27 March 2024
Windward
Ltd.
("Windward", "the Company")
Final Results
Strong financial results and record
customer wins alongside further market-leading
innovation
Windward (LON: WNWD), the leading Maritime AI company, is
pleased to announce audited results for the year ended 31 December
2023.
Financial
Highlights
|
·
|
Annual Contract Value
(ACV1) up 35% to $34.5m (2022: $25.5m)
|
|
·
|
Commercial ACV growth of 58% (2022: 42%),
representing 30% of total ACV (31 December 2022: 26%)
|
|
·
|
Revenue up
31% to $28.3m (2022:
$21.6m)
|
|
·
|
Gross margin increased 700 basis
points to 79% (2022:
72%)
|
|
·
|
R&D investment to support
future growth of $11.1m (2022:
$12.3m)
|
|
·
|
59% reduction in EBITDA loss to $(5)m (2022:
($12.1m)), with H2 EBITDA loss of $(1.2)m (2022 $(6.7)m
|
|
·
|
Cash and cash equivalents of
$17.3m as at 31 December 2023 (31 December 2022: $22.1m)
|
Operational
Highlights
|
·
|
Continued
expansion of our blue-chip, global customer base, driven by
underlying market demand and the diversification of our
offering
|
|
|
o
|
Strong growth in customers to over
200 as at 31 December 2023 (31
December 2022: 132)
|
|
|
o
|
Good levels of renewals and wins
in Government segment, including significant increase in ROW
Government customers
|
|
|
o
|
Progress in expanding our
supply chain customer base, supporting strong ACV growth in the
commercial sector in line with our stated
strategy
|
|
|
o
|
Partnerships signed to further
expand market reach, including a partnership with the London Stock
Exchange Group
|
|
·
|
Continued
innovation of our offering to provide customers with the most
advanced maritime AI
|
|
|
o
|
New product launches include
additional ETA insights and Reasons for Delay API strengthening our
supply chain solution in response to changing global
events
|
|
·
|
Confident
outlook
|
|
|
o
|
Strong trading momentum has
continued in the new year
|
|
|
o
|
Confident in achieving results for
FY24 in line with market expectations
|
(1) ACV, as of a given date, is
the total of the value of each contract divided by the total number
of years of the contract.
(2) EBITDA is earnings before
interest, tax, depreciation and amortisation
Ami Daniel, CEO and Co-Founder of Windward
said:
"I am pleased to have driven another year of significant progress for Windward in line
with our stated strategy, delivering record levels of ACV and
revenue, including substantial growth in our commercial
segment.
Global trade faces an array of evolving challenges across
security, sanctions, and supply chains. In the face of these
ongoing pressures, we have further cemented our position across the
industry as a trusted partner to governments and businesses of all
sizes to help them meet their ambitions.
Looking ahead, we are excited to scale the business further
and meet the growing need for the digitisation of the maritime
market. We are supported in these ambitions by our global and
committed team of maritime experts, a strong cash position,
enabling continued investment into our solutions and people, and
high levels of recurring revenue."
For more information, please
contact:
|
Windward
|
Via Alma
|
|
Irit Singer, CMO
|
|
|
Canaccord Genuity (Nominated Adviser & Broker)
|
+44(0)20 7523 8000
|
|
Simon Bridges / Andrew
Potts
|
|
|
Alma Strategic Communications
|
+44(0)20 3405
0205
|
|
Caroline Forde / Kieran
Breheny
|
|
About Windward
Windward (LSE:WNWD), is the leading Maritime AI™ company,
providing an all-in-one platform to accelerate global trade.
Windward's AI-powered decision support and exception management
platform offers a 360° view of the maritime ecosystem and enables
stakeholders to make real time, predictive intelligence-driven
decisions to achieve business and operational
readiness.
Windward's Maritime AI supports
companies across industries. The company's clients range from oil
supermajors, freight forwarders, and port authorities, to banks,
shippers, insurers, and governmental organizations.
For more information
visit: https://windward.ai/.
Chairman's
statement
Overview
This was a year in which Windward has become
firmly established on the world stage, enabling efficiencies and
supporting compliance across global trade, through its data and AI
capabilities.
For a range of maritime participants,
including governments, agencies, freight forwarders, traders and
energy firms, Windward's AI platform represents a vital tool to
address their needs in an unpredictable and ever-changing business
environment. Windward is a trusted partner to these organisations,
becoming an integral element of their day-to-day decision making,
providing considerable scope for future growth as the Company's
platform evolves.
Increasing
complexity of Global trade
The regulatory and sanctions landscape
continues to place increasing pressure on organisations to ensure
visibility of who they are dealing with and where the goods they
are trading have come from. Key events such as the EU's 11th and
12th sanctions packages, a fourth round of US sanctions and, more
recently, the UK's General Trade Licence sanctions against Russian
vessels reflect the wide-reaching and enduring nature of these
complexities within global trade.
At the same time, freight forwarders and their
customers demand the highest levels of visibility across their
supply chain, which has only been compounded by the wider
macro-economic and geopolitical environment, as evidenced by issues
observed in 2023 such as drought in the Panama Canal or attacks in
the Red Sea, which can significantly affect routes and estimated
times of arrival.
The ever-shifting maritime environment extends
also to Governments, as they look to secure their borders and
secure themselves against threats. We were delighted to see strong
growth in ROW Government ACV in the year, growing 34%, and no churn
in Government customers in 2023.
Amid this complex web of security concerns,
regulation and sanctions, cost, time and logistical pressures,
Windward's proposition has emerged as a key solution to ensure
optimal performance for both commercial and government
actors.
Strong
company performance
It has been a record year for Windward, with
significant double-digit revenue growth and a considerable
acceleration in its path to profitability, through disciplined cost
control.
Windward has delivered ACV growth of 35% for
2023 to $34.5m, providing a solid basis for further expansion into
the new year. This growth underscores the relevance and value
of our proposition, particularly as businesses increasingly rely on
our solutions to navigate complex operational
landscapes.
Revenue increased 31% to $28.3m (2022:
$21.6m), with a significantly decreased EBITDA loss of $5m (2022:
$12.1m; H22023: -$1.2m) as a result of steps taken to streamline
operations and control costs, which provides a clear pathway to
achieving positive EBITDA. The Company remains well capitalised
with net cash of $17.3m at 31 December 2023.
A particular highlight has been the growth in
customer numbers to over 200, up from 132 at 31 December 2022. This
milestone reflects the diversification of the customer base and
offering, with a particular success in growing Windward's presence
among the commercial sector through its supply chain
solution.
People and
culture
Our continued success is driven by the hard
work and talent across our teams. Underpinning this is a strong
culture of innovation and entrepreneurship which binds our teams
together in our vision.
In a year in which many of our colleagues have
faced significant challenges, particularly from October, our people
have maintained a focus on delivery. I would like to extend my deep
gratitude for the hard work of our teams and their continued
excellence during this time.
Positive
Outlook
For an increasing number of organisations,
embracing technology is now an imperative to ensure maximum
compliance and efficiency in their operations. Windward's expertise
in maritime AI is over a decade in the making, and remains
second-to-none, placing us at the forefront of this growing
opportunity.
