Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q2 |
Entity File Number | 001-37600 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Interim Statements of Financial Position - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 454,555 | $ 685,362 |
Bank deposits | 499,841 | 346,663 |
Restricted deposits | 60 | 60 |
Trade receivables | 12,523 | 6,342 |
Other receivables | 5,360 | 6,491 |
Inventory | 19,546 | 19,400 |
Total current assets | 991,885 | 1,064,318 |
Restricted deposits | 858 | 850 |
Investment in securities | 172,185 | 114,984 |
Deferred tax | 249 | 115 |
Other receivables | 826 | 809 |
Property plant and equipment, net | 14,014 | 5,843 |
Right-of-use assets | 14,135 | 16,539 |
Total non-current assets | 202,267 | 139,140 |
Total assets | 1,194,152 | 1,203,458 |
Liabilities | ||
Trade payables | 3,216 | 3,722 |
Financial derivatives and deferred consideration | 8,798 | |
Other payables | 25,784 | 24,150 |
Current portion of other long-term liability | 274 | 363 |
Total current liabilities | 29,274 | 37,033 |
Liability in respect of government grants | 1,882 | 1,492 |
Employee benefits | 2,485 | 1,462 |
Liability in respect of warrants | 140 | 69 |
Lease liability | 10,168 | 12,374 |
Loan from banks | 647 | 736 |
Total non-current liabilities | 15,322 | 16,133 |
Total liabilities | 44,596 | 53,166 |
Equity | ||
Non-controlling interests | 892 | 767 |
Share capital | 396,238 | 388,406 |
Share premium and capital reserves | 1,298,124 | 1,296,194 |
Treasury shares | (24,768) | (1,509) |
Foreign currency translation reserve | 1,176 | 583 |
Remeasurement of net defined benefit liability (IAS 19) | 1,448 | 2,508 |
Accumulated loss | (523,554) | (536,657) |
Equity attributable to owners of the Company | 1,148,664 | 1,149,525 |
Total equity | 1,149,556 | 1,150,292 |
Total liabilities and equity | $ 1,194,152 | $ 1,203,458 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Profit or loss [abstract] | ||
Revenues | $ 29,702 | $ 21,531 |
Cost of revenues | 16,447 | 13,731 |
Cost of revenues - write-down of inventories and impairment of assets recognized in business combination and technology | 194 | 3,219 |
Total cost of revenues | 16,641 | 16,950 |
Gross profit | 13,061 | 4,581 |
Research and development expenses | 35,636 | 36,235 |
Sales and marketing expenses | 15,703 | 19,423 |
General and administrative expenses | 23,355 | 13,949 |
Operating loss | (61,633) | (65,026) |
Finance income | 80,780 | 7,810 |
Finance expense | 6,442 | 16,835 |
Income (loss) before taxes on income | 12,705 | (74,051) |
Taxes (expenses) benefit | (152) | 789 |
Income (loss) for the period | 12,553 | (73,262) |
Loss attributable to non-controlling interests | (550) | (437) |
Income (loss) attributable to owners | $ 13,103 | $ (72,825) |
Income (loss) per share | ||
Basic and diluted income (loss) per share (in Dollars per share) | $ 0.05 | $ (0.28) |
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 | $ (1,238) |
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) | 3,127 |
Total other comprehensive income (loss) for the period | (463) | 1,889 |
Total comprehensive income (loss) for the period | 12,090 | (71,373) |
Comprehensive loss attributable to non-controlling interests | (546) | (488) |
Comprehensive income (loss) attributable to owners of the Company | $ 12,636 | $ (70,885) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income (Parentheticals) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Profit or loss [abstract] | ||
Diluted income (loss) per share | $ 0.05 | $ (0.28) |
Unaudited Condensed Consolida_4
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 equity |
Balance at Dec. 31, 2021 | $ 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 | 166 | 166 | |||||||
Income (loss) for the period | (72,825) | (72,825) | (437) | (73,262) | |||||
Other comprehensive income (loss) for the period | 3,127 | (1,187) | 1,940 | (51) | 1,889 | ||||
Exercise of options | 647 | (647) | |||||||
Share-based payment acquired | (744) | (744) | (744) | ||||||
Share-based payments | 19,688 | 19,688 | 19,688 | ||||||
Balance at Jun. 30, 2022 | 387,312 | 1,287,451 | (1,509) | 220 | (382,059) | 1,291,415 | 553 | 1,291,968 | |
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 conversion of convertible notes | 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 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Interim Statements of Cash Flow - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flow from operating activities: | ||
Net income (loss) for the period | $ 12,553 | $ (73,262) |
Adjustments: | ||
Depreciation and amortization | 2,963 | 2,856 |
Financing (income) expenses, net | (17,622) | 12,555 |
Revaluation of financial liabilities accounted at fair value | 485 | (2,917) |
Revaluation of financial assets accounted at fair value | (57,201) | (613) |
Loss (gain) from disposal of property plant and equipment and right-of-use assets | 345 | (6) |
Increase in deferred tax | (95) | (1,332) |
