Nano Dimension Ltd.

Good afternoon everyone and welcome to the Nano Dimension fourth quarter and full year 2025 financial results conference call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star and then one using a touchtone telephone. To withdraw your questions, you may press star and two. Please also note today's event is being recorded. At this time, I would like to turn the conference call over to Purva Sanaria, Director of Investor Relations. Please go ahead.

Thank you, and good afternoon, everyone. Welcome to Nano Dimensions' fourth quarter and full year 2025 earnings conference call. Joining me today is our CEO, Dave Stalen, and our CFO, John Brenton. Before we begin, I will remind you that certain information provided on this call may contain forward-looking statements within the meaning of federal securities law. Forward-looking statements are not guarantees and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The Safe Harbor Statement outlined in today's earnings press release also pertains to statements made on this call. For discussion of these risks and uncertainties, please refer to our filings with the U.S. Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements except as required by law. In addition, I would like to point out that we will be discussing non-GAAP results, which exclude certain items and reflect the results of continuing operations. I encourage you to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP measures, which can be found in the press release available on the company's website. If you have not received a copy of the press release, please view it in the investor relations section of the company's website. A replay of today's call will also be available on the investor relations section of the company's website. With that, I will turn the call over to Dave.

Thank you, Purva, and good afternoon, everyone. We appreciate you joining us today. I'm pleased to update you on our performance for the fourth quarter and full year 2025, and more importantly, how we are positioning the company as we move through 2026. Before discussing our results in detail, I want to briefly highlight the progress we made during the second half of 2025, following the meaningful actions we implemented to sharpen the strategic focus of the business. During that period, we streamlined operations, reduced cash burn, and aligned resources around forward-leaning industries and our technologies, where we see the strongest long-term opportunities. We also provided financial guidance for the first time in recent history and exceeded our fourth quarter expectations. In addition, we repurchased more than 14.4 million shares in the last three and a half months of the year because we believe that our stock is undervalued. As we move into 2026, we're seeing the benefits of these actions reflected in improved execution, stronger engagement with strategic customers, and increasing momentum across our priority industry segments while leveraging our partner network to help us drive growth. Additionally, we're continuing to reduce expenses, both by trimming as needed and, more significantly, by eliminating costs in areas where we do not see long-term value. This allows us to continue growing in high-value industries while remaining disciplined and capital efficient. Turning to our fourth quarter results, as I mentioned, we delivered performance that exceeded the financial guidance we provided on the third quarter call. This marked our first time providing financial guidance in recent history, reflecting improved execution and coordination across the Nano Dimension organization and the strengthening demand of our advanced digital manufacturing solutions. particularly in the key industry segments where we're focused. Momentum during the quarter was generally broad based with strength in the advanced electronics, aerospace, automotive, defense, food and beverage, and next generation computing infrastructure industries. Customers in these industry segments continue to prioritize solutions that enable faster production cycles, improve supply chain resilience, improve cost efficiency, and greater flexibility. These are industry segments that reward suppliers who provide superior solutions and great customer care, and we believe we're well positioned in each of them. For the full year 2025, our performance reflects meaningful progress in shaping Nano Dimension into a more focused advanced manufacturing platform serving these high value industries. While the second quarter was challenging, including the subsequent bankruptcy of one of the two acquisitions completed during that period, we responded decisively in the second half of the year. We narrowed our focus, executed with greater discipline across the business, and strengthened our position in production-oriented additive and digital manufacturing applications. From a market perspective, tariff uncertainty eased as the year progressed, though cautious capital spending continues to create variability in certain sectors. However, our fourth quarter results reflect the benefits of a more focused strategy, sales success, and our disciplined execution. We focus on helping our customers accelerate towards scalable production. These are areas where our technologies deliver clear differentiation. Customers are adopting our solutions not only for design flexibility, but also for measurable operational benefits, including faster production cycles, improved supply chain resilience, reduced downtime, and more efficient use of materials and labor. Our ability to integrate advanced hardware, specialized materials, and software enables secure, repeatable production environments that support manufacturing at scale. At the same time, we remain disciplined in how we scale our business. We align resources around the industry segments and product areas where we see the greatest opportunity for durable long-term growth while continuing to execute cost reduction initiatives that are already delivering