I'm extremely proud of the progress achieved
to date, but as an organisation we recognise there remains an
untapped opportunity ahead to further transform all spheres of the
maritime industry.
Finally, I would like to extend my gratitude
to our shareholders, customers, and employees for their continued
support. Together, we have achieved significant steps forward for
the business, and the Board remains confident in the continued
progress of Windward in the years ahead.
Edmund John
Phillip Browne, The Lord Browne of Madingley
Non-Executive Chairman
Chief
Executive Officer's statement
I am delighted to report on another year of
significant progress for Windward. We have executed against our
stated strategy, delivering record results and new customer wins
alongside further market-leading innovation across our service
lines. We have deepened our relationship with customers through
product enhancements and updates in response to the ever-changing
global environment, strengthening our position as trusted partner
in global trade.
Importantly, we advanced our plan for reducing
costs to see the business through more quickly to cash generation,
with total operating expenses reduced to $30.5m from $31.0m.We
increased efficiencies and focus throughout the business, while
delivering strong top line growth, as evidenced by ACV growth of
35% in the year to $34.5m and reduced EBITDA loss (-$1.2m) and cash
burn in H2 to ($0.3m).
We have maintained our investment into new
solutions and product offerings, and the success of our supply
chain offering can be seen in the growth in the proportion of ACV
derived from the Commercial sector, now growing to 30% of total ACV
(2022: 26%), with a growth of 58% in commercial ACV in 2023. We
have learnt much about the requirements of our supply chain
customers in the year and see potential for further product
development in 2024, to increase the competitive differentiation
and addressable market.
We saw a good level of renewals and wins
across our Government segment, including a significant increase of
ROW customers and no churn. Looking ahead, we anticipate this
segment will provide a steady cash generative base allowing us to
continue to make investment into the Commercial segment.
With many of the world's largest participants
in global trade as customers and partners, providing a significant
endorsement of the power of our maritime AI insights, a growing
base of high margin, recurring revenue, and a committed and driven
team, we have a fantastic basis on which to build in 2024. This is
supported by our strong net cash balance of $17.3m, positioning us
well to invest across our people and product as we
scale.
Overview
Global shipping continues to confront multiple
challenges, with all maritime actors needing to adapt to the
shifting operational and regulatory landscape while effectively
servicing global trade, whether this be achieving the optimal
routes for cargo transport, ensuring compliance with the raft of
regulations and sanctions in place, or securing territories against
bad actors.
Windward has firmly established itself at a
critical juncture within the maritime industry. Across the areas of
security, supply chain and sanction compliance, our customers see
us as a trusted and essential technology partner for their
day-to-day activities, using the data, insights and analytics built
from our vast network of data and AI tools to provide them with
greater visibility and help them make the right decisions for their
respective goals.
Our global team of maritime experts have their
fingers on the pulse for all matters related to maritime risk, and
as more and more government departments and businesses turn to our
solution, we remain ready to react swiftly to the changing trade,
sanctions and security environments.
Performance
against FY23 ambitions
We started the year with a set of key aims to
further grow our presence across all areas of maritime and uphold
our competitive edge. These were to expand our commercial customer
base, with a focus on capturing enterprise-level customers in the
Commercial segment, build our supply chain business, while
maintaining our strong presence with US Government and ROW
Government customers.
We achieved a landmark of over 200 customers,
representing the increasing recognition of the significant benefits
technology plays in supporting the everyday maritime operations.
However, this is only a fraction of the huge available market for
us to target. Whilst we are delighted with the number of new
customers, in no way did this affect the diligence with which we
look after our existing customers. This is reflected in our strong
rate of renewals.
Growing our
supply chain business and capturing enterprise
customers
In line with our stated ambitions for the
year, we are seeing the further adoption of our Ocean Freight
Visibility solution (OFV).
Following OFV's launch in 2022, we reacted to
our learnings around the offering and the needs of the end market.
Through this, we have identified that the sophistication of the
solution means it is most appropriate for the largest freight
forwarders, who require the deep insights and data points provided
by OFV. These learnings have enabled us to tailor the
solution to better meet the needs of freight forwarders, utilising
the data sources we already have available to make insights
available to customers within the platform, not only from port to
port, but also warehouse to warehouse. Through this narrowed focus,
we have been able to grow customer numbers and average deal
size.
The feedback from this solution to date has
been exceptional, and we were delighted to receive recognition of
the superiority of our offering through the receipt for the award
of The Supply Chain Innovation Award - Technology at the 2023
Supply Chain Excellence awards. Customers signed using OFV include
Scan Global Logistics and Nowports.
Our direct sales have been complemented by key
partnerships established during the year, including our significant
partnership with the London Stock Exchange Group ("LSEG"). These
partnerships, which embed Windward's capabilities into third party
platforms, extend the reach of our services to new users. This is
part of our strategy to expand our channel partnership as presented
at the time of our IPO.
Post-period, in February 2024, we were pleased
to announce an extension to our LSEG partnership through the
integration of select LSEG's World-Check services into our
platform. This extension provides our customers with comprehensive
compliance and risk management solutions beyond the maritime
domain, reinforcing our capability to enable businesses to manage
the complexities of global trade risk.
Investing in
our product
Our 14+ years of investment into AI and
machine learning technologies and unrivalled datasets sets us apart
from our peers and presents a significant barrier to entry for new
entrants to the maritime space. Yet, as we broaden our offering,
and as the maritime space encounters new challenges, we continue to
focus on adapting and enhancing our product to deliver an
unbeatable set of market-leading products.
In view of the changing trade flows and
increased risks prompted by geopolitical and environmental
dynamics, we launched two key enhancements in H1, additional ETA
insights and Reasons for Delay API, to broaden and deepen the
actionable insights and analytics for our customers.
Responding to recent events in the Red Sea
region, in December, we also launched our Route Deviation Exception
for stakeholders in view of the continually shifting situation in
the region. This rapid responsiveness and deployment reflects the
robustness of our platform and technology and its ability to
swiftly adapt to clients' changing needs, whatever the
circumstances.
We also launched an advanced Business
Intelligence solution to enable the vast array of shipping
stakeholders to elevate their tracking of shipments and gain an
AI-driven commercial and strategic edge. Post-period, we enhanced
this solution through the addition of 'Sequence Search', a
first-of-its-kind capability that allows users to conduct advanced
analysis of vessels' behavioural typologies and trade movements by
searching for sequences of activities. This enhancement is now
being offered to both existing and new customers as a new value
package.
In keeping with our longstanding investment
into AI, we are currently testing the deployment of generative AI
across our platform, with the intention of formally launching this
enhancement in 2024. This mirrors the pace of our customers'
progress which many of them are busy deploying generative AI across
their businesses. According to McKinsey, 94% of businesses will
invest more in 2024 in AI based technology solutions vs.
2023.
These innovations ensure the highest levels of
visibility and support for our existing customers and help to
expand our reach to new customers and market segments.
