 2022”, published in May 2022, and an IDTechEx report titled “3D Electronics/Additive Electronics 2022-2032” from April 2022, the additive manufacturing and additively manufactured electronics (AME) markets, which consist of the sales of manufacturing equipment and the parts that are made from them, are expected to grow from $16 billion to more than $100 billion by 2030 at a compound annual growth rate of above 20%.

 

2

 

 

Our technology strategy is rooted in the application of deep learning-based artificial intelligence, or AI, to drive improvements in manufacturing capabilities by using self-learning and self-improving systems, along with the management of a distributed manufacturing network via the cloud.

 

Our deep learning-based AI led manufacturing systems are used to 3D print and assemble high-performance electrical and mechanical applications. Our portfolio of 3D printing, robotics, and control systems enable key enhancements such as weight reduction, miniaturization, agile innovation, and rapid fabrication of critical components that have met the needs of thousands of customers in the most technologically advanced, competitive, and innovative industries such as aerospace/defense, automotive, electronics and printed circuit boards, or PCBs, industrial, medical, and research and development/academia.

 

“DeepCube”, which is the name of our deep learning-based AI platform, is novel compared to other AI solutions based on its ability to improve hardware performance across a network of edge devices; thus, enabling its application on a distributed network of manufacturing solutions. This is based on DeepCube’s pioneering software inference accelerator, which drastically improves yield, quality, and throughput on AM and AME hardware. DeepCube’s propriety algorithms increase the speeds of data analysis tenfold, making it a unique hardware performance accelerator.

 

Our portfolio of 3D printers includes: (i) AME inkjet printers known as DragonFly IV that produce PCBs and electronic devices by simultaneously depositing proprietary conductive and dielectric substances while integrating in situ capacitors, antennas, coils, transformers, and electro-mechanical components, (ii) Micro Additive Manufacturing (Micro-AM) Digital Light Processing, or DLP, printers known as Fabrica 2.0 that achieve production-grade micron-level resolution polymer and composite parts, and (iii) industrial AM DLP printers known as Admaflex utilizing a patented DLP foil system that fabricates strong and complex ceramic and metal parts. Our 3D printing portfolio is complemented by a range of consumables, also known as materials, including inks, resins, and slurries. We also offer software to provide engineers with the tools to bring precision and electrical parts from design-to-manufacturing.

 

Our suite of Additive Electronics robotics includes: (i) surface-mount technology suite of production equipment for Hi-PEDs® and PCB assembly via Essemtec, and (ii) Ink Delivery Systems technology covering hardware and software solutions via Global Inkjet Systems Ltd.

 

We have a suite of software products and services that support the aforementioned offerings. While there is an extensive list of these products, one to note is Additive Flow. It is a key enabling software for design and simulation, which is one of the key steps in 3D printing.

 

From 2021, we increased our sales and commercialization efforts to broaden the synergies of our different groups. As a part of scaling our operations, we have offices spanning across the United States, Germany, UK, Switzerland, the Netherlands and Israel. These offices serve to broaden our customer engagement across regions and serve as focal points for advancing our strategic objectives to lead in Western markets.

 

3

 

 

Results of Operations

 

The following discussion of our unaudited results of operations for the six month periods ended June 30, 2024 and 2023, included in the following table, which presents selected financial information data, is based upon our unaudited statements of operations contained in our financial statements for those periods, and the related notes.

 

   For the Six Month
Period Ended
June 30,
 
   Thousands USD 
   2023   2024 
         
Revenues   29,702    28,350 
           
Cost of revenues   16,447    15,299 
           
Cost of revenues - write-down of inventories   194    65 
           
Total cost of revenues   16,641    15,364 
           
Gross profit   13,061    12,986 
           
Research and development expenses   35,636    18,254 
           
Sales and marketing expenses   15,703    13,738 
           
General and administrative expenses   23,355    18,183 
           
Other expenses, net   -    2,612 
           
Operating loss   (61,633)   (39,801)
           
Finance income   80,780    21,846 
           
Finance expense   6,442    61,143 
           
Income (loss) before taxes on income   12,705    (79,098)
           
Basic and diluted income (loss) per share (USD)   0.05    (0.35)

 

4

 

 

Six Months Ended June 30, 2024, Compared with Six Months Ended June 30, 2023

  

Revenues. Our revenues are derived primarily from sales of systems to customers, warranty and service contracts, and sale of ink and other consumables to those customers. Total revenues for the six months ended June 30, 2024, were $28,350,000, compared to $29,702,000 in the six months ended June 30, 2023.

 

Total Cost of Revenues. Total cost of revenues consists mainly of cost of systems sold, cost of maintenance, ink and other consumables costs, as well as inventories write-down. Our 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 the decrease in 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, as detailed below.

 

Research and Development. Research and Development, or R&D, expenses consist primarily of payroll and related expenses, share-based payments expenses, subcontractors expenses, materials, depreciation, rental fees, patent registration fees, and other related research and development expenses. 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 payments expenses, materials for R&D use, subcontractors and professional services, largely associated with organizational synergies. 

 

Sales and Marketing. Sales and marketing, or S&M, expenses consist of payroll and related expenses, marketing and advertising services, travel expenses, share-based payments expenses, depreciation, rental fees and other related sales and marketing expenses. S&M 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 payments expenses, largely associated with organizational synergies. 

 

General and Administrative. General and administrative, or G&A, consist of professional services, payroll and related expenses, share-based payments expenses, office expenses, depreciation, travel expenses, fees and other general and administrative expenses. G&A 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, net. Other expenses, net for the six months period ended June 30, 2024, were $2,612,000. The forementioned expenses are mainly related to Desktop Metal acquisition transaction costs.

