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Nano Dimension(NNDM) - 2024 Q4 - Annual Report

Business Strategy and Operations - The company has shifted its strategy from acquisitions to improving core business operations, which may face challenges in achieving profitability [46] - The company is reviewing its product groups to align with long-term objectives, which may result in divestments that could disrupt operations and financial condition [47] - The company is focusing on innovative technology with growth potential and will discontinue product groups that do not align with long-term objectives [155] - The company plans to discontinue operations of certain product groups, including Adamtec and Formatec, which were declared bankrupt in April 2025 [157] - The company has made non-binding offers to acquire Stratasys but did not complete the special tender offers due to unmet closing conditions [137] - The company is exploring various options for consolidating its offices as part of the integration of new businesses [215] - The integration of acquired businesses may lead to unforeseen difficulties and require significant management resources, potentially delaying new product introductions [78] Financial Performance and Challenges - The company reported net losses of 96.9million,96.9 million, 55.7 million, and 228.3millionfortheyearsendedDecember31,2024,2023,and2022respectively,indicatingatrendofongoingfinancialchallenges[73]OperatinglossfortheyearendedDecember31,2024was228.3 million for the years ended December 31, 2024, 2023, and 2022 respectively, indicating a trend of ongoing financial challenges [73] - Operating loss for the year ended December 31, 2024 was 86,421,000, an improvement from a loss of 124,880,000in2023[227]Lossfortheyearincreasedto124,880,000 in 2023 [227] - Loss for the year increased to 96,923,000 in 2024 from 55,660,000in2023,representingasignificantincreaseofapproximately7455,660,000 in 2023, representing a significant increase of approximately 74% [227] - The company faces risks related to liquidity, with 115 million in outstanding convertible notes that could lead to bankruptcy proceedings if not managed effectively [37] - Desktop has significant liabilities, including 115millioninoutstandingconvertiblenotes,andlackstheliquiditytosatisfytheseobligations[80]TheincreaseintotalcostofrevenueswasprimarilyduetohigherrevenuesandincreasedcostsrelatedtoinventorywritedownsfollowingthediscontinuationofFabricaproductlines[229]Thedecreaseingrossprofitwasprimarilyattributedtoincreasedinventorywritedownsrelatedtodiscontinuedproductlines[230]ComplianceandRegulatoryRisksThecompanyissubjecttostringentcompliancerequirementsunderInterimNationalSecurityAgreementswiththeU.S.Government,whichmayimposeoperationalconstraintsandrequiresignificantresources[52]TheevolvingregulatoryframeworkforAItechnologymayadverselyaffectthecompanysoperationsandincreasecompliancecosts[62]Thecompanymayincursignificantcompliancecostsrelatedtoenvironmentallawsgoverningtheimportandexportofitsproducts[70]ThecompanymustcomplywiththeIsraeliEncouragementofResearch,DevelopmentandTechnologicalInnovationinIndustryLawregardingIIAgrants,whichrestrictsthetransferoftechnologyoutsideofIsrael[122]MarketandCompetitiveLandscapeThecompetitivelandscapeincludesalargenumberofpatentsandlitigation,whichcouldimpactthecompanysmarketpositionandfinancialperformance[95]Thecompanymayfacechallengesinprotectingitsintellectualpropertyrightsglobally,especiallyinjurisdictionswithweakerenforcement[97]Thecompanymayfacefluctuationsinoperatingresultsduetovariousfactors,includingmarketacceptanceofnewproductsandchangesincompetitivedynamics[56]Thecompanyisexposedtofluctuationsinforeigncurrencyexchangerates,whichcouldimpactfinancialresults[67]IntellectualPropertyandInnovationThecompanyholdsapproximately1,500patentsissued,pending,andallowedworldwide,whichiscrucialformaintainingitscompetitiveadvantage[90]Thereareuncertaintiesregardingtheissuanceandenforceabilityofpendingpatentapplications,whichcouldhinderthecommercializationofnewproducts[90]Thecompanyiscurrentlyevaluatingitspatentportfolioandconsideringmonetizingordroppingintellectualpropertythatdoesnotprotectcoretechnologies[189]Thirdpartyclaimsofintellectualpropertyinfringementcoulddelayproductdevelopmentandresultinsubstantialdamagesortheneedforcostlylicensingagreements[93]Thecompanymayincursignificantcostsandresourcediversionduetopotentiallawsuitstoprotectorenforceitsintellectualpropertyrights[96]EconomicandGeopoliticalFactorsTheU.S.tradetariffsimplementedin2025couldincreaseimportcostsandsupplychainexpenses,potentiallyreducingprofitmarginsandaffectingcompetitivepositioning[48]Thecompanymayfaceadverseeffectsonoperationsduetopolitical,economic,andmilitaryinstabilityinIsrael,particularlyfollowingtheOctober7,2023attacksbyHamas[113]ThecompanyfacesrisksrelatedtopotentialboycottsandsanctionsagainstIsrael,whichcouldadverselyimpactbusinessoperations[115]ManagementandOrganizationalChangesThecompanyhasexperiencedexecutiveturnover,whichcouldadverselyaffectbusinessprospectsandtheabilitytoexecuteitsnewbusinessplan[72]Thecompanyhasexperiencedchangesinmanagement,includingtheappointmentofanewChiefFinancialOfficer,AssafZipori,inApril2025[147]Thecompanyhasbeensubjecttoshareholderdisputes,resultinginchangestotheboardofdirectorsfollowingaspecialgeneralshareholdersmeetinginMarch2023[139]FinancialOutlookandInvestmentsThecompanydoesnotanticipatepayinganydividendsintheforeseeablefuture,asprofitswillbereinvestedinthebusiness[98]Thecompanymayseekadditionalcapitalthroughequityofferingsanddebtfinancing,whichcoulddiluteexistingshareholdersownershipinterests[127]Netcashusedininvestingactivitiesfor2022and2023was(115 