Share-based payments | 11,542 | 19,337 |
Other | 68 | 113 |
Profit loss | (59,515) | 29,993 |
Changes in assets and liabilities: | ||
Increase in inventory | (1,212) | (1,878) |
(Increase) decrease in other receivables | 669 | (297) |
Increase in trade receivables | (6,039) | (1,959) |
Increase (decrease) in other payables | (1,345) | 1,397 |
Increase (decrease) in employee benefits | (399) | 1,736 |
Increase (decrease) in trade payables | (828) | 839 |
Changes in assets and liabilities | (9,154) | (162) |
Net cash used in operating activities | (56,116) | (43,431) |
Cash flow from investing activities: | ||
Change in bank deposits | (151,391) | (46,491) |
Interest received | 17,998 | 2,491 |
Change in restricted bank deposits | (34) | (75) |
Acquisition of property plant and equipment | (7,121) | (4,539) |
Acquisition of subsidiaries, net of cash acquired | (18,159) | |
Payment of a liability to pay a contingent consideration of business combination | (9,255) | (9,999) |
Acquisition of financial assets in fair value through profit and loss | (17,803) | |
Net cash from (used in) investing activities | (149,803) | (94,575) |
Cash flow from financing activities: | ||
Lease payments | (2,471) | (1,881) |
Repayment of long-term bank debt | (96) | (218) |
Proceeds from non-controlling interests | 550 | |
Amounts recognized in respect of government grants liability | (172) | (93) |
Payments of share price protection recognized in business combination | (1,780) | (744) |
Repurchase of treasury shares | (19,741) | |
Net cash used in financing activities | (23,710) | (2,936) |
Increase (decrease) in cash and cash equivalents | (229,629) | (140,942) |
Cash and cash equivalents at beginning of the period | 685,362 | 853,626 |
Effect of exchange rate fluctuations on cash | (1,178) | (6,464) |
Cash and cash equivalents at end of the period | 454,555 | 706,220 |
Non-cash transactions: | ||
Property plant and equipment acquired on credit | 328 | 35 |
Repurchase of treasury shares on credit | 3,518 | |
Recognition of a right-of-use asset | 199 | 11,250 |
Acquisition of financial assets in fair value through profit and loss | $ 2,158 |
General
General | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023, comprise the Company and its subsidiaries in Israel, in the United States, in Switzerland, in Germany, in the United Kingdom, in the Netherlands, in Hong Kong and in Australia (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. Starting in the fourth quarter of 2017, the Group began to commercialize its products and has generated revenues, mainly from sales of its 3D printers. The Group’s ability to generate revenue and achieve profitability depends on its ability to successfully commercialize its products. In January 2023, the Company established an Australian based subsidiary, Nano Dimension Australia PTY LTD. (“Nano Australia”). Nano Australia will perform sales and marketing activity and engage in possible collaboration agreements. |
Basis of Preparation
Basis of Preparation | 6 Months Ended |
Jun. 30, 2023 | |
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 These condensed consolidated interim financial statements as at and for the six months ended June 30, 2023 were authorized for issuance by the Company’s Board of Directors on September 5, 2023. b. 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. |
Material Events During the Repo
Material Events During the Reporting Period | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023, the Company acquired 8,056,188 of the Company’s ADSs and recorded an increase in the reserve for treasury shares of $23,259 thousand. b. In February 2023, one of the Company’s shareholders, Murchinson Ltd. (“Murchinson”), filed an ex parte motion for temporary relief in the Lod District Court against the Company. Murchinson claimed that, as joint owners of more than 5% of the Company’s shares, they had the right to demand that the Company convene a special general shareholders meeting. Murchinson sought a temporary injunction ex parte to prevent the Company from allocating additional shares, citing the Form S-8 that the Company filed with the Securities and Exchange Commission (“SEC”) on January 27, 2023. On February 15, 2023, a hearing was held, after which, the court advised Murchinson to withdraw its motion and that the Company will agree not to argue that Murchinson is not entitled to convene the special general shareholder meeting solely due to the exercising of the options under the Form S-8. On February 16, 2023, the parties accepted the court’s proposal and withdrew their respective motions. The court asked Murchinson to confirm whether it still maintained its claim, and on February 23, 2023, Murchinson announced that it did. As a result, further proceedings were scheduled to investigate the matter, including a hearing that was set to take place on June 18, 2023. On June 18, 2023, a hearing was held, during which the court decision was, inter