results. As we move through 2026, we expect continued progress as we further streamline operations, reduce cash burn, and invest strategically in these priority industry segments. One example is the automotive industry, where we're seeing large-scale deployments across multiple production sites, helping global organizations accelerate new product releases and lower tooling costs. In the rapidly growing advanced computing and data center space, nano solutions are enabling some of the world's largest electronics manufacturers to deliver the most advanced networking gear. These engagements underscore the strategic value of our platforms. and differentiated advantages we bring in enabling production at scale. We believe our focused industry segment strategy, differentiated technologies, and disciplined operating model position us well for sustained growth. Within our portfolio, our composite and metal manufacturing platform continues to gain momentum across high reliability and markets with especially strong engagements in the defense-related applications. In these defense applications, our customers require secure, repeatable, and traceable production, not simply prototyping capability. Our DigitalForge platform integrates advanced hardware, engineered materials, and secure cloud-based software infrastructure to enable distributed manufacturing across facilities while maintaining strict control over data integrity, and process consistency. As governments and prime contractors prioritize supply chain resiliency, domestic production capability, and tactical edge manufacturing, our platform is increasingly aligned with these three mission critical requirements. During the fourth quarter and throughout 2025, we expanded deployments of our X-7, our FX-10, and our FX-20 systems with defense programs and research institutions that are supporting long-term advanced manufacturing initiatives. In some cases, FX-20 platforms have been incorporated into field-deployed manufacturing systems supporting U.S. and allied operations in Europe. enabling localized production of spare parts in supply-constrained or operationally complex environments. Another important development during the year was the continued adoption of our FX10 platform. The FX10 is the world's first industrial system capable of producing both high-performance composite and metal parts within the same platform. This capability allows manufacturers to move seamlessly between materials while maintaining industrial grade precision and repeatability. For customers, this translates to greater flexibility, simplified workflows, and the ability to consolidate multiple manufacturing processes into a single system. We're seeing strong interest in the FX-10 across aerospace, defense, and advanced industrial segments. where the ability to produce both composite and metal components on the same system is unlocking new production applications and expanding the range of customers able to adopt additive manufacturing. More broadly, defense customers are increasingly prioritizing manufacturing at the tactical edge, for example, with unmanned systems and drone operations. Field-deployable additive manufacturing allows units to produce mission-specific components on demand, iterate designs based on operational feedback, and maintain assets in disconnected or contested environments. Beyond defense, we continue to see adoption across aerospace and advanced industrial segments. High performance composite and metal solutions are enabling tooling, fixtures, and increasingly demanding structural components. These customers value reliability, material performance, and accelerated production cycles, areas where our technology provides clear differentiation. To support this expansion, we've established industry-focused teams with deep domain expertise, complemented by a global network of channel and integration partners. This hybrid go-to-market model allows us to scale efficiently in regulated industries while maintaining operational discipline. More recently, we expanded our partnership with Phillips Corporation to strengthen customer support and accelerate adoption in our industrial additive manufacturing platform across the Southeast United States. This initiative enhances access to the full ecosystem, including hardware, materials, and the Iger software platform, while providing manufacturers with deeper application engineering expertise and faster technical support. The goal is to help customers more effectively deploy our digital forge platform to optimize part design, improve material selection, and scale additive manufacturing for production applications. Overall, we're encouraged by the continued integration of our composite and metal manufacturing platform into customer workflows and believe we're well-positioned to deepen our presence in aerospace, defense, and advanced and high-value industry segments. I'd also like to highlight our SMTech business, which was a meaningful and growing contributor to both the fourth quarter and the full year 2025, and continues to reinforce its position as a differentiated provider of advanced electronics manufacturing solutions. During the quarter, the business expanded relationships with Tier 1 customers across multiple regions, supporting both new production programs and scaling the existing ones. Demand was driven by applications tied to advanced communications, advanced electronics, automotive, and defense industry segments where high-speed, high-precision assembly and flexibility are critical. SMTech's product innovation remains a key differentiator, for example, in jetting and dispensing technologies that address increasingly complex and high-volume production environments. Our platforms such as our Fox Ultra All-in-One and our Puma Ultra systems allow our customers to improve flexibility, reduce changeover times, and accelerate development in printed and hybrid electronics. In addition, our collaborations with Inventic Performance Chemicals and other Fluidic developers