6-K
Nano Dimension Ltd. (NNDM)
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: March 2023 (Report No. 12)
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
Attached hereto and incorporated herein is Nano Dimension Ltd.’s (the “Registrant”) press release issued on March 30, 2023, titled “Nano Dimension Announces 2022 Revenue of $43.6M.”
Attached hereto and incorporated herein is the Registrant’s investor presentation, which was posted on the Registrant’s website on March 30, 2023.
The first two paragraphs and the sections titled “Fourth Quarter 2022 Financial Results,” “Year Ended December 31^st^, 2022 Financial Results,” “Forward-Looking Statements” and the financial statements in the press release are incorporated by reference into the registration statements on Form F-3 (File No. Nos. 333-255960, 333-233905, 333-251155, 333-252848, 333-251004 and 333-249184) and Form S-8 (File No. 333-214520, 333-248419 and 333-269436) of the Registrant, filed with the Securities and Exchange Commission (“SEC”), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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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: March 31, 2023 | By: | /s/ Yael Sandler |
| Name: | Yael Sandler | |
| Title: | Chief Financial Officer |
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Exhibit 99.1
NanoDimension Announces 2022 Revenue of $43.6M
316% Growth forFull Year 2022 Over 2021
2022 Revenue is 1,200% Higher than 2020
Q4/2022 Revenue of $12.1M is 61% Higher Than Q4/2021
and 21% Higher Than Q3/2022
Waltham, Mass, March 30, 2023 (GLOBE NEWSWIRE)-- Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today announced its financial results for the fourth quarter and full year ended December 31^st^, 2022.
Nano Dimension reported audited consolidated revenues of $12.1 million for the fourth quarter ended December 31^st^, 2022, a 61% increase over the fourth quarter of 2021 and 21% increase over the third quarter of 2022. Revenues for the full year ended December 31^st^, 2022, were $43.6 million, an increase of 316% over full year 2021.
CEO MESSAGE TO SHAREHOLDERS:
“We have delivered very significant revenue growth in 2022, demonstrating further progress in our strategy to drive rapid innovation that meets customer needs. We also achieved several key customer and sales milestones, including strengthening our defense customer base with orders from a European-based military force and western global aerospace and defense contractor, as well as key transactions with academic and research institutions. We also made significant strides in executing against our goal of becoming the leading AI/deep learning framework for industrial applications. The advancements we’ve made are empowering all machines in the extended Nano Dimension ecosystem through advanced industrial inspection, print quality optimization, process optimization and monitoring and maintenance of machines, a significant value-add to new and existing customers.
We hope to accelerate our organic growth in the year ahead and remain well-positioned to execute on our M&A strategy – including our recently announced offer to acquire Stratasys Ltd. (“Stratasys”), which we view as a strategic, complementary asset in the relatively mature polymer-based AM market segment – within a flexible capital deployment framework. With the intensive help of our financial advisors, Greenhill and Lazard, in addition to our ongoing exchange with Stratasys, we continue building and pursuing our pipeline of additional prospective synergistic M&A transactions.”