alia, that the defendant submit its request for the dismissal of the motion. On July 30, 2023, the Company filed a motion to dismiss the claim, and another motion to compel Murchinson to deposit bond with the court’s secretary to ensure the Company can be reimbursed with its expenses should and when the claim will be dismissed. Murchinson is to respond by September 6, 2023. Another pre-trial hearing was set for October 31, 2023. In February 2023, the Company submitted a statement of claim against Murchinson to the Lod District court, in which the Company requested that the court declare that the special general shareholders meeting convened by Murchinson for March 20, 2023, does not comply with the requirements of the law, the Company’s articles of association, and the depositary agreement with the Bank of New York Mellon. The Company also requested to charge Murchinson with expenses for filing this statement of claim for a sum of $10 million. The hearing for the Company’s statement of claims was held on June 18, 2023. The parties agreed that this claim will be frozen and the court will stay it until the procedure of the Second Claim (as defined below) will be decided. On March 26, 2023, Murchinson submitted another statement of claim with a motion for temporary relief in the Lod District Court against the Company (the “Second Claim”), in which it claimed that it had the right to convene a special general meeting of the Company’s shareholders on March 20, 2023. Therefore, Murchinson asked the court, inter alia, to cause the Company to refrain from convening meetings of the board of directors’ with the Company’s current board members and which do not include Murchinson’s nominees as board members, or alternatively as observers; or alternatively that that Company should refrain from doing any business outside the ordinary course of business. The court ordered the Company to respond by March 30, 2023, and set a hearing in the Second Claim for April 4, 2023. The court held a hearing on April 4, 2023. On April 16, 2023, the court decided with regard to the motion for temporary reliefs. The court rejected the motion and the relief sought regarding the Company’s board’s composition and rejected the requested relief that the Company refrain from doing any business outside the ordinary course of business. However, the court granted the alternative relief of appointing Murchinson’s nominees as observers. On April 21, 2023, the Company filed an interlocutory appeal and a motion to stay the above-mentioned decision, in which the Company requested from the Supreme Court of Israel permission to appeal the decision and simultaneously to delay the district court’s decision with regard to the appointing Murchinson’s nominees as observers. The Supreme Court of Israel denied the interlocutory appeal on June 14, 2023. Murchinson filed its main affidavits on May 28, 2023, the Company filed its main affidavits and expert opinion on June 27, 2023, and Murchinson filed its counter expert opinion on July 4, 2023. The main hearing was conducted on both July 10 and 11, 2023, where the cross-examination took place. Murchinson must submit its summaries by September 26, 2023, and the Company 30 days after that (not including the court recession). c. In March 2023, the Company initiated litigation (the “Complaint”) in the Southern District Court of New York alleging claims against Murchinson, Anson Advisors, Inc. (“Anson”), Boothbay Fund Management, LLC, (“Boothbay”) and their affiliates (together, “Defendants”). The Complaint alleges that Defendants improperly engaged in coordinated efforts to acquire a large stake in the Company and interfere with its business operations, in violation of U.S. securities laws, New York law, and pertinent contracts governing the Company’s ADSs. The Complaint further alleges that Defendants’ conduct was in violation of Section 13(d) of the U.S. Exchange Act and constituted breach of contract, tortious interference with prospective business relationships, and unjust enrichment. The Complaint further seeks to require Defendants to correct their allegedly false and misleading disclosures to the SEC; enjoin Defendants from additional misconduct with respect to the Company and its securities; and for the Company to recover from the Defendants compensatory and punitive damages, among other relief. After the Company filed suit, on May 2, 2023 and June 23, 2023, Anson and Murchinson filed amended disclosures with the SEC. On July 10, 2023, the federal court found that the Company’s lawsuit “achieved the goals of Section 13(d) [of the Exchange Act] by alerting the public to the pertinent information about Defendants” and therefore “dismissed as moot” the Company’s federal securities claims against Murchinson and Anson. The court also dismissed the Company’s Section 13(d) claims against Boothbay. The court declined to exercise supplemental jurisdiction concerning Nano’s state law claims, dismissing