have enhanced high-speed solder paste jetting and dispensing capabilities, which strengthens our ability to address the increasing complexity of PC boards. These capabilities are critical as customers in forward-leaning industries seek higher performance, precision, and flexibility in electronic manufacturing. Engagement at major industry events across Asia and Europe and the Americas continues to generate strong customer interest and pipeline development, highlighting SMTech's global relevance, technology leadership, and ability to scale in dynamic, high-valued industry segments. Together, these deployments reflect growing demand for integrated flexibility, software-driven manufacturing solutions that improve throughput, traceability, and material efficiency, areas where our technologies position us well as production requirements become even more dynamic and precision-driven. Before I hand it off to John to speak about our financial results, I would like to provide a brief update on several key initiatives. First, regarding the strategic alternatives review process that we announced last September, we recognize that our communications has been limited. This has been intentional to allow the board and management to conduct a thorough and disciplined evaluation. Working with our financial advisors, Guggenheim Securities and Houlihan Loki, we've spent a tremendous amount of time working through a broad set of potential paths. We completed a comprehensive review of our product lines, core technologies, market dynamics, and competitive positioning. In a short period of time, we have significantly reduced our losses and improved our product lines, and yet we also recognize that a gap remains to achieving sustained profitability. So we expect that in the second quarter, we will make a series of announcements that will make clear our path forward to maximizing shareholder value in a relatively short period of time. Second, as of January 1, 2026, Nano Dimension began reporting as a U.S. domestic issuer. This transition aligns our reporting and governance with US market standards, including SEC rules and US GAAP, while maintaining compliance with local requirements for our global operations. By aligning our governance and reporting framework with US standards, we aim to enhance transparency for shareholders, reduce our operational complexity, and improve efficiency in managing our global business. We anticipate completing the redomestication process in the first half of 2026, subject to customary approvals. As part of this transition, our first Form 10-K filing timeline was shortened from 119 days under SEC rules applicable to foreign private issuers to 75 days as a U.S. domestic issuer. In addition, our transition during 2025 from IFRS to US GAAP added further complexity to our financial reporting process. 2025 was also a highly complex year from a financial reporting and disclosure perspective. We completed two significant acquisitions, Desktop Metal and Markforge, navigated the Chapter 11 process and the consolidation of Desktop Metal, the continued integration of Markforge, and executed a reduction in workforce as part of the post-merger integration. Together, these factors required additional time to ensure accurate, complete, and transparent financial reporting and disclosure. We filed our Form 10-K today. As disclosed in our Form 12-B-25, we identified a material weakness in internal control over financial reporting. primarily related to resource limitations impacting accounting for and disclosure of business combinations, and related valuation analysis. Importantly, while a material weakness is never good news, we have not identified any errors in previously issued financial statements, do not expect any restatements, and believe that our 2025 reporting results are materially correct. Under the oversight of the audit committee, we have implemented a remediation plan to address the material weakness and strengthen our control environment. This includes enhancing our risk assessment processes, adding experienced technical accounting and financial reporting resources, and providing targeted training to reinforce consistent execution of controls. We expect to continue executing this plan through 2026 and will validate its effectiveness through ongoing testing as these controls operate over time. We're confident these actions will strengthen our control environment going forward. Finally, on capital allocation, during the fourth quarter, we repurchased approximately 10.9 million shares for approximately $19.2 million and a total of over 14.4 million shares for approximately $24.9 million when factoring in earlier repurchases in late Q3 under our existing authorization of up to $150 million. Given the ongoing strategic process review, the Board is carefully evaluating capital deployment priorities, and we will not be providing forward-looking updates regarding repurchase activity at this time. Our strong balance sheet continues to provide meaningful flexibility as we evaluate opportunities to maximize shareholder value. As we sit here today, we're already at the end of the first quarter of 2026, and activity levels remain consistent with the momentum exiting the fourth quarter, taking into account typical seasonality. This is providing us with increased visibility into near-term demand. Given the nature of our business, which includes a mix of recurring activity and larger strategic orders, we believe annual financial guidance remains the most appropriate framework for setting expectations. John will walk through our outlook in more detail and discuss the underlying assumptions. Overall, our fourth quarter and full year results reflect the benefits of a more focused strategy, disciplined execution, and continued investment in differentiating technologies that address real customer needs in high valued markets. With that, I'll turn the call over to John to review our financial results and provide financial guidance for 2026. John? Thank you, Dave.

