Nano Dimension Ltd. — FY2022 Form 20-F Summary
Reporting period: Fiscal year ended December 31, 2022. This is an annual report, not a standalone fourth-quarter filing; the provided filing text does not give a clear Q4-only breakdown. Financial statements are prepared under IFRS and amounts below are in U.S. dollars unless stated otherwise.
Business context
Nano Dimension develops and sells additive manufacturing systems, materials, software and related equipment for electronics and precision mechanical applications. Its portfolio includes DragonFly electronics printers, Fabrica micro-manufacturing printers, Admatec ceramic and metal printers, Essemtec electronics-assembly equipment, and Global Inkjet Systems technology. The company continued to expand through acquisitions, purchasing GIS in January 2022 and Formatec Holding in July 2022.
Key financial metrics
| Metric | FY2022 | FY2021 |
|---|---|---|
| Revenue | $43.6 million | $10.5 million |
| Gross profit | $14.1 million | $1.1 million |
| Gross margin | 32.2% | 10.7% |
| Operating loss | $171.5 million | $223.2 million |
| Net loss | $228.3 million | $200.8 million |
| Basic loss per share | $0.88 | $0.81 |
| Cash used in operating activities | $92.1 million | $42.6 million |
| Cash and cash equivalents at year-end | $685.4 million | $853.6 million |
Cash and current bank deposits totaled approximately $1.032 billion at year-end 2022. Total assets were $1.203 billion, total liabilities $53.2 million and equity $1.150 billion. The balance sheet included $114.984 million of Stratasys shares, $17.220 million of lease liabilities, $0.736 million of bank loans and $1.986 million of liabilities for Israeli government grants. Cash used in investing activities was $67.7 million and cash used in financing activities was $5.3 million. The company reported a $236.7 million EBITDA loss and an $88.8 million adjusted EBITDA loss, both non-IFRS measures.
Material changes versus FY2021
- Revenue rose 316% to $43.6 million, principally due to consolidation of acquired businesses, including Essemtec and GIS. Systems sales were $34.9 million, consumables $5.5 million and support services $3.2 million.
- Gross profit increased to $14.1 million, and gross margin improved to 32.2%. The filing attributes the improvement mainly to higher revenue; reported cost of revenue also included $4.6 million of inventory and acquired-asset write-downs.
- Operating expenses increased: R&D rose 82% to $75.8 million, sales and marketing rose 71% to $38.8 million, and general and administrative expenses rose 55% to $30.5 million. The company cited higher staffing, development spending, commercialization investment and acquisition-related professional costs.
- Operating loss narrowed 23% to $171.5 million, partly reflecting lower impairment charges: $40.5 million in 2022 versus $140.3 million in 2021. Despite that improvement, net loss increased 14% to $228.3 million, primarily as net finance shifted from income to expense.
- Operating cash outflow more than doubled to $92.1 million. The company spent $177.8 million to acquire Stratasys shares and recorded a $62.8 million fair-value loss on that investment.
Outlook, risks and unusual items
- Management said current resources were expected to fund business needs for at least the next 12 months. The company had not achieved profitability and expected continued losses while investing in R&D, sales, manufacturing capacity and acquisitions. No specific revenue or earnings guidance was provided in the filing text.
- Management reported a $40.5 million impairment of goodwill, intangible assets and property, plant and equipment. The valuation used projected cash flows and a 21% discount rate; the auditor identified impairment valuation as a critical audit matter.
- The company held approximately 14.5% of Stratasys at year-end. In March 2023 it made a non-binding cash offer for the remaining shares, initially at $18.00 per share and subsequently revised to $19.55 after rejection. The proposed transaction was estimated at approximately $1.1 billion; completion was uncertain and could materially affect cash resources and management capacity.
- The auditor issued an adverse opinion on internal control over financial reporting because of a material weakness in Essemtec’s IT change-management controls. Management said no financial-statement misstatement was identified and expected remediation before the end of 2023. The 2022 financial statements received an unqualified audit opinion.
- Key risks include continued losses and uncertain commercialization, acquisition integration and further impairment, competition and technology changes, reliance on suppliers and a single production facility, foreign-exchange exposure, and political or security developments in Israel. Israeli Innovation Authority grants carry royalty obligations and restrictions on transferring or manufacturing supported technology outside Israel.
- Legal and governance matters include shareholder litigation and disputes with activist shareholder Murchinson over a contested shareholder meeting and board composition. These proceedings were unresolved at the filing date. A January 2023 rights plan may dilute holders acquiring 10% or more under specified circumstances.
- After year-end, the company disclosed that funds held at Silicon Valley Bank had been moved to other banks; it said it recovered access to the funds. The filing also describes share repurchases begun in February 2023 under a $100 million authorization.
Most important facts for investors to verify
- How much of the 316% revenue increase reflects acquired businesses versus organic growth, and whether margins improve as acquisition-related write-downs and integration costs subside.
- Cash burn, investment commitments and liquidity after the Stratasys share purchases, subsequent repurchases, and any potential Stratasys transaction.
- Underlying assumptions behind the impairment valuation and whether actual revenue and profitability trends support management’s forecasts.
- Progress and independent verification of remediation of the material weakness, including controls at acquired subsidiaries.
- Outcomes and potential costs of the Murchinson disputes and other disclosed legal proceedings; status of the Stratasys offer and related regulatory or contractual constraints.
- Potential dilution from outstanding options, RSUs and warrants, and the terms and effects of the rights plan.