them without prejudice. On August 9, 2023, the Company appealed the district court’s decision dismissing its claims arising under Section 13(d) of the Exchange Act. That appeal remains pending. On May 1, 2023, Murchinson filed a complaint in the Southern District of New York alleging that the Company and its directors violated New York Civil Rights Law §§ 70-a and 76-a when they initiated the above-referenced litigation in the Southern District of New York. d. During the reporting period, the Company announced that it will pursue a special tender offer for shares of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”). On June 27, 2023, the Company increased the offer price of the special tender offer from $18.00 to $20.05 per share in cash. See also note 10 regarding material events after the reporting period. |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payments [Abstract] | |
Share-Based Payments | Note 4 - Share-Based Payments a. In January and March 2023, the Company’s board of directors approved an acceleration of vesting of unvested options and restricted stock units (“RSUs”) in case of change of control, as well as in other special circumstances, to several employees and executives. b. In January 2023, the Company granted to employees and officers 1,557,000 RSUs. The RSUs represent the right to receive ordinary shares at a future time and vest over a period of three to four years. c. In March 2023, the Group granted to employees and officers 595,000 RSUs. The RSUs represent the right to receive ordinary shares at a future time and vest over a period of three to four years. d. In June 2023, the Group granted to employees, officers and directors 1,362,000 RSUs. The RSUs represent the right to receive ordinary shares at a future time and vest over a period of three to four years. RSUs- Directors, Grant Month Number of share options granted (ADSs) 3,514,000 Fair value at the grant date (thousands of USD) 9,041,915 Range of share price (USD) $2.39–$2.71 Share-based payments expenses in the amount of $11,542 thousand were recognized as a salary expense in the six-month period ended June 30, 2023 ($19,337 thousand in the six-month period ended June 30, 2022). |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
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, 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 As of June 30, 2022 Level 1 Level 2 Level 3 Total Thousands of USD Financial assets: Traded shares 20,574 — — 20,574 Total assets: — — 20,574 Financial liabilities: Liability in respect of warrants — 808 — 808 Contingent consideration in business combination — — 9,558 9,558 Total liabilities — 808 9,558 10,366 Presented under current liabilities — 9,558 9,558 Presented under non-current liabilities — 808 — 808 Details regarding fair value measurement at Level 2 and 3 The fair value of the warrants was measured using the Black-Scholes model. The following inputs were used to determine the fair value: Expected term of warrant (1) – 0.6-1.18 years Expected volatility (2) – 55.69%-64.9% Risk-free rate (3) – 5.13%-5.16% Expected dividend yield – 0%. (1) Based on contractual terms. (2) Based on the historical volatility of the Company’s ordinary shares and ADSs. (3) Based on traded zero-coupon U.S. treasury bonds with maturity equal to expected terms. The table hereunder presents a reconciliation from the opening balance to the closing balance of financial instruments carried at fair value level 3 of the fair value hierarchy: Six months ended 2022 2023 Thousands of Thousands of Contingent consideration in business combinations Balance as of January 1 8,792 - Arising from business combinations 5,196 - Net changes in fair value (unrealized) (786 ) - Payment (3,644 ) - Balance as of June 30 9,558 - |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2023 | |
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 Thousands of Trade receivables 12,523 Contract liabilities 3,416 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 2022 2023 Thousands of Thousands of Consumables 2,338 3,604 Support services 1,508 2,140 Sales of systems 17,685 23,958 Total revenues 21,531 29,702 Revenues per geographical locations: For the six months ended 2022 2023 Thousands of Thousands of Americas 6,623 10,263 Asia Pacific 2,259 1,368 Europe and Israel (*) 12,649 18,071 Total revenues 21,531 29,702 (*) 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 2022 2023 Thousands of Thousands of Goods and services transferred over time 1,508 2,140 Goods transferred at a point in time 20,023 27,562 Total revenues 21,531 29,702 |
Employee Benefits
Employee Benefits | 6 Months Ended |
Jun. 30, 2023 | |
Employee Benefits [Abstract] | |
Employee Benefits | Note 7 - Employee Benefits In the six-month period ended June 30, 2023, 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 effects of the change in the discount rate are an increase in the defined benefit obligation and an adjustment in deferred tax asset balances as at June 30, 2023 in the amount of $1,197 thousand and $137 thousand, respectively, which were recognized against other comprehensive income. |