It's a pleasure to be here with you all today. Together with Dave and the global leadership team, we remain focused on executing our key priorities to improve the company's performance and enhance shareholder value. Unless stated otherwise, all numbers I will be discussing today are on a non-GAAP basis and reflect continuing operations. A reminder that the fourth quarter represents the second full quarter of Markforged being included in our consolidated financial results. Desktop Metal is excluded from our non-GAAP results as it is classified as discontinued operations following its Chapter 11 filing and deconsolidation during the third quarter of 2025. Turning to our fourth quarter performance, as Dave mentioned, we delivered results that exceeded the financial guidance we outlined on our third quarter call, reflecting improved execution, stronger demand across our priority industry segments, and disciplined cost management. Revenue for the fourth quarter was $35.3 million, representing a year-over-year growth of approximately 142% compared to $14.6 million in the fourth quarter of 2024. This increase was driven primarily by the inclusion of Markforge, which contributed $20.7 million. Excluding Markforge, NanoDimension's standalone revenue was approximately $14.6 million, in line with the prior year, as underlying growth offset the impact of divestments. On a sequential basis, revenue for the fourth quarter increased approximately 31% from $26.9 million in the third quarter of 2025, driven by improved customer engagement, stronger order activity, and continued adoption of our advanced digital manufacturing solutions across key industry segments, including advanced electronics, aerospace, automotive, defense, food and beverage, and next-generation computing infrastructure. Gross profit for the quarter was $17.6 million with an adjusted gross margin of approximately 49.7% compared to $5.3 million and 36.3% in the prior year quarter. This increase was driven primarily by the prior year inclusion of a one-time unfavorable inventory adjustment. Sequentially, gross profit increased approximately 38% from $12.7 million in the third quarter, with margin expansion of about 230 basis points from 47.4%, reflecting improved product mix and operational efficiencies. Operating expenses for the quarter were $27.3 million, representing a year-over-year increase of approximately 13% from $24.2 million in the fourth quarter of 2024. primarily due to the inclusion of Markforged. However, on a standalone basis, Nano Dimensions operating expenses decreased approximately 42% year-over-year, reflecting the benefits of divestments and disciplined cost management. On a sequential basis, operating expenses for the fourth quarter declined over 6% from $29.2 million in the third quarter and more than 16% relative to the previously identified baseline of approximately $32.5 million. which reflects second quarter operating expenses adjusted to include a full quarter of Mark Forge. This decrease reflects our continued cost discipline in efforts to streamline operations across the organization. Adjusted EBITDA for the quarter was a loss of $9.8 million, improving from a loss of $18.9 million in the fourth quarter of 2024 and $16.6 million in the third quarter of 2025, reflecting improved gross margins and disciplined expense management. Turning to our full year results, revenue for 2025 was $102.4 million, representing approximately 77% year-over-year growth compared to $57.8 million in 2024. Growth was driven by the inclusion of Markforge, which contributed $54.3 million, and continued adoption of our solutions across key industry segments, partially offset by strategic divestitures and softer demand amid macroeconomic uncertainties, including tariffs. Gross profit for the year was $48.1 million, with an adjusted gross margin of approximately 46.9%, compared to $26.2 million and 45.4% in the prior year. This growth was primarily driven by the inclusion of Markforged. Operating expenses for the full year were $101 million, representing a year-over-year increase of approximately 12% from $89.8 million, mainly due to the inclusion of Mark Forge, offset by continued cost discipline across the organization. Adjusted EBITDA for the year was a loss of $53.2 million compared to a loss of $63.6 million in 2024, reflecting increased revenue, improved gross margins, and disciplined cost management. Turning to the balance sheet, our financial position remains exceptionally strong. As of December 31, 2025, total cash, cash equivalents, deposits, and marketable equity securities were approximately $459.6 million, down from about $515.5 million at the end of the prior quarter. This change of approximately $55.9 million includes $19.8 million of cash used for share repurchases during the quarter and $24.4 million related to changes in the fair value of marketable equity securities. Looking ahead, I'd like to take a moment to outline our financial guidance. As a reminder, our business generates revenue from recurring book and ship activity and larger strategic orders, which can create some variability in quarterly results. Importantly, this variability reflects timing differences rather than lost revenue. With that in mind, we are taking a disciplined approach to providing guidance and will continue to evaluate providing additional metrics over time. As such, we are implementing annual guidance for 2026. For 2026, we expect revenue in the range of $130 million to $140 million, representing over 30% growth at the midpoint compared to 2025, which included a partial year contribution from Mark Forge following its acquisition in the second quarter of 2025. This outlook reflects continued momentum across our forward-leaning industry segments, including advanced electronics, aerospace, automotive, defense, food and beverage, and next-generation computing infrastructure. We expect, on a non-GAAP basis, gross margin between 46% and 48%, reflecting improvement at the midpoint compared to 2025, driven by operating leverage and continued efficiency across our cost structure. Operating expenses on a non-GAAP basis are expected to be between $106 million and $111 million, reflecting continued cost savings initiatives and disciplined resource management. At the midpoint, this represents modest growth relative to 2025, which included a partial year contribution from Mark Forge, as we continue to balance cost control with targeted investments to support growth. We expect adjusted EBITDA loss between $40 million and $50 million, representing meaningful improvement at the midpoint compared to the $53.2 million loss in 2025, driven by operating leverage as revenue growth outpaces expense growth. In terms of cadence, revenue is expected to be modest in the first half, ramping in the second half, with the first quarter typically the lightest and the fourth quarter the strongest. While full run rate savings from operational improvements remain a 2026 target, we are encouraged by sequential improvement in expenses and expect continued efficiencies to support margin expansion and reduce cash burn throughout the year. I will now hand it back to Dave.