The Company’s organic revenue growth of previous acquisitions:
| ● | AM/Admatec revenue grew +60% over 6 months since acquisition. |
|---|---|
| ● | Additive Electronics/Essemtec revenue grew +8% over 12 months sinceacquisition. |
| --- | --- |
| ● | AM/GIS revenue grew +4% over 12 months since acquisition. |
| --- | --- |
Highlights from the Financial Results for the full Years 2022 and 2021:
| § | IFRS Gross Margin (“GM”) for 2022 was 32%, compared to11% in 2021. |
|---|---|
| § | Our adjusted GM (excluding share based payments and cost of revenues<br>from amortization of inventory and assets recognized in business combination and technology) for 2022 was 46% comparedto 45% in 2021. |
| --- | --- |
| o | Our loss before taxes for 2022 was $228,031 thousand. |
| --- | --- |
| o | Our EBITDA for 2022 was $236,697 thousand. |
| --- | --- |
| o | Our adjusted EBITDA for 2022 was $88,804 thousand. |
| --- | --- |
| o | Our investment in research and development (R&D) expenses for 2022 was $75,763 thousand, which is the<br>major part of the contributors to the negative EBITDA. |
| --- | --- |
| § | Our loss before taxes for 2021 was $205,730 thousand. |
| --- | --- |
| § | Our EBITDA for 2021 was $199,698 thousand. |
| --- | --- |
| § | Our adjusted EBITDA for 2021 was $43,345 thousand. |
| --- | --- |
| o | Our investment in R&D expenses for 2021 was $41,686 thousand, which is the major part of the<br>contributors to the negative EBITDA. |
| --- | --- |
Fourth Quarter 2022 Financial Results
| ● | Total revenues for the fourth quarter of 2022 were $12,104,000, compared<br>to $9,998,000 in the third quarter of 2022, and $7,531,000 in the fourth quarter of 2021. The increase is attributed to increased sales<br>of the Company’s product lines. |
|---|---|
| ● | R&D expenses for the fourth quarter of 2022 were $20,993,000, compared<br>to $18,535,000 in the third quarter of 2022, and $15,099,000 in the fourth quarter of 2021. The increase resulted primarily from an increase<br>in payroll and related expenses due to more research and development resources, as well as an increase in materials expenses. |
| --- | --- |
| ● | Sales and marketing (S&M) expenses for the fourth quarter of 2022 were<br>$9,758,000, compared to $9,652,000 in the third quarter of 2022, and $7,690,000 in the fourth quarter of 2021. The increase compared to<br>the fourth quarter of 2021 is resulted primarily from an increase in payroll and related expenses and marketing expenses. |
| --- | --- |
| ● | General and administrative (G&A) expenses for the fourth quarter of 2022<br>were $9,091,000, compared to $7,417,000 in the third quarter of 2022, and $6,470,000 in the fourth quarter of 2021. The increase resulted<br>primarily from an increase in payroll and related expenses as well as professional services. |
| --- | --- |
| ● | Impairment losses for the fourth quarter of 2022 were $40,523,000. During<br>2022, there was a decline in the Company’s share price, such that as of December 31, 2022, the fair value of the Company, which<br>is based on the share price, is lower than its book value of equity. Given the recoverable amount of the said cash generating units (CGUs),<br>the goodwill, intangibles and property, plant and equipment relating to the said CGUs was reduced by approximately $40.5 million. |
| --- | --- |
| ● | Net loss for the fourth quarter of 2022 was $87,667,000, or $0.34 per share,<br>compared to $66,931,000, or $0.07 per share, in the third quarter of 2022, and $159,624,000, or $0.62 per share, in the fourth quarter<br>of 2021. |
| --- | --- |
Year Ended December 31^st^,2022 Financial Results
| ● | Total revenues for the year ended December 31, 2022, were $43,633,000, compared<br>to $10,493,000 in the year ended December 31, 2021. The increase is attributed to increased sales of the Company’s product lines. |
|---|---|
| ● | Cost of revenues (excluding amortization of inventory and intangibles) for<br>the year ended December 31, 2022, was $24,943,000, compared to $5,730,000 in the year ended December 31, 2021. The increase is attributed<br>mostly to increased sales of the Company’s product lines. |
| --- | --- |
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| ● | R&D expenses for the year ended December 31, 2022, were $75,763,000,<br>compared to $41,686,000 in the year ended December 31, 2021. The increase is attributed to an increase of $21,034,000 in payroll and related<br>expenses, as well as an increase of $4,117,000 in materials and $7,480,000 in subcontractors’ expenses, due to more research and<br>development resources, and an increase of $3,186,000 in share-based payments expenses. The increase in R&D expenses was partially<br>offset by a decrease of $2,659,000 in depreciation. |
|---|---|
| ● | S&M expenses for the year ended December 31, 2022, were $38,833,000,<br>compared to $22,713,000 in the year ended December 31, 2021. The increase resulted primarily from an increase of $11,774,000 in payroll<br>and related expenses, an increase of $1,004,000 in marketing, commissions and advertising expenses, as well as an increase of $1,818,000<br>in travel expenses and $1,185,000 in depreciation. During 2022, the Company decided to invest increased resources in sales and marketing<br>activities, thus, it increased the number of its sales and marketing personnel. |