We have continued to expand and strengthen our
sales teams, the vast majority of which are based outside of
Israel, giving us close access to new enterprise and government
customers across the world.
For our teams in Israel, it has been a
challenging time, however they have continued to deliver for our
customers. The hard work and continued dedication to performance,
day in and day out, has been exceptional, and I would like to thank
our staff in Israel and across the world for their vital
contribution to our success.
Cost
management to optimise our profitability
A key focus for management through the year
has been further optimising our efficiency and managing costs in
the business to enhance our pathway to profitability. As set out
last year, we are on track to reach EBITDA break-even run rate
exiting FY24.
Key focus
areas for 2024
Our key focus areas for the current financial
year are to:
|
1.
|
Continue to grow our commercial presence,
capturing the significant opportunities across security, sanctions
and compliance, and supply chain pressures
|
|
2.
|
Expand our range of partnerships to increase
our revenue opportunities and routes to market while deepening
relationships with existing partners
|
|
3.
|
Expand our customer base in the US Government
market and deepen our reach into the Defense space, aiming to sign
multi year contracts.
|
|
4.
|
Retain existing business in the RoW government
and achieve modest growth in this segment.
|
|
5.
|
Further investment into our product roadmap to
deliver AI solutions that deliver tangible benefit for our
customers
|
Current
trading and outlook
The positive momentum of 2023 has continued
into 2024. This underscores the resilience and effectiveness of our
solutions and positioning for profitability in the near
term.
In December I relocated to London with my
family in a move which positions me closer to many of our key
customers and investors. To date, London has represented a great
environment for the business for accessing shareholders and
customers, and I look forward to the benefits of increased
interaction with our customers and wider stakeholders over the
coming year.
As we continue to help our customers navigate
the intricate nature of maritime trade across regulatory
requirements, logistics, and achieving cost efficiencies, our
R&D teams are continuing to innovate in line with the shifting
environment. We also plan to invest further into our sales and
marketing functions to accelerate our growing presence in our
markets.
Looking ahead to 2024 and beyond, we are
excited about the opportunities that lie ahead, driven by the
industry-wide expectation for greater actionable insights and
visibility and our own continued innovation to keep up with these
long-term trends. Whilst it is early in the year, we are confident
in achieving results for FY24 in line with market
expectations.
We feel we have only scratched the surface
with respect to the massive global opportunity across maritime
trade, and I look forward to updating shareholders on our progress
throughout the year.
Ami
Daniel
Co-founder and CEO
Financial
Review
Windward management and Board regularly review
metrics, including the following KPIs, to assess its performance,
identify trends, develop financial projections and make strategic
decisions. For a review of the key financial metrics, see
below.
A
KEY DRIVER OF FUTURE REVENUE IS ANNUAL CONTRACT VALUE
(ACV)
ACV is a non-IFRS measure defined as the sum
of all ACV for customers as of the measurement date. The ACV for
each customer is the annual committed subscription value of each
order booked for which Windward will be entitled to recognise
revenue. For example, a contract for $1m with a committed
contractual term of two years would have ACV of $0.5m, making the
assumption for any period that the customer renews under the same
terms and conditions.
As at 31 December 2023, Windward increased its
ACV by 35% over 31 December 2022, driven primarily by the
increase in customers from 132 to 201 over the same period,
and to a lesser extent by an increase in upsells to existing
customers made possible by expansion of the number of users or the
product set. Growth in ACV has been in all segments of our
markets.
KEY
PERFORMANCE INDICATORS ("KPIS") ($ IN THOUSANDS)
|
ACV
|
2023 ($'000)
|
2022 ($'000)
|
% change
|
|
ROW Gov
|
15,936
|
11,533
|
38.2%
|
|
USA Gov
|
8,135
|
7,381
|
10.2%
|
|
Commercial
|
10,457
|
6,622
|
57.9%
|
|
Total
|
34,528
|
25,536
|
35.2%
|
|
Revenues
|
|
|
|
|
ROW Gov
|
12,472
|
9,986
|
24.9%
|
|
USA Gov
|
7,355
|
6,041
|
21.8%
|
|
Commercial
|
8,500
|
5,616
|
51.4%
|
|
Total
|
28,327
|
21,643
|
30.9%
|
|
Number of Customers
|
Count
|
Count
|
|
|
ROW Gov
|
29
|
20
|
45.0%
|
|
USA Gov
|
16
|
15
|
6.7%
|
|
Commercial
|
156
|
97
|
60.8%
|
|
Total
|
201
|
132
|
52.3%
|
We separate our Government customers into two
market segments: Government outside USA (ROW) and USA Government.
We do this as the buying cycle and pricing for each segment is
different. For Government ROW, in most cases Windward is responding
to a Request for Proposal ("RFP") process which can take between 9
to 18 months to conclude. For the USA Government Windward typically
sells a subscription-based solution on a price per user basis.
Historically most of the annual awards from the U.S. Government
agencies are linked to the U.S. Federal budget cycle which
typically concludes annually at the end of September.
At the end of December 2023 our largest
customer was at 8.3% (December 2022: 10.9%) of ACV and the
next 5 biggest customers together were 20.4% (December 2022:
26.9%) of ACV.
The annual ACV churn rate is defined as the
value of contracts lost from the existing customer base one year
prior to the measurement date, as a proportion of the total ACV
value of that existing customer base. The churn rate reflects
customer losses and contractions but not any customer expansions of
existing contracts.
Churn in 2023 was 7.5% compared to 19.5% in
2022 when we had 32% churn in Gov ROW. We target churn to be below
10%.
FINANCIAL OVERVIEW as of 31
December:
|
|
2023 ($'000)
|
2022 ($'000)
|
Change %
|
|
Revenues
|
28,327
|
21,643
|
30.9%
|
|
Cost of revenues
|
5,825
|
6,146
|
-5.2%
|
|
Gross Profit
|
22,502
|
15,497
|
45.2%
|
|
Gross Margin
|
79%
|
72%
|
|
|
R&D
|
11,132
|
12,306
|
-9.5%
|
|
S&M
|
13,650
|
13,173
|
3.6%
|
|
G&A
|
5,697
|
5,528
|
3.0%
|
|
|
|
|
|
|
Total operating
expenses
|
30,479
|
31,007
|
-1.7%
|
|
Operating loss
|
(7,977)
|
(15,510)
|
-48.6%
|
|
|
|
|
|
|
EBITDA loss
|
(5,024)
|
(12,112)
|
-58.5%
|
REVENUE
Revenue increased by 30.9% to $28.3m ( 2022:
$21.6m). This increase was driven by 24.9% growth in Gov ROW,
21.8% growth in our USA Government and 51.4% in Commercial
segments mostly from the additional 70 new customers adopting our
solution for the first time.
Gross
margin
Gross margin increased to 79% in 2023 (72% in
2022), mostly as a result of increase in revenue and cost saving
actions taken earlier in the year. We expect margins to improve to
be above 80% over time.
R&D
Research and development decreased from $12.3m
in 2022 to $11.1m in 2023 mainly due to lower number of employees
and other cost control. All R&D costs are expensed as they
occur, we do not capitalise R&D costs.