 

Operating Loss. Based on the foregoing, we recorded an operating loss of $39,801,000 for the six months ended June 30, 2024, compared to a loss of $61,633,000 in the six months ended June 30, 2023.  

 

Finance income and expenses. Finance income and expenses consist of finance expense or income as a result of the change in the fair value of financial assets and liabilities, bank fees, interest income from banks, revaluation of liability in respect of government grants and lease liability, and exchange rate differences. Finance expenses, net, for the six months ended June 30, 2024, were $39,297,000, compared to finance income, net, of $74,338,000 in the six months ended June 30, 2023. The increase in expenses resulted primarily from finance expenses as a result of the change in the fair value of our investment insecurities.

 

Net income/(loss) attributed to owners. Net loss attributed to owners for the six months ended June 30, 2024, was $(78,743,000), or $(0.35) loss per share, compared to net income attributed to owners of $13,103,000, or $0.05 income per share, for the six months ended June 30, 2023.

  

5

 

 

B. Liquidity and Capital Resources

 

Since our inception through June 30, 2024, we have funded our operations principally with $1,550,642,000 from the issuance of Ordinary Shares, warrants and convertible notes. As of June 30, 2024, we had $845,161  thousand in cash and cash equivalents, short term unrestricted deposits and marketable securities.

 

The table below presents our cash flows:

 

   Six Month Periods Ended
June 30,
 
(in thousands of U.S. dollars)  2023   2024 
Operating activities   (56,116)   (30,690)
           
Investing activities   (149,803)   26,222 
           
Financing activities   (23,710)   (72,632)
           
Net decrease in cash   (229,629)   (77,100)

 

Operating Activities

 

Net cash used in operating activities of $30,690,000 during the six months ended June 30, 2024, was primarily used for payroll payments and related expenses, payments for materials, rent, travel, professional services and other miscellaneous expenses.

 

Net cash used in operating activities of $56,116,000 during the six months ended June 30, 2023, was primarily used for payroll payments and related expenses, payments for materials, rent, travel, professional services and other miscellaneous expenses.

  

Investing Activities

 

Net cash from investing activities of $26,222,000 during the six months ended June 30, 2024, was primarily from interest received from investment in bank deposits and withdrawals of bank deposits.

 

Net cash used in investing activities of $149,803,000 during the six months ended June 30, 2023, was primarily used for investment in bank deposits and fixed assets and payment of liabilities with respect to contingent consideration of business combination, less cash interest received from banks.

 

Financing Activities

 

Net cash used in financing activities of $72,632,000 in the six months ended June 30, 2024, consisted primarily of repurchase of treasury shares.

 

Net cash used in financing activities of $23,710,000 in the six months ended June 30, 2023, consisted primarily of repurchases of treasury shares, lease payments and payments in connection with our acquisitions of DeepCube and Nano Fabrica.

 

We had $100 million Repurchase Plan that was approved by the Israeli Court in August 2022 for a period of up to 12 months and was later extended by an additional two months. 32,016,354 ADSs have been repurchased under the $100 million Repurchase Plan. The $100 million Repurchase Plan expired on October 12, 2023, with $4,160,138 remaining, and thereafter no longer eligible for repurchases under such plan.

 

6

 

 

The Israeli Court approved a new $200 million Repurchase Plan on October 17, 2023, for a twelve-month period. As of September 30, 2024, 26,043,291 ADSs have been repurchased under the $200 million Repurchase Plan. Under the $200 million Repurchase Plan, we may repurchase all or a portion of the authorized repurchase amount. The $200 million Repurchase Plan does not obligate us to repurchase any specific number of the Ordinary Shares represented by ADSs, and may be suspended or terminated at any time at management’s discretion.

 

Current Outlook

 

To date, we have not achieved operating profitability and have sustained operating losses in every fiscal year since our inception, and we have financed our operations primarily through proceeds from issuance of our ordinary shares (including ADSs), warrants and other convertible securities. Our primary requirements for liquidity and capital resources are to finance working capital, capital expenditure, general corporate purposes and to advance our merger and acquisition strategy. We believe that our current resources will be sufficient to meet our business needs for at least the next 12 months.

 

In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:

 

  the progress and costs of our research and development activities;
     
  the progress of commercial sales of our products
     
  the costs of manufacturing our products;

 

  the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;
     
  the cost and progress of our mergers and acquisition activity;
     
  the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally;
     
 

the magnitude of our general and administrative expenses; and 

 

The failure to realize post-merger integration synergies in large part or in full.

 

In July 2024, we entered into a definitive agreement with Desktop Metal, under which we agreed to acquire all outstanding shares of Desktop Metal in an all-cash transaction for $5.50 per share, subject to possible downward adjustments to $4.07 per share, as described below, for total consideration of approximately $183 million, possibly down to $4.07 per share or, based on downward adjustments, $135 million in total.

 

The purchase price may be adjusted for:

 

  Transaction expenses: Desktop Metal estimates that transaction expenses will be approximately $11 million, which would result in an approximate decrease of $0.44 per share. The maximum reduction, based on expenses, is $0.63 per share.

 

  If the closing of the transaction extends into 2025, we have committed to providing Desktop Metal with a $20 million secured loan facility. Desktop Metal does not expect to draw on the facility, but to the extent it does, there will be an adjustment to the purchase price based on the amount drawn prior to closing of up to $0.80 per share.

  

  If all reductions will occur, the price will be $4.07 per share, aggregating to a total consideration of $135 million.