| --- | --- |
| ● | G&A expenses for the year ended December 31, 2022, were $30,457,000,<br>compared to $19,644,000 in the year ended December 31, 2021. The increase resulted primarily from an increase of $6,442,000 in payroll<br>and related expenses and $2,709,000 in professional services due to the Company’s latest acquisitions. |
| --- | --- |
| ● | Impairment losses for the year ended December 31, 2022, were $40,523,000. |
| --- | --- |
| ● | Net loss for the year ended December 31, 2022, was $227,423,000, or $0.88<br>per share, compared to $200,777,000 or $0.81 per share, in the year ended December 31, 2021. |
| --- | --- |
Conference call information
*The Company will host a conference callto discuss these financial results today, March 30th, 2023, at 9:00 a.m. EDT (4:00 p.m. IDT). We encourage participants to pre-registerfor the conference call using the following link:*https://dpregister.com/sreg/10175112/f5aecf64c0.
Webcast link:https://event.choruscall.com/mediaframe/webcast.html?webcastid=jXYiYYF0.
U.S. Dial-in Number: 844-695-5517, INTERNATIONALDIAL IN: 1-412-902-6751, Israel Dial in Number: 1-80-9212373. Please request the “Nano Dimension NNDM call” when promptedby the conference call operator. For those unable to participate in the conference call, there will be a replay available from a linkon Nano Dimension’s website at http://investors.nano-di.com/eventsand-presentations.
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) visionis to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficientprecision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanicaldevices - on demand, anytime, anywhere.
Nano Dimension’s strategy is drivenby the application of deep learning based AI to drive improvements in manufacturing capabilities by using self-learning & self-improvingsystems, along with the management of a distributed manufacturing network via the cloud.
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Nano Dimension serves over 2,000 customersacross vertical target markets such as aerospace & defense, advanced automotive, high-tech industrial, specialty medical technology,R&D and academia. The company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines andconsumable materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices(Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers basedapplications - from millimeters to several centimeters in size with micron precision.
Through the integration of its portfolioof products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmentalfootprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.
For more information, please visit www.nano-di.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. For example, Nano Dimension is using forward-looking statements when it discusses its hope to accelerate its organic growth in the year ahead and remain well-positioned to execute on its M&A strategy, the Company’s offer to Stratasys and that the Company is continuing to build and pursue its pipeline of additional prospective synergistic M&A transactions. The forward-looking statements contained or implied in this press release are subject to risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.
NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | [email protected]
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Consolidated Statementsof Financial Position as at
| 2021 | 2022 | |||
|---|---|---|---|---|
| Thousands | Thousands | |||
| Assets | ||||
| Cash and cash equivalents | ||||
| Bank deposits | ||||
| Restricted deposits | ||||
| Trade receivables | ||||
| Other receivables | ||||
| Inventory | ||||
| Total current assets | ||||
| Restricted deposits | ||||
| Bank deposits | ||||
| Investment in securities | ||||
| Deferred tax | ||||
| Other receivables | ||||
| Property plant and equipment, net | ||||
| Right of use assets | ||||
| Intangible assets | ||||
| Total non-current assets | ||||
| Total assets | ||||
| Liabilities | ||||
| Trade payables | ||||
| Financial derivatives and deferred consideration | ||||
| Other payables | ||||
| Current portion of other long-term liability | ||||
| Total current liabilities | ||||
| Liability in respect of government grants | ||||
| Employee benefits | ||||
| Liability in respect of warrants | ||||
| Lease liability | ||||
| Deferred tax liabilities | ||||
| Loan from banks | ||||
| Total non-current liabilities | ||||
| Total liabilities | ||||
| Equity | ||||
| Non-controlling interests | ||||
| Share capital | ||||
| Share premium and capital reserves | ||||
| Treasury shares | ) | ) | ||
| Foreign currency translation reserve | ||||
| Remeasurement of net defined benefit liability (IAS 19) | ||||
| Accumulated loss | ) | ) | ||
| Equity attributable to owners of the company | ||||
| Total equity | ||||
| Total liabilities and equity |
All values are in US Dollars.