Thank you, John. In summary, our actions we implemented in the second half of 2025 are driving meaningful results today. We believe our momentum is positive and our potential is excellent. We have grown revenue, reduced expenses, won critical new and strategic customers, we've provided financial guidance, repurchased shares, and implemented a comprehensive strategic alternatives review that is rapidly progressing toward key decisions. We fully expect that 2026 will bring an excellent opportunity to maximize shareholder value. We look forward to keeping you updated on our progress. With that, operator, please open the line for questions.

At this time, we'll begin the question and answer session. To ask a question, you may press star and then one using a touchtone telephone. To withdraw your questions, you may press star and two. If you are using a speakerphone, we do ask that you please pick up the handset prior to pressing the keys to ensure the best sound quality. Once again, in order to ask a question, please press star and one. We'll pause momentarily to assemble the roster. And our first question today comes from Moshi Sarsadi from Mauritian. Please go ahead with your question.

Hi, good evening and thank you for the very elaborate call. I want to ask, I see that you closed the Markforged acquisition on April 25 of 2025. That means you had two months in Q2 with Markforged under the nano dimension umbrella, plus Q3 and Q4. If I compare the total revenue of Markforged in the same time in 2024 to what you reported, revenue at Markforged is actually down. compared to 2024. And I see that the rest of nanodimension revenue is also down. How does that reconcile with what I just heard about continued momentum? And also, how is that not misleading that the first line in the press release is how revenue grew by more than 100%, implying that it's all organic? Well, it's clearly not only not organic, it's also not growing.

First off, thank you very much for the question. As we were stating about the revenue growth year over year, you know, that's comparing the consolidated business now after the acquisition with the prior year, which did not include Mark Forge. So that's specific to the comparison to the prior year. As it relates to, you know, Mark Ford specifically in the fourth quarter consolidated, you know, the growth that we're talking about is the sequential growth in Q4 over Q3 and the continued improvement within the key areas and product lines that we've specified. So that's the improvement that we're speaking of and what we're anticipating continuing into the 2026 year.

All right. Again, I'm sorry. It escapes me how writing that the revenue is up by 100%, more than 100%, is not an attempt to mislead the readers.

Moshe, it's definitely not an attempt to mislead. It's the requirements on how we have to compare our actual financials year over year before we had Mark Forged. And then if you read deeper into the press release and what we talked about on the call, we described the various comparisons, both year over year with and without Mark Forge.

I see. Okay. What about the share repurchases program? Why are you discontinuing it?

Yeah, as we described in the call, we think that there are better uses for our money at this point, which will become very clear in the second quarter, as we said during the call. That's number one. And, you know, we have not taken it off the table. It's still an option. We're just not going to talk about it in advance.

I see. Okay. I just don't understand how buying $2 and something for $1.70, how can you have a better use for the cash than that? Is there anything at all that can be more immediately accretive than buying $1 for 85 cents?

Understand the point. And as we said, in Q2, things should become a whole lot more clear.

That is very not encouraging. I have to say it's very abstract. There is no explanation here. It's just a promise that, just like the ones we heard from Joff Stern, that in a few quarters, everything is going to turn around.

Appreciate the question. And as I said, you'll learn a whole lot more in this next quarter.

And once again, if you would like to ask a question, please press star and then one to join the question queue. And at this time, in showing there are no further questions, I'd like to turn the floor back over to Dave for closing remarks.

Thanks for joining us today and for your continued interest in nanodimension. Have a great day and goodbye.

And with that, ladies and gentlemen, we'll be concluding today's conference call and presentation. We do thank you for joining. You may now disconnect your lines.