S&M
Sales and marketing increased slightly from
$13.2m in 2022 to $13.6m in 2023. The main reason for the increase
was hiring additional sales managers in Europe and USA
G&A
General and administrative expenses increased
slightly from $5.5m in 2022 to $5.7m in 2023 reflecting the
increased level of business activity, mainly additional office
space.
Taxes
The Company paid $146 thousands income tax in
its subsidiaries.
CURRENCY EFFECT
Approximately 60% of the annual operating
expenses are incurred in New Israeli Shekels (NIS). While most of
the revenue is invoiced in USD and consequently, the Company
reports in USD. The average exchange rate between NIS and $
increased by 10% in 2023 versus 2022.
EBITDA
We define EBITDA as profit before
depreciation, amortisation, interest, tax and share-based payment
charges and associated employer tax charges.
Statement of financial
position
CASH AND
CASH EQUIVALENTS
Windward had cash, cash equivalents and short
term deposits on 31 December 2023 of $17.3m, (70% held in
USD), a decrease of $4.8m from
31 December 2022.
CASH
FLOW
Windward used $3.3m to finance operating
activities in 2023, a 76% decrease from the $13.8m used in 2022.
The decrease was mainly the result of reduced operating losses and
increase in deferred revenue of $3.1m.
Ofer Segev
Chief
Financial Officer
Windward
Ltd.
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
|
|
|
Year ended December
31
|
|
Note
|
2023
|
|
2022
|
|
|
|
U.S. dollars in
thousands (except share and per share
data)
|
|
|
|
|
|
|
|
REVENUES
|
13
|
28,327
|
|
21,643
|
|
COST OF REVENUES
|
14
|
5,825
|
|
6,146
|
|
GROSS PROFIT
|
|
22,502
|
|
15,497
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
Research and development, net
|
14
|
11,132
|
|
12,306
|
|
Sales
and marketing
|
14
|
13,650
|
|
13,173
|
|
General and administration
|
14
|
5,697
|
|
5,528
|
|
TOTAL OPERATING EXPENSES
|
|
30,479
|
|
31,007
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
(7,977)
|
|
(15,510)
|
|
FINANCIAL EXPENSES (INCOME)
|
|
|
|
|
|
Financial expenses
|
14
|
1,316
|
|
3,937
|
|
Financial income
|
14
|
(448)
|
|
(248)
|
|
LOSS FOR THE YEAR
|
|
(8,845)
|
|
(19,199)
|
|
|
|
|
|
|
|
Tax
Expenses
|
|
146
|
|
-
|
|
|
|
|
|
|
|
NET
LOSS FOR THE YEAR
|
|
(8,991)
|
|
(19,199)
|
|
Loss per share attributable to the ordinary equity holders of
the Company:
|
|
|
|
|
|
Basic
and diluted Loss per share
|
17
|
(0.10)
|
|
(0.22)
|
The accompanying notes are
an integral part of the financial statements.
Windward
Ltd.
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
|
|
|
|
December
31
|
|
|
Note
|
|
2023
|
|
2022
|
|
|
|
|
U.S. dollars in
thousands
|
|
Assets
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
4
|
|
17,317
|
|
22,141
|
|
Trade
receivables
|
5
|
|
2,502
|
|
2,448
|
|
Other
receivables
|
5
|
|
4,254
|
|
2,861
|
|
TOTAL CURRENT ASSETS
|
|
|
24,073
|
|
27,450
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS:
|
|
|
|
|
|
|
Restricted deposit
|
12
|
|
1,558
|
|
1,143
|
|
Property and equipment, net
|
6
|
|
646
|
|
796
|
|
Intangible asset
|
2j
|
|
495
|
|
-
|
|
Right-of-Use asset
|
7
|
|
1,619
|
|
1,956
|
|
TOTAL NON-CURRENT ASSETS
|
|
|
4,318
|
|
3,895
|
|
TOTAL ASSETS
|
|
|
28,391
|
|
31,345
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
Trade
payable
|
|
|
969
|
|
878
|
|
Current
maturities of lease liabilities
|
7
|
|
330
|
|
320
|
|
Other
payable
|
8a
|
|
4,364
|
|
3,637
|
|
Deferred revenues
|
13
|
|
12,734
|
|
8,315
|
|
TOTAL CURRENT LIABILITIES
|
|
|
18,397
|
|
13,150
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES:
|
|
|
|
|
|
|
Liability
for employee rights upon retirement, net
|
|
|
55
|
|
57
|
|
Deferred
revenues
|
|
|
2,791
|
|
4,078
|
|
Lease
liability
|
7
|
|
1,392
|
|
1,725
|
|
TOTAL NON-CURRENT LIABILITIES
|
|
|
4,238
|
|
5,860
|
|
TOTAL LIABILITIES
|
|
|
22,635
|
|
19,010
|
|
|
|
|
|
|
|
|
COMMITMENTS
|
12
|
|
|
|
|
|
SHAREHOLDERS' EQUITY:
|
|
|
|
|
|
|
Ordinary Shares
(See note 9)
|
9
|
|
-
|
|
27
|
|
Additional
paid-in capital
|
9,10
|
|
83,297
|
|
80,858
|
|
Accumulated
deficit
|
|
|
(77,541)
|
|
(68,550)
|
|
TOTAL SHAREHOLDERS' EQUITY
|
|
|
5,756
|
|
12,335
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
28,391
|
|
31,345
|
|
|
|
|
Ami Daniel
|
Ofer Segev
|
|
Chief
Executive Officer
|
Chief
Financial Officer
|
Date of approval of the
consolidated financial statements by the Company's Board of
Directors: March 25,
2024.
The accompanying notes are
an integral part of the financial statements.
Windward
Ltd.
CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS' EQUITY
|
|
|
Ordinary
shares
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Total
|
|
|
|
U.S. dollars in
thousands
|
|
BALANCE AS OF DECEMBER 31, 2021
|
27
|
|
77,486
|
|
(49,351)
|
|
28,162
|
|
|
|
|
|
|
|
|
|
|
CHANGES DURING 2022:
|
|
|
|
|
|
|
|
|
Exercise of options by
employees
|
(*)
|
|
536
|
|
-
|
|
536
|
|
Share based
compensation
|
-
|
|
2,836
|
|
-
|
|
2,836
|
|
Loss for the
year
|
-
|
|
-
|
|
(19,199)
|
|
(19,199)
|
|
BALANCE AS OF DECEMBER 31, 2022
|
27
|
|
80,858
|
|
(68,550)
|
|
12,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGES DURING 2023:
|
|
|
|
|
|
|
|
|
Exercise of options and RSUs by
employees
|
(*)
|
|
118
|
|
-
|
|
118
|
|
Share based compensation
|
-
|
|
2,294
|
|
-
|
|
2,294
|
|
Change in the shares nominal
value
(See note 9)
|
(27)
|
|
27
|
|
|
|
-
|
|
|
|
|
|
|
|
Loss for the year
|
|
-
|
|
|
|
(8,991)
|
|
(8,991)
|
|
BALANCE AS OF DECEMBER 31, 2023
|
-
|
|
83,297
|
|
(77,541)
|
|
5,756
|
* Represents an amount lower than
1 thousand U.S dollar
The accompanying notes are
an integral part of the financial statements.