5
Consolidated Statementsof Profit or Loss and Other Comprehensive Income
(In thousands of USD, except per share amounts)
| For the Year Ended | For the Three-Month Period Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2021 | 2022 | 2021 | 2022 | |||||||||
| Revenues | 10,493 | 43,633 | 7,531 | 12,104 | ||||||||
| Cost of revenues | 5,730 | 24,943 | 4,350 | 3,784 | ||||||||
| Cost of revenues - write-down of inventories and impairment of assets recognized in business combination and technology | 3,641 | 4,639 | 2,869 | 649 | ||||||||
| Total cost of revenues | 9,371 | 29,582 | 7,219 | 4,433 | ||||||||
| Gross profit | 1,122 | 14,051 | 312 | 7,671 | ||||||||
| Research and development expenses, net | 41,686 | 75,763 | 15,099 | 20,993 | ||||||||
| Sales and marketing expenses | 22,713 | 38,833 | 7,690 | 9,758 | ||||||||
| General and administrative expenses | 19,644 | 30,457 | 6,470 | 9,091 | ||||||||
| Impairment losses | 140,290 | 40,523 | 140,290 | 40,523 | ||||||||
| Operating loss | (223,211 | ) | (171,525 | ) | (169,237 | ) | (72,694 | ) | ||||
| Finance income | 17,909 | 22,965 | 5,326 | 11,105 | ||||||||
| Finance expense | 428 | 79,471 | — | 25,305 | ||||||||
| Loss before taxes on income | (205,730 | ) | (228,031 | ) | (163,911 | ) | (86,894 | ) | ||||
| Taxes benefit (expense) | 4,906 | (264 | ) | 4,258 | (1,006 | ) | ||||||
| Loss for the year | (200,824 | ) | (228,295 | ) | (159,653 | ) | (87,900 | ) | ||||
| Loss attributable to non-controlling interests | (47 | ) | (872 | ) | (29 | ) | (233 | ) | ||||
| Loss attributable to owners | (200,777 | ) | (227,423 | ) | (159,624 | ) | (87,667 | ) | ||||
| Loss per share | ||||||||||||
| Basic loss per share | (0.81 | ) | (0.88 | ) | (0.62 | ) | (0.34 | ) | ||||
| Other comprehensive income items that after initial recognition in comprehensive income were or will be transferred to profit or loss | ||||||||||||
| Foreign currency translation differences for foreign operations | (46 | ) | (844 | ) | (46 | ) | 1,507 | |||||
| Other comprehensive income items that will not be transferred to profit or loss | ||||||||||||
| Remeasurement of net defined benefit liability (IAS 19), net of tax | — | 2,508 | — | (619 | ) | |||||||
| Total other comprehensive income (loss) for the year | (46 | ) | 1,664 | (46 | ) | 888 | ||||||
| Total comprehensive loss for the year | (200,870 | ) | (226,631 | ) | (159,699 | ) | (87,012 | ) | ||||
| Comprehensive loss attributable to non-controlling interests | (69 | ) | (892 | ) | (51 | ) | (157 | ) | ||||
| Comprehensive loss attributable to owners of the Company | (200,801 | ) | (225,739 | ) | (159,648 | ) | (86,855 | ) |
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Consolidated Statementsof Changes in Equity
(In thousands of USD)
| Share<br> capital | Share<br> premium<br> and capital<br> reserves | Remeasurement<br> of IAS 19 | Treasury<br> shares | Presentation<br> / Foreign<br> currency<br> translation<br> reserve | Accumulated<br> loss | Total | Non-controlling<br> interests | Total<br> equity | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the year ended December 31, 2022: | ||||||||||||||||||||||||||
| Balance as of January 1, 2022 | 386,665 | 1,266,027 | — | (1,509 | ) | 1,407 | (309,234 | ) | 1,343,356 | 875 | 1,344,231 | |||||||||||||||
| Investment of non-controlling party in subsidiary | - | - | - | - | - | - | — | 784 | 784 | |||||||||||||||||
| Loss for the year | - | - | - | - | - | (227,423 | ) | (227,423 | ) | (872 | ) | (228,295 | ) | |||||||||||||