Capital and Reserves
Capital and Reserves | 6 Months Ended |
Jun. 30, 2023 | |
General [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 June 30, Thousands of Exercise of warrants, options and conversion of convertible notes (7,832 ) Share-based payment acquired (1,780 ) Share-based payments 11,542 Total 1,930 For the December 31, Thousands of Exercise of warrants, options and conversion of convertible notes (1,741 ) Share based payment acquired (1,005 ) Share-based payments 32,913 Total 30,167 |
Related and Interested Parties
Related and Interested Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related and Interested Parties [Abstract] | |
Related and Interested Parties | Note 9 - Related and Interested Parties A. Transactions with key management personnel Benefits to key management personnel Key management personnel received benefits in the amount of $4,560 thousand during the six-month period ended June 30, 2023 (in the six month period ended June 30, 2022: $6,724 thousand) in the form of short-term employee benefits and share-based payments. B. Other transactions with related and interested parties For transactions with related parties after the reporting date, see note 10 below. |
Events After the Reporting Date
Events After the Reporting Date | 6 Months Ended |
Jun. 30, 2023 | |
Events After the Reporting Date [Abstract] | |
Events After the Reporting Date | Note 10 - Events after the Reporting Date a. After the reporting period, in July 2023, the Company increased the offer price of the special tender offer for Stratasys' ordinary shares from $20.05 to $24.00 per share in cash, and then from $24.00 to $25.00 per ordinary share in cash. On August 1, 2023, the Company announced the expiration of the special partial tender offer to purchase between 31.9% and 36.9% of the outstanding ordinary shares of Stratasys for $25.00 per share. Based on information provided by Computershare Trust Company, N.A., the depositary for the special tender offer, at the expiration date of the tender offer, approximately 5.6% of the outstanding Stratasys shares had been validly tendered and not properly withdrawn, which was below the required minimum condition. The Company did not waive the minimum condition. Additionally, as anticipated, the rights plan condition of the special tender offer was not met in part due to the Stratasys Board’s refusal to redeem or terminate its shareholder rights plan. The Company determined that accepting shares in the offer would likely trigger the shareholder rights plan and did not waive such condition to accepting tendered shares. Because these conditions were not met before the special tender offer expired, no ordinary shares of Stratasys were accepted in the special tender offer. b. In August 2023, the Group granted 115,000 options and 325,000 RSUs to employees of the Company. The options and RSUs represent the right to receive ordinary shares at a future time and vest over a period of three to four years. c. After the reporting period, during July and August, the Company acquired 17,070,131 of the Company’s ADSs and recorded an increase in the reserve for treasury shares of $54,403 thousand. d. After the reporting period, in August 2023, the Company acquired certain technology and intellectual property of the U.K.-based company Additive Flow , e. With respect to the Complaint, on July 14, 2023, following the federal court’s decision declining to exercise jurisdiction concerning the Company’s state law claims against Defendants, the Company initiated litigation in state court in the Supreme Court for the County of New York, Commercial Division. The Company’s complaint in that action alleges that Defendants breached multiple provisions of the contract that governs their holdings of the Company’s ADSs and were unjustly enriched through their improper trading of the Company’s ADSs. On August 3, 2023, the court issued a decision staying the Company’s claims pending a post-trial ruling in a separate litigation, Murchinson Ltd. v. Nano, 57198-03-23 (Central District of Lod), pending in Israel. At this preliminary stage, the likely outcome of this lawsuit is speculative and difficult to predict with certainty. f. With respect to the complaint filed by Murchinson a in the Southern District of New York alleging that the Company and its directors violated New York Civil Rights Law §§ 70-a and 76-a when they initiated the above-referenced litigation in the Southern District of New York: on August 9, 2023, the Company filed a motion to dismiss the complaint in its entirety, arguing, inter alia, that the court lacks jurisdiction to hear the claims and that Murchinson’s complaint fails on the merits. The Company’s motion to dismiss is currently scheduled to be fully briefed in September 2023, and the court will likely issue a decision after that. Discovery in this action is stayed pending resolution of the Company’s motion to dismiss. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Statement of Compliance | Statement of Compliance These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting These condensed consolidated interim financial statements as at and for the six months ended June 30, 2023 were authorized for issuance by the Company’s Board of Directors on September 5, 2023. |