Windward
Ltd.
CONSOLIDATED STATEMENTS OF
CASH FLOWS
|
|
Year ended December
31,
|
|
|
2023
|
|
2022
|
|
|
U.S. dollars in
thousands
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
Loss for the year
|
(8,991)
|
|
(19,199)
|
|
Adjustments to reconcile loss for
the year to net cash used in
|
|
|
|
|
operating activities:
|
|
|
|
|
Depreciation
|
659
|
|
562
|
|
Share based compensation
expenses
|
2,294
|
|
2,836
|
|
Effect of exchange rate
|
123
|
|
3,127
|
|
Finance expenses of lease
liabilities
|
122
|
|
79
|
|
Changes in asset and liability
items:
|
|
|
|
|
Increase in trade
receivables
|
(53)
|
|
(802)
|
|
Increase in other
receivables
|
(1,393)
|
|
(1,430)
|
|
Increase in trade
payables
|
91
|
|
385
|
|
Increase (decrease) in other payables and
accruals
|
727
|
|
(681)
|
|
Increase in deferred
revenues
|
3,132
|
|
531
|
|
Decrease in accrued severance pay,
net
|
|
|
|
|
Net
cash used in operating activities
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
Purchase of property and
equipment
|
(112)
|
|
(182)
|
|
Investments in intangible
assets
|
(495)
|
|
-
|
|
(Increase) decrease in restricted
deposit
|
(401)
|
|
17
|
|
Interest received
|
|
|
|
|
Net
cash used in investing activities
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
Proceeds from exercise of
options
|
118
|
|
536
|
|
Funds received (paid) in respect of
the sale of shares by
|
|
|
|
|
shareholders and consultants in
connection with the Initial
|
|
|
|
|
Public Offering
|
-
|
|
(3,730)
|
|
Principal elements of lease
payments
|
(313)
|
|
(411)
|
|
Interest paid
|
(194)
|
|
(71)
|
|
Net
cash used in financing activities
|
|
|
|
|
|
|
|
|
|
DECREASE IN CASH AND CASH
|
|
|
|
|
EQUIVALENTS
|
(4,240)
|
|
(18,440)
|
|
BALANCE OF CASH AND CASH EQUIVALENTS AT
|
|
|
|
|
BEGINNING OF YEAR
|
22,141
|
|
43,688
|
|
EFFECTS OF EXCHANGE RATE CHANGES ON CASH
|
|
|
|
|
AND CASH EQUIVALENTS
|
|
|
|
|
BALANCE OF CASH AND CASH EQUIVALENTS AT
|
|
|
|
|
END
OF YEAR
|
|
|
|
The accompanying notes are
an integral part of the financial statements.
Windward
Ltd.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 - GENERAL
a. Windward Ltd. (the "Company" or and its subsidiaries the
"Group") was incorporated in Israel and commenced its operations in
January 2010. The registered office of the Company is Ha-Shlosha St
2, Tel Aviv-Yafo, Israel. Windward is a leading maritime AI
company, providing an all-in-one platform for risk management and
maritime domain awareness needs. The Company has established two
wholly owned subsidiaries in the United Kingdom and one in the
United States, that provide sales and marketing services to the
Company.
b. On December 6, 2021, the
Company completed a process of listing its existing shares and
issuing new shares on the AIM market of the London Stock Exchange
(the IPO).
c. In October 2023, in
response to Hamas' attack on Israel from the Gaza Strip, Israel
declared war on Hamas. Despite the ongoing war, the Company has
continued to operate its business and serve its customers around
the world and, to date, its ability to support customers has not
been materially impacted. At this time, less than 10% of the
Company's Israeli workforce have been called to military reserve
duty and the Company has contingencies in place to cover impacted
roles and responsibilities.
The situation in the region
remains highly uncertain and there is the possibility that the
conflict could worsen or expand which could, in turn, further
impact economic conditions in Israel and in the broader region. At
of this report, it is difficult to assess the impact the war may
have on the Company's results of operations. Any further
escalation, expansion, or prolonged continuation of the ongoing
conflict has the potential to impact the Company's operations
locally as well as the broader global economy and may have a
material effect on the Company's results of operations.
d. Since the establishment
of the company, the company has accumulated continuous losses from
its business activities, and it had negative cash flows. As of
December 31, 2023, the company had cash and cash equivalents in the
amount of approximately $17.3
million. The continuation of the company's
activity in the coming year is supported by its cash balances as
well as the realization of the management's plans for growth and an
increase in the revenues. These funding sources allow the company's
management to assess its continued activity for a period of more
than 12 months starting from the date of approval of these
financial statements.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
a. Basis of presentation of the consolidated financial
statements
The consolidated historical
financial information presents the financial track record of the
Group for the two years ended December 31, 2023 and have been
prepared in accordance with International Financial Reporting
Standards (IFRS) and interpretations issued by the IFRS
Interpretations Committee (IFRS IC) applicable to companies
reporting under IFRS. The financial statements comply with IFRS as
issued by the International Accounting Standards Board
(IASB).
The significant accounting
policies described below have been applied consistently in relation
to all the reporting periods, unless otherwise stated.
In determining and applying
accounting policies, the management are required to make judgements
and estimates in respect of items where the choice of specific
policy, accounting judgement, estimate or assumption to be followed
could materially affect the Group 's reported financial position,
results or cash flows and disclosure of contingent assets or
liabilities during the reporting period; it may later be determined
that a different choice may have been more appropriate. The Group
's critical accounting judgements and key sources of estimation
uncertainty are detailed in note 3. Actual outcomes could differ
from those estimates. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the
revision affects only that period; they are recognized in the
period of the revision and future periods if the revision affects
both current and future periods.
b. Functional and
presentation currency
Items included in the financial
statements of each of the Group's entities are measured using the
currency of the primary economic environment in which the entity
operates is U.S. dollar ("$" or "dollar"). The
consolidated financial statements are presented in in U.S. dollar
("$" or "dollar") currency units, which is the Company and its
subsidiaries functional currency and the group presentation
currency.
Transactions and
balances
Foreign currency transactions are
translated into the functional currency using the exchange rates at
the dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions, and from the
translation of monetary assets and liabilities denominated in
foreign currencies at year end exchange rates, are generally
recognized in profit or loss. All other foreign exchange gains and
losses are presented in the statement of profit or loss on a net
basis within financial expenses/income.