 

Desktop Metal has approximately $115.0 million in principal amount of outstanding 6.0% Convertible Senior Notes due 2027, or the Convertible Notes. Following the closing, we will repurchase or refinance all outstanding Convertible Notes at a cash purchase price equal to the $115.0 million principal amount of the Convertible Notes, plus accrued and unpaid interest to the date of repurchase.

 

7

 

 

The closing of the transaction is subject to certain closing conditions, including the approval of Desktop Metal’s stockholders, and required regulatory approvals, and certain termination rights as described in the merger agreement. The transaction, which was unanimously approved by the Boards of Directors of both companies, is expected to close in the fourth quarter of 2024.

 

In September 2024, we entered into a definitive agreement with Markforged, under which we agreed to acquire all outstanding shares of Markforged in an all-cash transaction for $5.00 per share, and for a total consideration of approximately $115 million.

 

The closing of the transaction is subject to certain closing conditions, including the approval of Markforged’s stockholders, and required regulatory approvals, and certain termination rights as described in the merger agreement. The transaction, which was unanimously approved by the Boards of Directors of both companies, is expected to close in the first quarter of 2025.

 

C. Research and development, patents and licenses, etc.

 

A comprehensive discussion of our research and development, patents and licenses, etc., is included in “Item 5. Operating and Financial Review and Prospects - Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report.

 

D. Trend Information

 

 We have been engaged, and plan to continue to engage, among other trends, in mergers and acquisitions to diversify or expand our business, which may pose risks to our business, and we may not realize the anticipated benefits of these mergers or acquisitions. For a description of additional factors that may affect our future performance, please see our Annual Report, “Item 5. Operating and Financial Review and Prospects— B. Liquidity and Capital Resources— Current Outlook.”

 

E. Critical Accounting Estimates

 

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, obligations, income and expenses during the reporting periods. For a comprehensive discussion of our critical accounting estimates please see “Item 5. Operating and Financial Review and Prospects - Management’s Discussion and Analysis of Financial Condition and Results of Operations – E. Critical Accounting Estimates” section in our Annual Report.

 

 

8

 

