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 | ||||||||
| Bank deposits | ||||||||
| Restricted deposits | ||||||||
| Trade receivables | ||||||||
| Other receivables | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| Restricted deposits | ||||||||
| Investment in securities | ||||||||
| Property plant and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Intangible assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities | ||||||||
| Trade payables | ||||||||
| Other payables | ||||||||
| Current portion of lease liability | ||||||||
| Current portion of bank loan | ||||||||
| Total current liabilities | ||||||||
| Liability in respect of government grants | ||||||||
| Employee benefits | ||||||||
| Long term 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 | ||||||||
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 | ||||||||
| Cost of revenues | ||||||||
| Cost of revenues - write-down of inventories | ||||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Research and development expenses | ||||||||
| Sales and marketing expenses | ||||||||
| General and administrative expenses | ||||||||
| Other expenses, net | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Finance income | ||||||||
| Finance expense | ||||||||
| Income (loss) before taxes on income | ( | ) | ||||||
| Taxes expenses benefit | ( | ) | ( | ) | ||||
| Income (loss) for the period | ( | ) | ||||||
| Loss attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Income (loss) attributable to owners | ( | ) | ||||||
| Income (loss) per share | ||||||||
| ( | ) | |||||||
| 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 | ( | ) | ||||||
| Other comprehensive income items that will not be transferred to profit or loss | ||||||||
| Remeasurement of net defined benefit liability (IAS 19), net of tax | ( | ) | ( | ) | ||||
| Total other comprehensive loss for the period | ( | ) | ( | ) | ||||
| Total comprehensive income (loss) for the period | ( | ) | ||||||
| Comprehensive loss attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Comprehensive income (loss) attributable to owners of the Company | ( | ) | ||||||
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 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Investment of non-controlling party in subsidiary | ||||||||||||||||||||||||||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Other comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Exercise of warrants, options and vesting of RSUs | ( | ) | ||||||||||||||||||||||||||||||||||
| Repurchase of treasury shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payment acquired | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
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 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Investment of non-controlling party in subsidiary | ||||||||||||||||||||||||||||||||||||
| Income for the period | ( | ) | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Exercise of warrants, options and vesting of RSUs | ( | ) | ||||||||||||||||||||||||||||||||||
| Repurchase of treasury shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payment acquired | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
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 | ( | ) | ||||||
| Adjustments: | ||||||||
| Depreciation and amortization | ||||||||
| Financing income, net | ( | ) | ( | ) | ||||
| Revaluation of financial liabilities accounted at fair value | ||||||||
| Revaluation of financial assets accounted at fair value | ( | ) | ||||||
| Loss from disposal of property plant and equipment and right-of-use assets | ||||||||
| Increase in deferred tax | ( | ) | ||||||
| Share-based payments | ||||||||
| Other | ||||||||
| ( | ) | |||||||
| Changes in assets and liabilities: | ||||||||
| Increase in inventory | ( | ) | ( | ) | ||||
| Decrease in other receivables | ||||||||
| (Increase) decrease in trade receivables | ( | ) | ||||||
| Decrease in other payables | ( | ) | ( | ) | ||||
| Increase (decrease) in employee benefits | ( | ) | ||||||
| Decrease in trade payables | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flow from investing activities: | ||||||||
| Change in bank deposits | ( | ) | ||||||
| Interest received | ||||||||
| Change in restricted bank deposits | ( | ) | ( | ) | ||||
| Acquisition of property plant and equipment | ( | ) | ( | ) | ||||
| Acquisition of intangible asset | ( | ) | ||||||
| Payment of a liability to pay a contingent consideration of business combination | ( | ) | ||||||
| Net cash from (used in) investing activities | ( | ) | ||||||
| Cash flow from financing activities: | ||||||||
| Lease payments | ( | ) | ( | ) | ||||
| Repayment of long-term bank debt | ( | ) | ( | ) | ||||
| Proceeds from non-controlling interests | ||||||||
| Amounts recognized in respect of government grants liability | ( | ) | ( | ) | ||||
| Payments of share price protection recognized in business combination | ( | ) | ( | ) | ||||
| Repurchase of treasury shares | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Effect of exchange rate fluctuations on cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents at end of the period | ||||||||
| Non-cash transactions: | ||||||||
| Property plant and equipment acquired on credit | ||||||||
| Repurchase of treasury shares on credit | ||||||||
| Recognition of a right-of-use asset | ||||||||
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 |
| 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 $ |
Note 4 - Share-Based Payments
| a. | In February and March 2024, the Company granted to employees and officers |
| b. | In June 2024, the Group granted to employees, officers and directors |
| RSUs- Directors, employees | |||
| Number of share options granted (ADSs) | |||
| Fair value at the grant date (thousands of USD) | |||
| Range of share price (USD) | $ |
| In the six-month period ended June 30, 2024, a total amount of $ |
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 | ||||||||||||
| Total assets: | ||||||||||||
F-9
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 5 - Financial Instruments (Cont’d)
| Level 1 | Level 2 | Total | ||||||||||
| Thousands of USD | ||||||||||||
| Financial assets: | ||||||||||||
| Traded shares | ||||||||||||
| Total assets: | ||||||||||||
| Financial liabilities: | ||||||||||||
| Liability in respect of warrants | ||||||||||||
| Total liabilities | ||||||||||||
| Presented under non-current liabilities | ||||||||||||
F-10
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 6 – Revenues
| For the six months ended June 30, 2024 | ||||
| Thousands of USD | ||||
| Trade receivables | ||||
| Contract liabilities | ||||
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.
| For the six months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Thousands of USD | Thousands of USD | |||||||
| Consumables | ||||||||
| Support services | ||||||||
| Sales of systems | ||||||||
| Total revenues | ||||||||
F-11
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 6 – Revenues (Cont’d)
| For the six months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Thousands of USD | Thousands of USD | |||||||
| Americas | ||||||||
| Asia Pacific | ||||||||
| Europe and Israel (*) | ||||||||
| Total revenues | ||||||||
| (*) |
| For the six months ended June 30, | ||||||||
| 2023 | 2024 | |||||||
| Thousands of USD | Thousands of USD | |||||||
| Services transferred over time | ||||||||
| Goods transferred at a point in time | ||||||||
| Total revenues | ||||||||
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 $
F-12
Nano Dimension Ltd.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
Note 8 – Capital and Reserves
Share capital and share premium
| For the six months ended | ||||
| June 30, 2024 | ||||
| Thousands of USD | ||||
| Exercise of warrants, options and vesting of RSUs | ( | ) | ||
| Share-based payment acquired | ( | ) | ||
| Share-based payments | ||||
| Total | ||||
| For the year ended | ||||
| December 31, 2023 | ||||
| Thousands of USD | ||||
| Exercise of warrants, options and vesting of RSUs | ( | ) | ||
| Share based payment acquired | ( | ) | ||
| Share-based payments | ||||
| Total | ||||
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 $
Note 10 - Events after the Reporting Date
| a. | In July 2024, the Group granted |
| 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 $ |
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 $ |
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