Use of Estimates and Judgments | 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. |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payments [Abstract] | |
Schedule of RSUs Represent the Right to Receive Ordinary Shares at a Future Time and Vest over a Period | RSUs- Directors, Grant Month Number of share options granted (ADSs) 3,514,000 Fair value at the grant date (thousands of USD) 9,041,915 Range of share price (USD) $2.39–$2.71 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Financial Instruments [Abstract] | |
Schedule of Three Levels of Fair Value Measurements in the Fair Value Hierarchy | 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 As of June 30, 2022 Level 1 Level 2 Level 3 Total Thousands of USD Financial assets: Traded shares 20,574 — — 20,574 Total assets: — — 20,574 Financial liabilities: Liability in respect of warrants — 808 — 808 Contingent consideration in business combination — — 9,558 9,558 Total liabilities — 808 9,558 10,366 Presented under current liabilities — 9,558 9,558 Presented under non-current liabilities — 808 — 808 |
Schedule of Financial Instruments Carried at Fair Value Level 3 of the Fair Value Hierarchy | The table hereunder presents a reconciliation from the opening balance to the closing balance of financial instruments carried at fair value level 3 of the fair value hierarchy: Six months ended 2022 2023 Thousands of Thousands of Contingent consideration in business combinations Balance as of January 1 8,792 - Arising from business combinations 5,196 - Net changes in fair value (unrealized) (786 ) - Payment (3,644 ) - Balance as of June 30 9,558 - |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Thousands of Trade receivables 12,523 Contract liabilities 3,416 |
Schedule of Revenue | Revenues per major products: For the six months ended 2022 2023 Thousands of Thousands of Consumables 2,338 3,604 Support services 1,508 2,140 Sales of systems 17,685 23,958 Total revenues 21,531 29,702 |
Schedule of Revenues per Geographical Locations | Revenues per geographical locations: For the six months ended 2022 2023 Thousands of Thousands of Americas 6,623 10,263 Asia Pacific 2,259 1,368 Europe and Israel (*) 12,649 18,071 Total revenues 21,531 29,702 (*) 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 2022 2023 Thousands of Thousands of Goods and services transferred over time 1,508 2,140 Goods transferred at a point in time 20,023 27,562 Total revenues 21,531 29,702 |
Capital and Reserves (Tables)
Capital and Reserves (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
General [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 June 30, Thousands of Exercise of warrants, options and conversion of convertible notes (7,832 ) Share-based payment acquired (1,780 ) Share-based payments 11,542 Total 1,930 For the December 31, Thousands of Exercise of warrants, options and conversion of convertible notes (1,741 ) Share based payment acquired (1,005 ) Share-based payments 32,913 Total 30,167 |
Material Events During the Re_2
Material Events During the Reporting Period (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 27, 2023 | |
Material Events During the Reporting Period (Details) [Line Items] | ||
Treasury shares | 8,056,188 | |
Reserve for treasury | $ 23,259 | |
Joint owners percentage | 5% | |
Expenses | $ 10,000 | |
Bottom of Range [member] | ||
Material Events During the Reporting Period (Details) [Line Items] | ||
Share price | $ 18 | |
Top of Range [member] | ||
Material Events During the Reporting Period (Details) [Line Items] | ||
Share price | $ 20.05 |
Share-Based Payments (Details)
Share-Based Payments (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payments (Details) [Line Items] | |||||
Restricted stock units issued (in Shares) | 1,362,000 | 595,000 | 1,557,000 | ||
Share based payment expenses (in Dollars) | $ 11,542 | $ 19,337 | |||
Bottom of range [member] | |||||
Share-Based Payments (Details) [Line Items] | |||||
Restricted stock units vest term | 3 years | 3 years | 3 years | ||
Top of range [member] | |||||
Share-Based Payments (Details) [Line Items] | |||||
Restricted stock units vest term | 4 years | 4 years | 4 years |
Share-Based Payments (Details)
Share-Based Payments (Details) - Schedule of RSUs Represent the Right to Receive Ordinary Shares at a Future Time and Vest over a Period - RSUs- Directors, employees [Member] | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share-Based Payments (Details) - Schedule of RSUs Represent the Right to Receive Ordinary Shares at a Future Time and Vest over a Period [Line Items] | |