v3.24.3
Document And Entity Information
6 Months Ended
Jun. 30, 2024
Document Information Line Items  
Entity Registrant Name NANO DIMENSION LTD.
Document Type 6-K
Current Fiscal Year End Date --12-31
Amendment Flag false
Entity Central Index Key 0001643303
Document Period End Date Jun. 30, 2024
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q2
Entity File Number 001-37600
v3.24.3
Unaudited Condensed Consolidated Interim Statements of Financial Position - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Assets    
Cash and cash equivalents $ 231,777 $ 309,571
Bank deposits 532,042 541,967
Restricted deposits 60 60
Trade receivables 12,150 12,710
Other receivables 5,134 11,290
Inventory 19,289 18,390
Total current assets 800,452 893,988
Restricted deposits 875 881
Investment in securities 81,342 138,446
Property plant and equipment, net 15,969 16,716
Right-of-use assets 10,104 12,072
Intangible assets 2,235 2,235
Total non-current assets 110,525 170,350
Total assets 910,977 1,064,338
Liabilities    
Trade payables 2,935 4,696
Other payables 20,374 25,265
Current portion of lease liability 3,558 4,473
Current portion of bank loan 139 38
Total current liabilities 27,006 34,472
Liability in respect of government grants 2,019 1,895
Employee benefits 3,698 2,773
Long term Lease liability 7,652 8,742
Deferred tax liabilities 75
Loan from banks 347 595
Total non-current liabilities 13,716 14,080
Total liabilities 40,722 48,552
Equity    
Non-controlling interests 618 1,011
Share capital 405,690 400,700
Share premium and capital reserves 1,301,022 1,299,542
Treasury shares (167,651) (97,896)
Foreign currency translation reserve 1,252 2,929
Remeasurement of net defined benefit liability (IAS 19) (726) 707
Accumulated loss (669,950) (591,207)
Equity attributable to owners of the Company 869,637 1,014,775
Total equity 870,255 1,015,786
Total liabilities and equity $ 910,977 $ 1,064,338
v3.24.3
Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement [Line Items]    
Revenues $ 28,350 $ 29,702
Total cost of revenues 15,364 16,641
Gross profit 12,986 13,061
Research and development expenses 18,254 35,636
Sales and marketing expenses 13,738 15,703
General and administrative expenses 18,183 23,355
Other expenses, net 2,612
Operating loss (39,801) (61,633)
Finance income 21,846 80,780
Finance expense 61,143 6,442
Income (loss) before taxes on income (79,098) 12,705
Taxes expenses benefit (125) (152)
Income (loss) for the period (79,223) 12,553
Loss attributable to non-controlling interests (480) (550)
Income (loss) attributable to owners $ (78,743) $ 13,103
Income (loss) per share    
Basic income (loss) per share (in Dollars per share) $ (0.35) $ 0.05
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 $ (1,708) $ 597
Other comprehensive income items that will not be transferred to profit or loss    
Remeasurement of net defined benefit liability (IAS 19), net of tax (1,433) (1,060)
Total other comprehensive loss for the period (3,141) (463)
Total comprehensive income (loss) for the period (82,364) 12,090
Comprehensive loss attributable to non-controlling interests (511) (546)
Comprehensive income (loss) attributable to owners of the Company (81,853) 12,636
Cost of revenues    
Statement [Line Items]    
Total cost of revenues 15,299 16,447
Write-down of inventories    
Statement [Line Items]    
Total cost of revenues $ 65 $ 194
v3.24.3
Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Parentheticals) - $ / shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement [Line Items]    
Diluted income (loss) per share $ (0.35) $ 0.05
v3.24.3
Unaudited Condensed Consolidated Interim Statements of Changes in Equity - USD ($)
$ in Thousands
Share capital
Share premium and capital reserves
Remeasurement of IAS 19
Treasury shares
Foreign currency translation reserve
Accumulated loss
Total
Non-controlling interests
Total
Balance at Dec. 31, 2022 $ 388,406 $ 1,296,194 $ 2,508 $ (1,509) $ 583 $ (536,657) $ 1,149,525 $ 767 $ 1,150,292
Investment of non-controlling party in subsidiary 671 671
Income (Loss) for the period 13,103 13,103 (550) 12,553
Other comprehensive income (loss) for the period (1,060) 593 (467) 4 (463)
Exercise of warrants, options and vesting of RSUs 7,832 (7,832)
Repurchase of treasury shares (23,259) (23,259) (23,259)
Share-based payment acquired (1,780) (1,780) (1,780)
Share-based payments 11,542 11,542 11,542
Balance at Jun. 30, 2023 396,238 1,298,124 1,448 (24,768) 1,176 (523,554) 1,148,664 892 1,149,556
Balance at Dec. 31, 2022 388,406 1,296,194 2,508 (1,509) 583 (536,657) 1,149,525 767 1,150,292
Balance at Dec. 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
Income (Loss) for the period (78,743) (78,743) (480) (79,223)
Other comprehensive income (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 at Jun. 30, 2024 $ 405,690 $ 1,301,022 $ (726) $ (167,651) $ 1,252 $ (669,950) $ 869,637 $ 618 $ 870,255
v3.24.3
Unaudited Condensed Consolidated Interim Statements of Cash Flow - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flow from operating activities:    
Net income (loss) for the period $ (79,223) $ 12,553
Adjustments:    
Depreciation and amortization 3,431 2,963
Financing income, net (17,840) (17,622)
Revaluation of financial liabilities accounted at fair value 33 485
Revaluation of financial assets accounted at fair value 57,104 (57,201)
Loss from disposal of property plant and equipment and right-of-use assets 6 345
Increase in deferred tax (95)
Share-based payments 6,833 11,542
Other 74 68
Profit loss 49,641 (59,515)
Changes in assets and liabilities:    
Increase in inventory (1,899) (1,212)
Decrease in other receivables 5,845 669
(Increase) decrease in trade receivables 3 (6,039)
Decrease in other payables (3,779) (1,345)
Increase (decrease) in employee benefits 132 (399)
Decrease in trade payables (1,410) (828)
Changes in assets and liabilities (1,108) (9,154)
Net cash used in operating activities (30,690) (56,116)
Cash flow from investing activities:    
Change in bank deposits 5,412 (151,391)
Interest received 22,715 17,998
Change in restricted bank deposits (25) (34)
Acquisition of property plant and equipment (1,169) (7,121)
Acquisition of intangible asset (711)
Payment of a liability to pay a contingent consideration of business combination (9,255)
Net cash from (used in) investing activities 26,222 (149,803)
Cash flow from financing activities:    
Lease payments (2,306) (2,471)
Repayment of long-term bank debt (107) (96)
Proceeds from non-controlling interests 550
Amounts recognized in respect of government grants liability (101) (172)
Payments of share price protection recognized in business combination (363) (1,780)
Repurchase of treasury shares (69,755) (19,741)
Net cash used in financing activities (72,632) (23,710)
Decrease in cash and cash equivalents (77,100) (229,629)
Cash and cash equivalents at beginning of the period 309,571 685,362
Effect of exchange rate fluctuations on cash (694) (1,178)
Cash and cash equivalents at end of the period 231,777 454,555
Non-cash transactions:    
Property plant and equipment acquired on credit 176 328
Repurchase of treasury shares on credit 3,518
Recognition of a right-of-use asset $ 223 $ 199
v3.24.3
General
6 Months Ended
Jun. 30, 2024
General [Abstract]  
General

Note 1 - General

 

a. Reporting entity

 

Nano Dimension Ltd. (the “Company” or the “Group”) is an Israeli resident company incorporated in Israel. The address of the Company’s registered office is 2 Ilan Ramon St., Ness Ziona, Israel. The consolidated financial statements of the Company as of June 30, 2024, comprise the Company and its subsidiaries in Israel, in the United States, in Switzerland, in Germany, in the United Kingdom, in the Netherlands and in Hong Kong (together referred to as the “Group”). The Company engages in advanced additive manufacturing (also known as “3D”) solutions. Since March 2016, the Company’s American Depositary Shares (“ADSs”) have been trading on the Nasdaq Capital Market (“Nasdaq”).  

 

Since August 25, 2014, the Company has devoted substantially all of its financial resources to develop its products and has financed its operations primarily through the issuance of equity securities. The amount of the Company’s future net profits or losses will depend, in part, on the rate of its future expenditures, its ability to generate significant revenues from the sale of its products, and its ability to obtain funding through the issuance of securities, strategic collaborations or grants. In the fourth quarter of 2017, the Group began commercializing its products and its ability to generate significant revenues and achieve profitability depends on its ability to successfully complete the development of, and to continue to commercialize, its products, including consumables.

v3.24.3
Basis of Preparation
6 Months Ended
Jun. 30, 2024
Basis of Preparation [Abstract]  
Basis of preparation

Note 2 - Basis of preparation

 

a. Statement of Compliance

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, and do not include all of the information required for full annual financial statements. They should be read in conjunction with the financial statements as at and for the year ended December 31, 2023 (the “Annual Financial Statements”).