Non-monetary items that are
measured in terms of historical cost in a foreign currency are not
retranslated.
c. Principals of
consolidation
Inter-Company transactions,
balances and unrealized gains on transactions between Group
companies are eliminated. Unrealized losses are also eliminated
unless the transaction provides evidence of an impairment of the
transferred asset. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies
adopted by the Group.
d. Cash and cash equivalents
All highly liquid investments,
which include short-term bank deposits, that are not restricted as
to withdrawal or use, and short-term debentures, the period to
maturity of which do not exceed three months at the time of
investment, are considered to be cash equivalents. Cash and cash
equivalents exclude restricted cash.
e. Restricted deposit
Restricted deposits consist of
cash deposits for office lease, credit card guarantee, guarantees
required under a customer agreement. These deposits serve a
collateral for bank guarantees.
f. Revenue recognition
The Company derives its revenue
from subscription fees from customers accessing the Company's
enterprise cloud computing services (Software as a Service). The
Company's agreements do not provide customers with the right to
take possession of the software supporting the applications and, as
a result, are accounted for as service contracts.
Revenue from rendering of services
is recognized over time, during the period the customer
simultaneously receives and consumes the benefits provided by the
Company's performance. The Company charges its customers based on
payment terms agreed upon in specific agreements. When payments are
made before or after the service is performed, the Company
recognizes the resulting contract asset or liability.
Transactions with
financing:
The Company has elected to apply
the practical expedient allowed by IFRS 15 according to which the
Company does not separate the financing component in transactions
for which the period of financing is one year or less and
recognizes revenue in the amount of the consideration stated in the
contract even if the customer pays for the goods or services before
or subsequent to their receipt.
In order to obtain certain
contracts with customers, the Company incurs incremental costs in
obtaining the contract (such as sales commissions which are
contingent on making binding sales). Costs incurred in obtaining
the contract with the customer which would not have been incurred
if the contract had not been obtained and which the Company expects
to recover are recognized as an asset and amortized on a systematic
basis that is consistent with the provision of the services under
the specific contract.
Revenues are primarily recognized
ratably as the service is provided to the customer and consist of
fees paid for secured network connectivity services.
g. Employee benefit liabilities
1. Short-term employee benefits:
Liabilities for wages and
salaries, including non-monetary benefits, annual leave and
accumulating sick leave that are expected to be settled wholly
within 12 months after the end of the period in which the employees
render the related service are recognized in respect of employees'
services up to the end of the reporting period and are measured at
the amounts expected to be paid when the liabilities are settled.
The liabilities are presented as current employee benefit
obligations in the balance sheet.
2. Post-employment benefits:
The group operates defined benefit
plans and defined contribution plans.
For defined contribution plans,
the Group pays contributions to publicly or privately administered
pension insurance plans on a mandatory, contractual or voluntary
basis. The Group has no further payment obligations once the
contributions have been paid. The contributions are recognized as
employee benefit expense when they are due. Prepaid contributions
are recognized as an asset to the extent that a cash refund or a
reduction in the future payments is available.
Israeli labor law generally
requires payment of severance pay upon dismissal of an employee or
upon termination of employment in certain other circumstances. Company's
pension and severance pay liability to certain employees is covered
mainly by purchase of insurance policies. Pursuant to section 14 of the Severance Compensation Act,
1963 ("section 14"), some of the Company's employees are entitled
to monthly deposits, at a rate of 8.33% of their monthly salary,
made in their name with insurance companies. Payments in accordance
with section 14 relieve the Company from any future severance
payments in respect of those employees and as such the Company may
only utilize the insurance policies for the purpose of disbursement
of severance pay.
h. Share based compensation
The Company's employees are
entitled to remuneration in the form of equity-settled share-based
payment transactions.
The cost of equity-settled
transactions with employees is measured at the fair value of the
equity instruments granted at grant date. The fair value is
determined using an acceptable option pricing model.
As for other service providers,
the cost of the transactions is measured at the fair value of the
goods or services received as consideration for equity instruments
granted. The cost of equity-settled transactions is recognized in
profit or loss together with a corresponding increase in equity
during the period which the performance and/or service conditions
are to be satisfied ending on the date on which the relevant
employees become entitled to the award ("the vesting period"). The
cumulative expense recognized for equity-settled transactions at
the end of each reporting period until the vesting date reflects
the extent to which the vesting period has expired and the Group's
best estimate of the number of equity instruments that will
ultimately vest.
No expense is recognized for
awards that do not ultimately vest, except for awards where vesting
is conditional upon a market condition, which are treated as
vesting irrespective of whether the market condition is satisfied,
provided that all other vesting conditions (service and/or
performance) are satisfied.
i. Income taxes
Deferred tax assets are recognized only if it is
probable that future taxable amounts will be available to utilize
those temporary differences and losses.
j. Research and development costs
Costs associated with maintaining
software programmers are recognized as an expense as incurred.
Development costs that are directly attributable to the design and
testing of identifiable and unique software products controlled by
the Group are recognized as intangible assets where the following
criteria are met:
·
it is technically feasible to complete the
software so that it will be available for use.
·
management intends to complete the software and
use or sell it.
·
there is an ability to use or sell the
software.
· it can be
demonstrated how the software will generate probable future
economic
benefits.
· adequate
technical, financial and other resources to complete the
development and to
use or sell the software are available, and
· the expenditure
attributable to the software during its development can be
reliably
measured.
When an internally developed intangible asset cannot
be recognized, the development costs are recognized as an expense
in profit or loss as incurred. Development costs previously
recognized as an expense are not recognized as an asset in a
subsequent period.
In 2023, the company started a project to create a
vessel ownership database. This will be used for providing its
services to customers as part of the company platform. The company
recorded the development costs of this database as an intangible
asset. The Company expects to recognize income from this intangible
asset in the future.
k. Leases
Assets and liabilities arising
from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the following lease
payments:
·
fixed payments (including in-substance fixed
payments),
·
variable lease payment that are based on an index
or a rate, initially measured using the index or rate as at the
commencement date
Lease payments to be made under
reasonably certain extension options are also included in the
measurement of the liability.
The lease payments are discounted
using the lessee's incremental borrowing rate, being the rate that
the individual lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value to the right-of-use
asset in a similar economic environment with similar terms,
security and conditions.
The Group is exposed to potential
future increases in variable lease payments based on an index or
rate, which are not included in the lease liability until they take
effect. When adjustments to lease payments based on an index or
rate take effect, the lease liability is reassessed and adjusted
against the right-of-use asset.
Lease payments are allocated
between principal and finance cost. The finance cost is charged to
profit or loss over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the liability
for each period. The Company has not elected to apply the practical
expedient in the Standard and separate the lease components from
the non-lease components.
Right-of-use assets are measured
at cost comprising the following:
·
the amount of the initial measurement of lease
liability
Right-of-use assets are generally
depreciated over the shorter of the asset's useful life and the
lease term on a straight-line basis. If the Group is reasonably
certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
l. Financial instruments
1. Financial assets:
Financial assets are measured upon
initial recognition at fair value (except trade receivables) plus
transaction costs that are directly attributable to the acquisition
of the financial assets, except for financial assets measured at
fair value through profit or loss in respect of which transaction
costs are recorded in profit or loss.
Trade receivables are recognized
initially at the amount of consideration that is unconditional,
unless they contain significant financing components they are
subsequently measured at amortized cost using the effective
interest method, less expected credit loss allowance.