Number of share options granted (ADSs) (in Shares) | shares | 3,514,000 |
Fair value at the grant date (thousands of USD) (in Dollars) | $ | $ 9,041,915 |
Bottom of range [member] | |
Share-Based Payments (Details) - Schedule of RSUs Represent the Right to Receive Ordinary Shares at a Future Time and Vest over a Period [Line Items] | |
Range of share price (USD) | $ 2.39 |
Top of range [member] | |
Share-Based Payments (Details) - Schedule of RSUs Represent the Right to Receive Ordinary Shares at a Future Time and Vest over a Period [Line Items] | |
Range of share price (USD) | $ 2.71 |
Financial Instruments (Details)
Financial Instruments (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Financial Instruments (Details) [Line Items] | |
Expected dividend yield | 0% |
Bottom of Range [member] | |
Financial Instruments (Details) [Line Items] | |
Expected term if warrant | 7 months 6 days |
Expected volatility | 55.69% |
Risk-free rate | 5.13% |
Top of Range [member] | |
Financial Instruments (Details) [Line Items] | |
Expected term if warrant | 1 year 2 months 4 days |
Expected volatility | 64.90% |
Risk-free rate | 5.16% |
Financial Instruments (Detail_2
Financial Instruments (Details) - Schedule of Three Levels of Fair Value Measurements in the Fair Value Hierarchy - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Financial Instruments (Details) - Schedule of Three Levels of Fair Value Measurements in the Fair Value Hierarchy [Line Items] | ||
Traded shares | $ 172,185 | $ 20,574 |
Total assets | 172,185 | 20,574 |
Liability in respect of warrants | 140 | 808 |
Contingent consideration in business combination | 9,558 | |
Total liabilities | 140 | 10,366 |
Presented under current liabilities | 9,558 | |
Presented under non-current liabilities | 140 | 808 |
Level 1 [Member] | ||
Financial Instruments (Details) - Schedule of Three Levels of Fair Value Measurements in the Fair Value Hierarchy [Line Items] | ||
Traded shares | 172,185 | 20,574 |
Total assets | 172,185 | |
Liability in respect of warrants | ||
Contingent consideration in business combination | ||
Total liabilities | ||
Presented under current liabilities | ||
Presented under non-current liabilities | ||
Level 2 [Member] | ||
Financial Instruments (Details) - Schedule of Three Levels of Fair Value Measurements in the Fair Value Hierarchy [Line Items] | ||
Traded shares | ||
Total assets | ||
Liability in respect of warrants | 140 | 808 |
Contingent consideration in business combination | ||
Total liabilities | 140 | 808 |
Presented under non-current liabilities | $ 140 | 808 |
Level 3 [Member] | ||
Financial Instruments (Details) - Schedule of Three Levels of Fair Value Measurements in the Fair Value Hierarchy [Line Items] | ||
Traded shares | ||
Total assets | ||
Liability in respect of warrants | ||
Contingent consideration in business combination | 9,558 | |
Total liabilities | 9,558 | |
Presented under current liabilities | 9,558 | |
Presented under non-current liabilities |
Financial Instruments (Detail_3
Financial Instruments (Details) - Schedule of Financial Instruments Carried at Fair Value Level 3 of the Fair Value Hierarchy - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Financial Instruments Carried at Fair Value Level3 of the Fair Value Hierarchy [Abstract] | ||
Balance as beginning | $ 8,792 | |
Arising from business combinations | 5,196 | |
Net changes in fair value (unrealized) | (786) | |
Payment | (3,644) | |
Balance as ending | $ 9,558 |
Revenues (Details) - Schedule o
Revenues (Details) - Schedule of Contract Assets and Contract Liabilities Deriving from Contracts with Customers $ in Thousands | Jun. 30, 2023 USD ($) |
Schedule of Contract Assets and Contract Liabilities Deriving from Contracts with Customers [Abstract] | |
Trade receivables | $ 12,523 |
Contract liabilities | $ 3,416 |
Revenues (Details) - Schedule_2
Revenues (Details) - Schedule of Revenue - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues (Details) - Schedule of Revenue [Line Items] | ||
Total revenues | $ 29,702 | $ 21,531 |
Consumables [Member] | ||
Revenues (Details) - Schedule of Revenue [Line Items] | ||
Total | 3,604 | 2,338 |
Support services [Member] | ||
Revenues (Details) - Schedule of Revenue [Line Items] | ||
Total | 2,140 | 1,508 |
Sales of systems [Member] | ||
Revenues (Details) - Schedule of Revenue [Line Items] | ||
Total | $ 23,958 | $ 17,685 |
Revenues (Details) - Schedule_3
Revenues (Details) - Schedule of Revenues per Geographical Locations - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Revenues (Details) - Schedule of Revenues per Geographical Locations [Line Items] | |||
Total revenues | $ 29,702 | $ 21,531 | |
Americas [Member] | |||
Revenues (Details) - Schedule of Revenues per Geographical Locations [Line Items] | |||
Total revenues | 10,263 | 6,623 | |
Asia Pacific [Member] | |||