 

These condensed consolidated interim financial statements as at and for the six months ended June 30, 2024, were authorized for issuance by the Company’s Audit Committee on September 30, 2024.

 

b.Material accounting policies, amendments to standards and interpretations not yet adopted:

 

Except as described below, the accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its Annual Financial Statements.

 

Presented hereunder is a description of the changes in accounting policies not yet adopted and their expected effect on the financial statements.

 

IFRS 18, Presentation and Disclosure in Financial Statements:

 

This standard replaces IAS 1, Presentation of Financial Statements. The purpose of the standard is to provide improved structure and content to the financial statements, particularly the income statement.

 

The standard includes new disclosure and presentation requirements that were taken from IAS 1, Presentation of Financial Statements, with small changes.

 

As part of the new disclosure requirements, companies will be required to present two subtotals in the income statement: operating profit and profit before financing and taxes. Furthermore, for most companies, the results in the income statements will be classified into three categories: operating profit, profit from investments and profit from financing.

 

In addition to the changes in the structure of the income statements, the standard also includes a requirement to provide separate disclosure in the financial statements regarding the use of management-defined performance measures (non-GAAP measures).

 

Furthermore, the standard adds specific guidance for aggregation and disaggregation of items in the financial statements and in the notes. The standard will encourage companies to avoid classifying items as ‘other’ (for example, other expenses), and using this classification will lead to additional disclosure requirements.

 

The standard is effective from annual reporting periods beginning on or after January 1, 2027, with earlier application being permitted. The Group is examining the effects of the standard on its financial statements with no plans for early adoption.

 

c. Use of Estimates and Judgments

 

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

The significant judgments made by management in applying the Group’s accounting policies and the principal assumptions used in the estimation of uncertainty were the same as those that applied to the Annual Financial Statements.

v3.24.3
Material Events During the Reporting Period
6 Months Ended
Jun. 30, 2024
Material Events During the Reporting Period [Abstract]  
Material Events During the Reporting Period

Note 3 – Material Events During the Reporting Period

 

a.

During the six months ended June 30, 2024, the Company repurchased 26,043,291 of the Company’s ADSs and recorded an increase in the reserve for treasury shares of $69,755 thousand.

 

b.In January 2024, the Company entered into a rights agreement (the “Rights Plan”), with the intention to protect the long-term interests of the Company’s ADS holders and enable them to realize the full potential value of their investment in the Company. The Rights Plan is designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. Pursuant to the Rights Plan, the Company issued one special purchase right for every one ADS outstanding at the close of business on February 5, 2024. Each right allows its holder to purchase from the Company one-half (0.5) of one ADS, at a purchase price of $0.01 per ADS, once the rights become exercisable. The rights would become exercisable only if an entity, person or group acquires beneficial ownership of 10% or more of the Company’s outstanding ordinary shares in a transaction not approved by our board of directors. The rights will expire on January 25, 2025.
v3.24.3
Share-Based Payments
6 Months Ended
Jun. 30, 2024
Share-Based Payment [Abstract]  
Share-Based Payments

Note 4 - Share-Based Payments

 

a. In February and March 2024, the Company granted to employees and officers 510,000 restricted share units (the “RSUs”). The RSUs represent the right to receive ordinary shares at a future time and vest over a period of three to four years.

  

b. In June 2024, the Group granted to employees, officers and directors 1,296,000 RSUs. The RSUs represent the right to receive ordinary shares at a future time and vest over a period of two to four years.

 

   RSUs- Directors,
employees
 
     
Number of share options granted (ADSs)  1,806,000 
Fair value at the grant date (thousands of USD)  4,854,040 
Range of share price (USD)  $2.59–$2.83 

 

  In the six-month period ended June 30, 2024, a total amount of $6,833 thousand were recognized as share-based payments expenses ($11,542 thousand in the six month period ended June 30, 2023).
v3.24.3
Financial Instruments
6 Months Ended
Jun. 30, 2024
Financial Instruments [Abstract]  
Financial Instruments

Note 5 - Financial Instruments

 

  (1) Financial instruments measured at fair value for disclosure purposes only

 

The carrying amounts of certain financial assets and liabilities, including cash, trade receivables, other receivables, deposits, trade and other payables are the same as or approximate to their fair value.

 

  (2) Fair value hierarchy of financial instruments measured at fair value

 

The table below presents an analysis of financial instruments measured at fair value on a temporal basis, using valuation methodology in accordance with the fair value hierarchy level as defined below.

 

When determining the fair value of an asset or liability, the Company uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:

 

  Level 1: quoted prices (unadjusted) in active markets for identical instruments

 

  Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly

 

  Level 3: inputs that are not based on observable market data (unobservable inputs)

 

As of June 30, 2024            
             
   Level 1   Level 2   Total 
   Thousands of USD 
Financial assets:            
Traded shares   81,342    
    81,342 
Total assets:   81,342    
    81,342 

 

As of June 30, 2023

 

   Level 1   Level 2   Total 
   Thousands of USD 
Financial assets:               
Traded shares   172,185    
    172,185 
Total assets:   172,185    
    172,185 
Financial liabilities:               
Liability in respect of warrants   
    140    140 
Total liabilities   
    140    140 
Presented under non-current liabilities   
    140    140 
v3.24.3
Revenues
6 Months Ended
Jun. 30, 2024
Revenues [Abstract]  
Revenues

Note 6 – Revenues

 

The table below provides information regarding receivables, contract assets and contract liabilities deriving from contracts with customers.

 

   For the
six months
ended
June 30,
2024
 
   Thousands of
USD
 
     
Trade receivables   12,150 
Contract liabilities   3,062 

 

The contract liabilities primarily relate to the advance consideration received from customers for contracts containing yearly warranty services. The revenue is recognized on a straight-line basis over the contract period.