| Other comprehensive loss for the year | - | - | 2,508 | - | (824 | ) | - | 1,684 | (20 | ) | 1,664 | |||||||||||||||
| Exercise of warrants and options | 1,741 | (1,741 | ) | - | - | - | - | — | - | — | ||||||||||||||||
| Share based payment acquired | - | (1,005 | ) | - | - | - | - | (1,005 | ) | - | (1,005 | ) | ||||||||||||||
| Share-based payments | - | 32,913 | - | - | - | - | 32,913 | - | 32,913 | |||||||||||||||||
| Balance as of December 31, 2022 | 388,406 | 1,296,194 | 2,508 | (1,509 | ) | 583 | (536,657 | ) | 1,149,525 | 767 | 1,150,292 | |||||||||||||||
| Share<br> capital | Share<br> premium<br> and capital<br> reserves | Remeasurement<br> of IAS 19 | Treasury<br> shares | Presentation<br> / Foreign<br> currency<br> translation<br> reserve | Accumulated<br> loss | Total | Non-controlling<br> interests | Total<br> equity | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| For the three months ended December 31, 2022: | ||||||||||||||||||||||||||
| Balance as of October 1, 2022 | 387,646 | 1,291,290 | 3,127 | (1,509 | ) | (848 | ) | (448,990 | ) | 1,230,716 | 865 | 1,231,581 | ||||||||||||||
| Investment of non-controlling party in subsidiary | - | - | - | - | - | - | — | 59 | 59 | |||||||||||||||||
| Loss for the year | - | - | - | - | - | (87,667 | ) | (87,667 | ) | (233 | ) | (87,900 | ) | |||||||||||||
| Other comprehensive loss for the year | - | - | (619 | ) | - | 1,431 | - | 812 | 76 | 888 | ||||||||||||||||
| Exercise of warrants and options | 760 | (760 | ) | - | - | - | - | — | - | — | ||||||||||||||||
| Share based payment acquired | - | (262 | ) | - | - | - | - | (262 | ) | - | (262 | ) | ||||||||||||||
| Share-based payments | - | 5,926 | - | - | - | - | 5,926 | - | 5,926 | |||||||||||||||||
| Balance as of December 31, 2022 | 388,406 | 1,296,194 | 2,508 | (1,509 | ) | 583 | (536,657 | ) | 1,149,525 | 767 | 1,150,292 |
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Consolidated Statementsof Cash Flows
(In thousands of USD)
| For the Year Ended December 31, | For the three months Ended Dec 31 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2022 | 2021 | 2022 | |||||||||
| Cash flow from operating activities: | ||||||||||||
| Net loss | (200,824 | ) | (228,295 | ) | (159,653 | ) | (87,900 | ) | ||||
| Adjustments: | ||||||||||||
| Depreciation and amortization | 7,383 | 7,283 | 2,405 | 1,199 | ||||||||
| Impairment losses | 140,290 | 40,523 | 140,290 | 40,523 | ||||||||
| Financing (income) expenses, net | (6,873 | ) | (1,769 | ) | (5,074 | ) | (10,858 | ) | ||||
| Revaluation of financial liabilities accounted at fair value | (10,608 | ) | (4,516 | ) | (252 | ) | 335 | |||||
| Revaluation of financial assets accounted at fair value | — | 62,791 | — | 24,723 | ||||||||
| Loss from disposal of property plant and equipment and Right of use assets | 567 | 948 | 495 | 857 | ||||||||
| Increase in deferred tax | (5,013 | ) | (581 | ) | (4,279 | ) | 860 | |||||
| Share-based payments | 29,782 | 32,563 | 8,279 | 5,926 | ||||||||
| Other | — | 275 | — | 59 | ||||||||
| Fees paid (*) | (70 | ) | (109 | ) | (65 | ) | (14 | ) | ||||
| 155,458 | 137,408 | 141,799 | 63,610 | |||||||||
| Changes in assets and liabilities: | ||||||||||||
| (Increase) decrease in inventory | 2,382 | (4,603 | ) | 2,973 | (1,219 | ) | ||||||
| (Increase) in other receivables | (429 | ) | (1,978 | ) | (420 | ) | (5,552 | ) | ||||