million in outstanding convertible notes, and lacks the liquidity to satisfy these obligations [80] - The increase in total cost of revenues was primarily due to higher revenues and increased costs related to inventory write-downs following the discontinuation of Fabrica product lines [229] - The decrease in gross profit was primarily attributed to increased inventory write-downs related to discontinued product lines [230] Compliance and Regulatory Risks - The company is subject to stringent compliance requirements under Interim National Security Agreements with the U.S. Government, which may impose operational constraints and require significant resources [52] - The evolving regulatory framework for AI technology may adversely affect the company's operations and increase compliance costs [62] - The company may incur significant compliance costs related to environmental laws governing the import and export of its products [70] - The company must comply with the Israeli Encouragement of Research, Development and Technological Innovation in Industry Law regarding IIA grants, which restricts the transfer of technology outside of Israel [122] Market and Competitive Landscape - The competitive landscape includes a large number of patents and litigation, which could impact the company's market position and financial performance [95] - The company may face challenges in protecting its intellectual property rights globally, especially in jurisdictions with weaker enforcement [97] - The company may face fluctuations in operating results due to various factors, including market acceptance of new products and changes in competitive dynamics [56] - The company is exposed to fluctuations in foreign currency exchange rates, which could impact financial results [67] Intellectual Property and Innovation - The company holds approximately 1,500 patents issued, pending, and allowed worldwide, which is crucial for maintaining its competitive advantage [90] - There are uncertainties regarding the issuance and enforceability of pending patent applications, which could hinder the commercialization of new products [90] - The company is currently evaluating its patent portfolio and considering monetizing or dropping intellectual property that does not protect core technologies [189] - Third-party claims of intellectual property infringement could delay product development and result in substantial damages or the need for costly licensing agreements [93] - The company may incur significant costs and resource diversion due to potential lawsuits to protect or enforce its intellectual property rights [96] Economic and Geopolitical Factors - The U.S. trade tariffs implemented in 2025 could increase import costs and supply chain expenses, potentially reducing profit margins and affecting competitive positioning [48] - The company may face adverse effects on operations due to political, economic, and military instability in Israel, particularly following the October 7, 2023 attacks by Hamas [113] - The company faces risks related to potential boycotts and sanctions against Israel, which could adversely impact business operations [115] Management and Organizational Changes - The company has experienced executive turnover, which could adversely affect business prospects and the ability to execute its new business plan [72] - The company has experienced changes in management, including the appointment of a new Chief Financial Officer, Assaf Zipori, in April 2025 [147] - The company has been subject to shareholder disputes, resulting in changes to the board of directors following a special general shareholders meeting in March 2023 [139] Financial Outlook and Investments - The company does not anticipate paying any dividends in the foreseeable future, as profits will be reinvested in the business [98] - The company may seek additional capital through equity offerings and debt financing, which could dilute existing shareholders' ownership interests [127] - Net cash used in investing activities for 2022 and 2023 was (67.67 million) and (166.6million)respectively,withapositivecashflowof166.6 million) respectively, with a positive cash flow of 140.05 million expected in 2024 [153] Research and Development - Research and development expenses totaled 37.2millionin2024,downfrom37.2 million in 2024, down from 62.0 million in 2023, reflecting a decrease of approximately 40% [200] - The company expects research and development expenses to increase in the foreseeable future due to a larger R&D organization following recent acquisitions [200]