 

In the following tables, the Group’s revenue is disaggregated by major products, primary geographical market and timing of revenue recognition.

 

Revenues per major products:

 

   For the six months ended
June 30,
 
   2023   2024 
   Thousands of
USD
   Thousands of
USD
 
         
Consumables   3,604    4,645 
Support services   2,140    2,653 
Sales of systems   23,958    21,052 
Total revenues   29,702    28,350 

 

Revenues per geographical locations:

 

   For the six months ended
June 30,
 
   2023   2024 
   Thousands of
USD
   Thousands of
USD
 
Americas   10,263    8,783 
Asia Pacific   1,368    2,279 
Europe and Israel (*)   18,071    17,288 
Total revenues   29,702    28,350 

 

(*) The Company combined all revenues into the Europe and Israel geography, due to immateriality of the amounts of revenues in Israel.

 

Revenues per timing of revenue recognition:

 

   For the six months ended
June 30,
 
   2023   2024 
   Thousands of
USD
   Thousands of
USD
 
Services transferred over time   2,140    2,653 
Goods transferred at a point in time   27,562    25,697 
Total revenues   29,702    28,350 
v3.24.3
Employee Benefits
6 Months Ended
Jun. 30, 2024
Employee Benefits [Abstract]  
Employee Benefits

Note 7 - Employee Benefits

 

In the six month period ended June 30, 2024, there was a decrease in the yield rates of high-quality corporate debentures in Switzerland that are used for discounting a defined benefit obligation.

 

The effect of the change in the discount rate is an increase in the defined benefit obligation as of June 30, 2024, in the amount of $1,433 thousand which was recognized against other comprehensive income.

v3.24.3
Capital and Reserves
6 Months Ended
Jun. 30, 2024
Capital and Reserves [Abstract]  
Capital and Reserves

Note 8 – Capital and Reserves

 

Share capital and share premium

 

During the period, the Group recognized the following amounts within share capital and share premium:

 

   For the
six months
ended
 
   June 30,
2024
 
   Thousands of
USD
 
Exercise of warrants, options and vesting of RSUs   (4,990)
Share-based payment acquired   (363)
Share-based payments   6,833 
Total   1,480 

 

   For the
year ended
 
   December 31,
2023
 
   Thousands of
USD
 
Exercise of warrants, options and vesting of RSUs   (12,294)
Share based payment acquired   (4,459)
Share-based payments   20,101 
Total   3,348 
v3.24.3
Related and Interested Parties
6 Months Ended
Jun. 30, 2024
Related and Interested Parties [Abstract]  
Related and Interested Parties

Note 9 - Related and Interested Parties

 

Transactions with key management personnel

 

Benefits to key management personnel

 

Key management personnel received benefits in the amount of $4,853 thousand during the six month period ended June 30, 2024 (in the six month period ended June 30, 2023: $4,560 thousand) in the form of short-term employee benefits and share-based payments.

v3.24.3
Events After the Reporting Date
6 Months Ended
Jun. 30, 2024
Events After the Reporting Date [Abstract]  
Events after the Reporting Date

Note 10 - Events after the Reporting Date

 

a. In July 2024, the Group granted 2,000,000 RSUs to employees of the Company. The RSUs represent the right to receive ordinary shares at a future time and vest over a period of two to four years.

 

b.On July 3, 2024, the Company entered into a definitive agreement, under which it agreed to acquire all outstanding shares of Desktop Metal, Inc. (“Desktop Metal”) (NYSE: DM) in an all-cash transaction for $5.50 per share, subject to possible downward adjustments to $4.07 per share. At $5.50 per share, the transaction represents a total consideration of approximately $183 million, and possibly $135 million based on downward adjustments.

 

The transaction is not subject to a financing condition. The Company intends to finance the transaction using its cash on hand.

 

The closing of the transaction is subject to certain closing conditions, including the approval of Desktop Metal’s stockholders, and required regulatory approvals, and certain termination rights as described in the merger agreement. With respect to the approval under the Hart-Scott-Rodino Act, the Company announced on August 26, 2024, that the waiting period under which the United States Department of Justice could have raised issues had expired.

 

c.On September 25, 2024, the Company entered into a definitive agreement, under which it agreed to acquire all outstanding shares of Markforged Holding Corporation (“Markforged”) (NYSE: MKFG) in an all-cash transaction for $5.00 per share. The transaction represents a total consideration of approximately $115 million.

 

The transaction is not subject to any financing conditions. The Company intends to finance the transaction using its cash on hand.

 

The closing of the transaction is subject to certain closing conditions, including the approval of Markforged’s stockholders, and required regulatory approvals, and certain termination rights as described in the merger agreement.

v3.24.3
Accounting Policies, by Policy (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Statement of Compliance
a. Statement of Compliance

These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, and do not include all of the information required for full annual financial statements. They should be read in conjunction with the financial statements as at and for the year ended December 31, 2023 (the “Annual Financial Statements”).

These condensed consolidated interim financial statements as at and for the six months ended June 30, 2024, were authorized for issuance by the Company’s Audit Committee on September 30, 2024.

Material accounting policies, amendments to standards and interpretations not yet adopted
b.Material accounting policies, amendments to standards and interpretations not yet adopted:

Except as described below, the accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its Annual Financial Statements.

Presented hereunder is a description of the changes in accounting policies not yet adopted and their expected effect on the financial statements.