| (Increase) decrease in trade receivables | (449 | ) | (1,992 | ) | 61 | (231 | ) | |||||
| Increase in other payables | 1,139 | 5,281 | 1,209 | 3,948 | ||||||||
| Increase in employee benefits | — | 1,497 | — | 396 | ||||||||
| Increase (decrease) in trade payables | 74 | 628 | (555 | ) | 670 | |||||||
| 2,717 | (1,167 | ) | 3,268 | (1,988 | ) | |||||||
| Net cash used in operating activities | (42,649 | ) | (92,054 | ) | (14,586 | ) | (26,278 | ) | ||||
| Cash flow from investing activities: | ||||||||||||
| Change in bank deposits, net | (416,019 | ) | 141,555 | (244,090 | ) | 328,967 | ||||||
| Interest received | 3,706 | 17,465 | 1,085 | 12,831 | ||||||||
| Change in restricted bank deposits | (32 | ) | (327 | ) | (1 | ) | (311 | ) | ||||
| Acquisition of property plant and equipment | (9,761 | ) | (9,388 | ) | (7,596 | ) | (3,329 | ) | ||||
| Acquisition of subsidiaries, net of cash acquired | (74,574 | ) | (31,057 | ) | (11,930 | ) | 1 | |||||
| Payment of a liability to pay a contingent consideration of business combination | — | (10,708 | ) | — | — | |||||||
| Acquisition of financial assets in fair value through profit and loss | — | (177,775 | ) | — | — | |||||||
| Proceeds from sale of property plant and equipment | — | — | — | — | ||||||||
| Decrease in deposit in escrow | — | 3,362 | — | 3,362 | ||||||||
| Other | — | (800 | ) | — | (800 | ) | ||||||
| Net cash used in investing activities | (496,680 | ) | (67,673 | ) | (262,532 | ) | 340,721 | |||||
| Cash flow from financing activities: | ||||||||||||
| Proceeds from issuance of Ordinary Shares, warrants and convertible notes, net | 805,497 | — | — | — | ||||||||
| Exercise of warrants and options | 212 | — | 62 | — | ||||||||
| Lease payments | (1,494 | ) | (4,151 | ) | (248 | ) | (1,063 | ) | ||||
| Repayment long-term bank debt | (814 | ) | (406 | ) | (814 | ) | (103 | ) | ||||
| Proceeds from non-controlling interests | 944 | 510 | 354 | — | ||||||||
| Amounts recognized in respect of government grants liability, net | (96 | ) | (221 | ) | (89 | ) | (89 | ) | ||||
| Payments of share price protection recognized in business combination | — | (1,005 | ) | — | (261 | ) | ||||||
| Net cash provided by (used in) financing activities | 804,249 | (5,273 | ) | (735 | ) | (1,516 | ) | |||||
| (Decrease) increase in cash and cash equivalents | 264,920 | (165,000 | ) | (277,853 | ) | 312,927 | ||||||
| Cash and cash equivalents at beginning of the period | 585,338 | 853,626 | 1,127,778 | 370,197 | ||||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | 3,368 | (3,264 | ) | 3,701 | 2,238 | |||||||
| Cash and cash equivalents at end of year | 853,626 | 685,362 | 853,626 | 685,362 | ||||||||
| Non-cash transactions: | ||||||||||||
| Property plant and equipment acquired on credit | 249 | 52 | 147 | (457 | ) | |||||||
| Conversion of convertible notes and warrants to equity | 2,830 | — | — | — | ||||||||
| Recognition of a right-of-use asset | 1,919 | 15,196 | 29 | 3,660 | ||||||||
| (*) | reclassified | |||||||||||
| --- | --- |
8
Non-IFRS measures
The following is a reconciliation of EBITDA and Adjusted EBITDA to loss before taxes, as calculated in accordance with International Financial Reporting Standards (“IFRS”):
| Year Ended<br> December 31,<br> 2022 | Three-Month<br> Period Ended<br> December 31,<br> 2022 | |||||
|---|---|---|---|---|---|---|
| (in thousands of U.S. dollars) | ||||||
| Loss before taxes | (228,031 | ) | (86,894 | ) | ||
| Interest income | (18,408 | ) | (9,446 | ) | ||