Revenues (Details) - Schedule of Revenues per Geographical Locations [Line Items] | |||
Total revenues | 1,368 | 2,259 | |
Europe and Israel [Member] | |||
Revenues (Details) - Schedule of Revenues per Geographical Locations [Line Items] | |||
Total revenues | [1] | $ 18,071 | $ 12,649 |
[1]The Company combined all revenues into the Europe and Israel geography, due to immateriality of the amounts of revenues in Israel. |
Revenues (Details) - Schedule_4
Revenues (Details) - Schedule of Timing of Revenue Recognition - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues (Details) - Schedule of Timing of Revenue Recognition [Line Items] | ||
Total revenues | $ 29,702 | $ 21,531 |
Goods and services transferred over time [Member] | ||
Revenues (Details) - Schedule of Timing of Revenue Recognition [Line Items] | ||
Total revenues | 2,140 | 1,508 |
Goods transferred at a point in time [Member] | ||
Revenues (Details) - Schedule of Timing of Revenue Recognition [Line Items] | ||
Total revenues | $ 27,562 | $ 20,023 |
Employee Benefits (Details)
Employee Benefits (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Employee Benefits [Abstract] | |
Increase defined benefit obligation | $ 1,197 |
Deferred tax asset balances | $ 137 |
Capital and Reserves (Details)
Capital and Reserves (Details) - Schedule of Share Capital and Share Premium - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Share Capital and Share Premium [Abstract] | ||
Exercise of warrants, options and conversion of convertible notes | $ (7,832) | $ (1,741) |
Share-based payment acquired | (1,780) | (1,005) |
Share-based payments | 11,542 | 32,913 |
Total | $ 1,930 | $ 30,167 |
Related and Interested Parties
Related and Interested Parties (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Related and Interested Parties [Abstract] | ||
Personnel received benefits | $ 4,560 | $ 6,724 |
Events After the Reporting Da_2
Events After the Reporting Date (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |||||
Aug. 31, 2023 | Aug. 01, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Jun. 30, 2023 | |
Events After the Reporting Date (Details) [Line Items] | |||||||
Cash per share | $ 25 | ||||||
Ordinary share price (in Shares) | 17,070,131 | 17,070,131 | |||||
Reserve for treasury shares (in Shares) | 54,403,000 | 54,403,000 | |||||
Consideration full cash paid, description | With respect to the complaint filed by Murchinson a in the Southern District of New York alleging that the Company and its directors violated New York Civil Rights Law §§ 70-a and 76-a when they initiated the above-referenced litigation in the Southern District of New York: on August 9, 2023, the Company filed a motion to dismiss the complaint in its entirety, arguing, inter alia, that the court lacks jurisdiction to hear the claims and that Murchinson’s complaint fails on the merits. The Company’s motion to dismiss is currently scheduled to be fully briefed in September 2023, and the court will likely issue a decision after that. | ||||||
Bottom of Range [member] | |||||||
Events After the Reporting Date (Details) [Line Items] | |||||||
Percentage of partial tender purchase | 31.90% | ||||||
Restricted stock units vest term | 3 years | 3 years | 3 years | ||||
Top of Range [member] | |||||||
Events After the Reporting Date (Details) [Line Items] | |||||||
Percentage of partial tender purchase | 36.90% | ||||||
Restricted stock units vest term | 4 years | 4 years | 4 years | ||||
Stratasys Ltd [Member] | |||||||
Events After the Reporting Date (Details) [Line Items] | |||||||
Ownership percentage | 5.60% | ||||||
Forecast [Member] | Bottom of Range [member] | |||||||
Events After the Reporting Date (Details) [Line Items] | |||||||
Restricted stock units vest term | 3 years | ||||||
Forecast [Member] | Top of Range [member] | |||||||
Events After the Reporting Date (Details) [Line Items] | |||||||
Restricted stock units vest term | 4 years | ||||||
Non-Adjusting Events After Reporting Period [Member] | |||||||
Events After the Reporting Date (Details) [Line Items] | |||||||
Share granted options (in Shares) | 115,000 | ||||||
Restricted stock unites share value (in Shares) | 325,000 | ||||||
Non-Adjusting Events After Reporting Period [Member] | Bottom of Range [member] | |||||||
Events After the Reporting Date (Details) [Line Items] | |||||||
Cash per share | $ 24 | ||||||
Non-Adjusting Events After Reporting Period [Member] | Top of Range [member] | |||||||
Events After the Reporting Date (Details) [Line Items] | |||||||
Cash per share | 25 | ||||||
Non-Adjusting Events After Reporting Period [Member] | Stratasys Ltd [Member] | Bottom of Range [member] | |||||||
Events After the Reporting Date (Details) [Line Items] | |||||||
Cash per share | 20.05 | ||||||
Non-Adjusting Events After Reporting Period [Member] | Stratasys Ltd [Member] | Top of Range [member] | |||||||
Events After the Reporting Date (Details) [Line Items] | |||||||
Cash per share | $ 24 |