IFRS 18, Presentation and Disclosure in Financial Statements:

This standard replaces IAS 1, Presentation of Financial Statements. The purpose of the standard is to provide improved structure and content to the financial statements, particularly the income statement.

The standard includes new disclosure and presentation requirements that were taken from IAS 1, Presentation of Financial Statements, with small changes.

As part of the new disclosure requirements, companies will be required to present two subtotals in the income statement: operating profit and profit before financing and taxes. Furthermore, for most companies, the results in the income statements will be classified into three categories: operating profit, profit from investments and profit from financing.

In addition to the changes in the structure of the income statements, the standard also includes a requirement to provide separate disclosure in the financial statements regarding the use of management-defined performance measures (non-GAAP measures).

Furthermore, the standard adds specific guidance for aggregation and disaggregation of items in the financial statements and in the notes. The standard will encourage companies to avoid classifying items as ‘other’ (for example, other expenses), and using this classification will lead to additional disclosure requirements.

The standard is effective from annual reporting periods beginning on or after January 1, 2027, with earlier application being permitted. The Group is examining the effects of the standard on its financial statements with no plans for early adoption.

Use of estimates and judgments
c. Use of Estimates and Judgments

The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgments made by management in applying the Group’s accounting policies and the principal assumptions used in the estimation of uncertainty were the same as those that applied to the Annual Financial Statements.

v3.24.3
Share-Based Payments (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Payment [Abstract]  
Schedule of Fair Value of the Options The RSUs represent the right to receive ordinary shares at a future time and vest over a period of two to four years.
   RSUs- Directors,
employees
 
     
Number of share options granted (ADSs)  1,806,000 
Fair value at the grant date (thousands of USD)  4,854,040 
Range of share price (USD)  $2.59–$2.83 
v3.24.3
Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2024
Financial Instruments [Abstract]  
Schedule of Fair Value Measurements
As of June 30, 2024            
             
   Level 1   Level 2   Total 
   Thousands of USD 
Financial assets:            
Traded shares   81,342    
    81,342 
Total assets:   81,342    
    81,342 

 

As of June 30, 2023
   Level 1   Level 2   Total 
   Thousands of USD 
Financial assets:               
Traded shares   172,185    
    172,185 
Total assets:   172,185    
    172,185 
Financial liabilities:               
Liability in respect of warrants   
    140    140 
Total liabilities   
    140    140 
Presented under non-current liabilities   
    140    140 
v3.24.3
Revenues (Tables)
6 Months Ended
Jun. 30, 2024
Revenues [Abstract]  
Schedule of Contract Assets and Contract Liabilities Deriving from Contracts with Customers The table below provides information regarding receivables, contract assets and contract liabilities deriving from contracts with customers.
   For the
six months
ended
June 30,
2024
 
   Thousands of
USD
 
     
Trade receivables   12,150 
Contract liabilities   3,062 
Schedule of Revenues Per Major Products Revenues per major products:
   For the six months ended
June 30,
 
   2023   2024 
   Thousands of
USD
   Thousands of
USD
 
         
Consumables   3,604    4,645 
Support services   2,140    2,653 
Sales of systems   23,958    21,052 
Total revenues   29,702    28,350 

 

Schedule of Revenues Per Geographical Locations Revenues per geographical locations:
   For the six months ended
June 30,
 
   2023   2024 
   Thousands of
USD
   Thousands of
USD
 
Americas   10,263    8,783 
Asia Pacific   1,368    2,279 
Europe and Israel (*)   18,071    17,288 
Total revenues   29,702    28,350 
(*) The Company combined all revenues into the Europe and Israel geography, due to immateriality of the amounts of revenues in Israel.
Schedule of Timing of Revenue Recognition Revenues per timing of revenue recognition:
   For the six months ended
June 30,
 
   2023   2024 
   Thousands of
USD
   Thousands of
USD
 
Services transferred over time   2,140    2,653 
Goods transferred at a point in time   27,562    25,697 
Total revenues   29,702    28,350 
v3.24.3
Capital and Reserves (Tables)
6 Months Ended
Jun. 30, 2024
Capital and Reserves [Abstract]  
Schedule of Share Capital and Share Premium During the period, the Group recognized the following amounts within share capital and share premium:
   For the
six months
ended
 
   June 30,
2024
 
   Thousands of
USD
 
Exercise of warrants, options and vesting of RSUs   (4,990)
Share-based payment acquired   (363)
Share-based payments   6,833 
Total   1,480 
   For the
year ended
 