| Depreciation and amortization (*) | 9,742 | 2,125 | ||||
| EBITDA (loss) | (236,697 | ) | (94,215 | ) | ||
| Exchange rate differences | 16,135 | (1,670 | ) | |||
| Finance expense for revaluation of assets and liabilities | 58,672 | 25,304 | ||||
| Share-based payments | 32,563 | 5,926 | ||||
| Impairment losses | 40,523 | 40,523 | ||||
| Adjusted EBITDA (loss) | (88,804 | ) | (24,132 | ) | ||
| Gross profit (loss) | 14,051 | 7,671 | ||||
| Amortization of inventory and intangibles | 4,639 | 649 | ||||
| Share based payments | 1,584 | 471 | ||||
| Adjusted gross profit, excluding amortization of intangible assets | 20,274 | 8,791 | ||||
| (*) | Including amortization of assets recognized in business combination<br>and technology. | |||||
| --- | --- |
EBITDA is a non-IFRS measure and is defined as total comprehensive loss before taxes excluding depreciation and amortization expenses and amortization of inventory and assets recognized in business combination and interest income. We believe that EBITDA, as described above, should be considered in evaluating the Company’s operations. EBITDA facilitates the Company’s performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures, and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above.
Adjusted EBITDA is a non-IFRS measure and is defined as total comprehensive loss before taxes excluding depreciation and amortization expenses and amortization of inventory and assets recognized in business combination, interest income, finance expense for revaluation of assets and liabilities, exchange rate differences, impairment losses and share-based payments. We believe that Adjusted EBITDA, as described above, should also be considered in evaluating the Company’s operations. Like EBITDA, Adjusted EBITDA facilitates the Company’s performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures, and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from revaluation of assets and liabilities, exchange rate differences, impairment losses and share-based payment expenses. Adjusted EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to revaluation, exchange rate differences and share-based payments.
Adjusted gross profit, excluding amortization of inventory and intangibles and share based payments, is a non-IFRS measure and is defined as gross profit excluding amortization expenses of inventory and intangibles and share based payment expenses. We believe that adjusted gross profit, as described above, should also be considered in evaluating the Company’s operations. Adjusted gross profit facilitates gross profit and gross margin comparisons from period to period and company to company by backing out potential differences caused by variations in amortization of inventory and intangible assets, as well as share based payments. Adjusted gross profit is useful to an investor in evaluating our performance because it enables investors, securities analysts and other interested parties to measure a company’s performance without regard to non-cash items, such as amortization expenses and share based payment expenses.
EBITDA, Adjusted EBITDA, and adjusted gross profit do not represent cash generated by operating activities in accordance with IFRS and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our consolidated statements of profit or loss and other comprehensive income. Other companies may calculate these measures differently than we do.
9
Exhibit 99.2