2. Impairment of financial assets:
The Company evaluates at the end
of each reporting period the loss allowance for financial debt
instruments which are not measured at fair value through profit or
loss.
The Company has short-term
financial assets in respect of which the Company applies a
simplified approach and measures the loss allowance in an amount
equal to the lifetime expected credit losses.
An impairment loss on debt
instruments measured at amortized cost is recognized in profit or
loss with a corresponding loss allowance that is offset from the
carrying amount of the financial asset.
3. Hedging:
During the year 2023, the company
entered into forward contracts for cash flow hedging of salary
expenses denominated in NIS in the amount of approximately NIS 24
million ($6.9 million) between the months May to October 2023. The
company recorded the forward contract influence of approximately
$560 thousands as a finance expenses. No hedge accounting was
applied for these forward contracts.
4. Financial liabilities:
a) Financial
liabilities measured at amortized cost:
Financial liabilities are
initially recognized at fair value less transaction costs that are
directly attributable to the issue of the financial
liability.
After initial recognition, the
Company measures all financial liabilities at amortized cost using
the effective interest rate method.
5. Derecognition of financial
liabilities:
A financial liability is
derecognized only when it is extinguished, that is when the
obligation specified in the contract is discharged or canceled or
expires. A financial liability is extinguished when the debtor
discharges the liability by paying in cash, other financial assets,
goods or services; or is legally released from the
liability.
m. Fair value measurement
Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date.
Fair value measurement is based on
the assumption that the transaction will take place in the asset's
or the liability's principal market, or in the absence of a
principal market, in the most advantageous market.
The fair value of an asset or a
liability is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming that market participants act in their economic best
interest.
Fair value measurement of a
non-financial asset takes into account a market participant's
ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.
The Group uses valuation
techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, maximizing the
use of relevant observable inputs and minimizing the use of
unobservable inputs.
All assets and liabilities
measured at fair value or for which fair value is disclosed are
categorized into levels within the fair value hierarchy based on
the lowest level input that is significant to the entire fair value
measurement:
|
Level 1
|
-
|
quoted prices (unadjusted) in
active markets for identical assets or liabilities.
|
|
Level 2
|
-
|
inputs other than quoted prices
included within Level 1 that are observable directly or
indirectly.
|
|
Level 3
|
-
|
inputs that are not based on
observable market data (valuation techniques which use inputs that
are not based on observable market data).
|
n. Loss per share
(i) Basic loss per share
Basic loss per share is calculated
by dividing:
·
the loss attributable to owners of the Company,
excluding any costs of servicing equity other than ordinary
shares.
·
by the weighted average number of ordinary shares
outstanding during the financial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts
the figures used in the determination of basic earnings per share
to take into account:
·
the after-income tax effect of interest and other
financing costs associated with dilutive potential ordinary shares,
and
·
the weighted average number of additional
ordinary shares that would have been outstanding assuming the
conversion of all dilutive potential ordinary shares.
o. Segment reporting
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments. The
Group operates in one operating segment.
p. New International Financial Reporting Standards,
Amendments to Standards and New
Interpretations
1. New International Financial Reporting
Standards, Amendments to Standards and New interpretations that
have been adopted:
a. Amendment to International Accounting
Standard 1 Presentation of financial statements, regarding
disclosure of accounting policies (below in this section - the
amendment to IAS 1)
The amendment to IAS 1 requires companies to
disclose material information about their accounting policies.
According to the amendment, information about the accounting
policies is material if, when taken into account together with
other information provided in the financial statements, it can
reasonably be expected that it will influence decisions that the
primary users of the financial statements make on the basis of
these financial statements.
The amendment to IAS 1 even clarifies that
information about the accounting policy is expected to be material
if, without it, the users of the financial statements are prevented
from understanding other material information in the financial
statements. In addition, the amendment to IAS 1 clarifies that
there is no need to disclose immaterial information about
accounting policies. However, to the extent that such information
is given, it must be ensured that it does not mask material
information about accounting policies.
In accordance with the provisions of the amendment
to IAS 1, the amendment was implemented by the Company within these
consolidated reports, starting on January 1, 2023, and it led to
the reduction and focus of the information provided regarding its
accounting policy in relation to previous reports.
In addition, within these consolidated reports, the
Company updated the information regarding the accounting
policy.
b. Amendment to International Accounting
Standard 8 Accounting Policy, Changes in Accounting Estimates and
Errors, regarding the definition of accounting estimates
(hereinafter - the amendment to IAS 8)
The amendment to IAS 8 clarifies how entities should
distinguish between changes in accounting policies and changes in
accounting estimates. This distinction is essential, since changes
in accounting estimates are applied prospectively, for transactions
and other events in the future, while that changes in accounting
policy, as a rule, are applied retrospectively to transactions and
other events in the past, as well as to events and transactions in
the current period.
In accordance with the provisions of the amendment
to IAS 8, the amendment will be implemented by the Company as of
January 1, 2023, prospectively. The adoption of the amendment to
IAS 8 did not have a material impact on the Company's consolidated
statements.
|
2. New International
Financial Reporting Standards, Amendments to Standards and New
interpretations not yet adopted:
|
|
|
|
|
|
|
|
|
|
a. Amendments to
International Accounting Standard 1 Presentation of financial
statements, on the subject of classifying liabilities as current or
non-current liabilities and on the subject of non-current
liabilities with financial standards (below in this section - the
amendments to IAS 1)
|
|
The amendments to IAS 1 clarify
the guidelines regarding the classification of liabilities as
current or non-current in the statement of financial position. The
amendments clarify, among other things, that:
|
|
· A liability will
be classified as a non-current liability if the entity has a
substantial right, at the end of the reporting period, to postpone
the settlement of the liability for at least 12 months after the
end of the reporting period.
|
|
· The right to
postpone settlement of an obligation in respect of a loan agreement
for at least 12 months after the end of the reporting period is
sometimes subject to the entity's compliance with the conditions
stipulated in the loan agreement (hereinafter - financial
standards). The classification of an obligation in respect of such
a loan agreement as a current obligation or as a non-current
obligation will be determined only on the basis of the financial
standards which the entity is required to meet on or before the end
of the reporting period. Financial benchmarks that the entity is
required to meet after the end of the reporting period will not be
taken into account in this determination.
|
|
· To the extent that
an obligation in respect of a loan agreement for which the entity
is required to meet financial standards during the 12 months after
the end of the reporting period is classified as a non-current
obligation, a disclosure will be made in the notes that allows
users of the financial statements to understand the risk that the
obligation may meet repayment during the 12 months after the end of
the reporting period. In this rule, a disclosure will be made
regarding the nature of the conditions the entity is required to
meet, the date of their examination, the book value of the related
liabilities as well as facts and circumstances indicating that the
entity may have difficulty meeting these conditions. This
disclosure may refer to certain actions taken by the entity in
order to prevent a potential violation of the terms as well as the
fact that the entity is not complying with the terms based on the
circumstances existing at the end of the reporting
period.
|
|
· The entity's
intention regarding the exercise of an existing right to postpone
the settlement of the obligation for at least 12 months after the
end of the reporting period is not relevant for the purpose of
classifying the obligation.
|
|
· Settlement
of an obligation can be done by way of transfer of cash, other
economic resources or capital instruments of the entity.