   December 31,
2023
 
   Thousands of
USD
 
Exercise of warrants, options and vesting of RSUs   (12,294)
Share based payment acquired   (4,459)
Share-based payments   20,101 
Total   3,348 
v3.24.3
Material Events During the Reporting Period (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 6 Months Ended
Jan. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Material Events During the Reporting Period [Line Items]      
Repurchased share   26,043,291  
Treasury shares   $ 69,755 $ 23,259
Purchase price per share $ 0.01    
Beneficial ownership, percentage 10.00%    
Treasury Shares [Member]      
Material Events During the Reporting Period [Line Items]      
Treasury shares   $ 69,755 $ 23,259
v3.24.3
Share-Based Payments (Details)
$ in Thousands
1 Months Ended 6 Months Ended
Mar. 31, 2024
Year
shares
Feb. 29, 2024
shares
Jun. 30, 2024
USD ($)
Year
shares
Jun. 30, 2023
USD ($)
Share-Based Payment [Line Items]        
Share-based payments expenses (in Dollars) | $     $ 6,833 $ 11,542
Restricted share units [member]        
Share-Based Payment [Line Items]        
Shares granted (in Shares) | shares 510,000 510,000 1,296,000  
Restricted share units [member] | Bottom of Range [Member]        
Share-Based Payment [Line Items]        
Ordinary shares vest over a period 3   2  
Restricted share units [member] | Top of Range [Member]        
Share-Based Payment [Line Items]        
Ordinary shares vest over a period 4   4  
v3.24.3
Share-Based Payments (Details) - Schedule of Fair Value of the Options - RSUs- Directors employees [Member]
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
$ / shares
shares
Share-Based Payment [Line Items]  
Number of share options granted (ADSs) (in Shares) | shares 1,806,000
Fair value at the grant date (thousands of USD) (in Dollars) | $ $ 4,854,040
Bottom of Range [Member]  
Share-Based Payment [Line Items]  
Range of share price (USD) $ 2.59
Top of Range [Member]  
Share-Based Payment [Line Items]  
Range of share price (USD) $ 2.83
v3.24.3
Financial Instruments (Details) - Schedule of Fair Value Measurements - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Financial assets:      
Traded shares $ 81,342 $ 138,446 $ 172,185
Total assets: 81,342   172,185
Financial liabilities:      
Liability in respect of warrants     140
Total liabilities     140
Presented under non-current liabilities     140
Level 1 [Member]      
Financial assets:      
Traded shares 81,342   172,185
Total assets: 81,342   172,185
Financial liabilities:      
Liability in respect of warrants    
Total liabilities    
Presented under non-current liabilities    
Level 2 [Member]      
Financial assets:      
Traded shares  
Total assets:  
Financial liabilities:      
Liability in respect of warrants     140
Total liabilities     140
Presented under non-current liabilities     $ 140
v3.24.3
Revenues (Details) - Schedule of Contract Assets and Contract Liabilities Deriving from Contracts with Customers
$ in Thousands
Jun. 30, 2024
USD ($)
Receivables from contracts with customers [abstract]  
Trade receivables $ 12,150
Contract liabilities $ 3,062
v3.24.3
Revenues (Details) - Schedule of Revenues Per Major Products - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenue from contracts with customers [line items]    
Total revenues $ 28,350 $ 29,702
Consumables [Member]    
Revenue from contracts with customers [line items]    
Total revenues 4,645 3,604
Support services [Member]    
Revenue from contracts with customers [line items]    
Total revenues 2,653 2,140
Sales of systems [Member]    
Revenue from contracts with customers [line items]    
Total revenues $ 21,052 $ 23,958
v3.24.3
Revenues (Details) - Schedule of Revenues Per Geographical Locations - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Schedule of Revenues per Geographical Locations [Line Items]    
Revenues $ 28,350 $ 29,702
Americas [Member]    
Schedule of Revenues per Geographical Locations [Line Items]    
Revenues 8,783 10,263
Asia Pacific [Member]    
Schedule of Revenues per Geographical Locations [Line Items]    
Revenues 2,279 1,368
Europe and Israel [Member]    
Schedule of Revenues per Geographical Locations [Line Items]    
Revenues [1] $ 17,288 $ 18,071
[1] The Company combined all revenues into the Europe and Israel geography, due to immateriality of the amounts of revenues in Israel.
v3.24.3
Revenues (Details) - Schedule of Timing of Revenue Recognition - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Revenue from contracts with customers [line items]    
Revenues $ 28,350 $ 29,702
Services transferred over time [Member]    
Revenue from contracts with customers [line items]    
Revenues 2,653 2,140
Goods transferred at a point in time [Member]    
Revenue from contracts with customers [line items]    
Revenues $ 25,697 $ 27,562
v3.24.3
Employee Benefits (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Employee Benefits [Abstract]    
Defined benefit obligation $ (1,433) $ (1,060)
v3.24.3
Capital and Reserves (Details) - Schedule of Share Capital and Share Premium - Share capital and share premium [Member] - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Disclosure of classes of share capital [line items]    
Exercise of warrants, options and vesting of RSUs $ (4,990) $ (12,294)
Share-based payment acquired (363) (4,459)
Share-based payments 6,833 20,101
Total $ 1,480 $ 3,348
v3.24.3
Related and Interested Parties (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Related and Interested Parties [Abstract]    
Personnel received benefits $ 4,853 $ 4,560
v3.24.3
Events After the Reporting Date (Details) - Events After the Reporting Date [Member]
1 Months Ended
Sep. 25, 2024
USD ($)
$ / shares
Jul. 03, 2024
USD ($)
$ / shares
Jul. 31, 2024
Year
shares
Events after the reporting date [Line Items]      
Downward adjustments   $ 135,000,000  
Cash transaction per share (in Dollars per share) | $ / shares $ 5 $ 5.5  
Total consideration $ 115,000,000 $ 183,000,000  
Desktop Metal, Inc. [Member]      
Events after the reporting date [Line Items]      
Cash transaction (in Dollars per share) | $ / shares   $ 5.5  
Downward adjustments   $ 4.07  
Restricted share units [member]      
Events after the reporting date [Line Items]      
Number of shares granted (in Shares) | shares     2,000,000
Restricted share units [member] | Bottom of range [member]      
Events after the reporting date [Line Items]      
Ordinary shares vest over a period (in Year) | Year     2
Restricted share units [member] | Top of range [member]      
Events after the reporting date [Line Items]      
Ordinary shares vest over a period (in Year) | Year     4

Nano Dimension (NASDAQ:NNDM)
Gráfica de Acción Histórica
De Sep 2024 a Oct 2024 Haga Click aquí para más Gráficas Nano Dimension.
Nano Dimension (NASDAQ:NNDM)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024 Haga Click aquí para más Gráficas Nano Dimension.