Classification of an obligation as a current obligation or as a
non-current obligation will not be affected by the existing right
of the other party to demand the settlement of the obligation by
transferring capital instruments of the entity, if this right has
been classified by the entity as part of the capital.
|
|
The amendments to IAS 1 will be
applied by the Company retrospectively for annual periods beginning
on or after January 1, 2024. The adoption of the amendments to IAS
1 is not expected to have a material impact on the Company's
consolidated statements.
|
NOTE 3 - SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND
ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL
STATEMENTS:
In the process of applying the
significant accounting policies, the Group has made the following
judgments which have the most significant effect on the amounts
recognized in the financial statements:
a)
Judgments:
-
Development costs:
In 2023, the company started a
project to create a vessel ownership database. This will be used
for providing its services to customers as part of the company
platform/
The company recorded the
development costs of this database as an intangible asset. The
Company expects to recognize income from this intangible asset in
the future.
-
Deferred tax assets:
Deferred tax assets are recognized
for unused carryforward tax losses and deductible temporary
differences to the extent that it is probable that taxable profit
will be available against which the losses can be utilized.
Significant management judgment is required to determine the amount
of deferred tax assets that can be recognized, based upon the
timing and level of future taxable profits, its source and the tax
planning strategy. The Company didn't recognize deferred tax assets
in all the reporting periods.
b)
Estimates and assumptions:
The preparation of the financial
statements requires management to make estimates and assumptions
that have an effect on the application of the accounting policies
and on the reported amounts of assets, liabilities, revenues and
expenses. Changes in accounting estimates are reported in the
period of the change in estimate.
The key assumptions made in the
financial statements concerning uncertainties at the reporting date
and the critical estimates computed by the Group that may result in
a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed
below.
- Determining
the fair value of share-based payment transactions:
The fair value of share-based
payment transactions is determined upon initial recognition by an
acceptable option pricing model. The inputs to the model include
share price, exercise price and assumptions regarding expected
volatility, expected life of share option and expected dividend
yield.
NOTE 4 - CASH AND CASH EQUIVALENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash for immediate
withdrawal - ILS
|
2,860
|
1,354
|
|
Cash for immediate
withdrawal - USD
|
12,080
|
17,132
|
|
Cash for immediate
withdrawal - EUR
|
1,201
|
947
|
|
Cash for immediate
withdrawal - GBP
|
1,176
|
2,706
|
|
Cash for immediate
withdrawal - OTHER
|
|
|
|
|
|
|
|
|
|
|
NOTE 5 - TRADE AND OTHER RECEIVABLES:
a) Trade receivables,
net
|
|
|
|
|
|
|
|
|
|
|
Trade receivables from contracts
with customers
|
|
|
|
|
|
|
|
|
|
|
a. At each reporting
date the majority of the trade receivables have not yet reached
their due date.
b. The majority of the
trade receivables were repaid after the reporting date.
c. As of December 31,
2023, the trade receivable balance includes an allowance for
expected credit losses in the amounts of $283 thousands.
b) Other
receivables
|
|
|
|
|
|
|
|
|
|
|
Institutions
|
304
|
128
|
|
Prepaid expenses
|
2,057
|
2,330
|
|
Unbilled receivable
|
1,619
|
365
|
|
Other
|
|
|
|
|
|
|
NOTE 6 - PROPERTY AND
EQUIPMENT:
As of December 31,
2022:
|
|
|
|
|
|
|
|
Office furniture and
equipment
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
Balance as of January 1,
2022
|
708
|
1,272
|
202
|
2,182
|
|
Purchases
|
|
|
|
|
|
Balance as of December 31,
2022
|
828
|
1,302
|
234
|
2,364
|
|
Less - accumulated depreciation
|
|
|
|
|
|
Balance as of January 1,
2022
|
(580)
|
(710)
|
(90)
|
(1,380)
|
|
Depreciation
|
|
|
|
|
|
Balance as of December 31,
2022
|
(624)
|
(840)
|
(104)
|
(1,568)
|
|
Depreciated cost as of
December 31, 2022
|
|
|
|
|
As of December 31,
2023:
|
|
|
|
|
|
|
|
Office furniture and
equipment
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
Balance as of January 1,
2023
|
828
|
1,302
|
234
|
2,364
|
|
Purchases
|
|
|
|
|
|
Balance as of December 31,
2023
|
902
|
1,322
|
251
|
2,475
|
|
Less - accumulated depreciation
|
|
|
|
|
|
Balance as of January 1,
2023
|
(624)
|
(840)
|
(104)
|
(1,568)
|
|
Depreciation
|
|
|
|
|
|
Balance as of December 31,
2023
|
(735)
|
(973)
|
(121)
|
(1,829)
|
|
Depreciated cost as of
December 31, 2023
|
|
|
|
|
NOTE 7 - LEASES:
1. The Company has entered into an office lease agreement for its
headquarters in Tel Aviv.
According to the lease agreement,
from January 1, 2016, which is valid until December 31, 2022, for
an area of approximately 1,119 square meters. The quarterly lease
payment is NIS 403 thousands ($112 thousands).
As of December 31, 2021, The
Company had an option to extend the lease period for an additional
five years. as part of the calculation of the lease obligation, the
option to extend the said lease period was not taken into account,
since it is not reasonably certain that it will be
exercised.
In June 2022 the Company exercised
its option to extend the office lease period for additional five
years starting on January 1, 2023. The lease quarterly payments
during the option period will be approximately NIS 423 thousand
(approximately $121 thousand). As a result of the above, the
company recognized an amount of approximately $1,797 thousand as
increase of the lease liability against a corresponding increase in
the right-of-use asset regarding the re measurement of the lease
liability.
|
Disclosures for right of use
asset:
|
|
|
|
U.S dollars
in
Thousands
|
|
Balance as of December 31, 2021
|
386
|
|
Additions
|
1,797
|
|
CPI additions
|
147
|
|
Depreciation charge
|
374
|
|
Balance as of December 31, 2022
|
1,956
|
|
CPI additions
|
61
|
|
Depreciation charge
|
398
|
|
Balance as of December 31, 2023
|
1,619
|
|
Disclosures for lease
liability:
|
|
|
|
U.S dollars
in
Thousands
|
|
Balance of December 31, 2021
|
503
|
|
Additions
|
1,797
|
|
Lease payments
|
(482)
|
|
Interest
|
71
|
|
CPI additions
|
147
|
|
Exchange rate differences
|
9
|
|
Balance of December 31, 2022
|
2,045
|
|
Lease payments
|
(507)
|
|
Interest
|
194
|
|
CPI additions
|
61
|
|
Exchange rate differences
|
(71)
|
|
Balance of December 31, 2023
|
1,722
|
|
|
|
|
Current maturities of lease liabilities
|
330
|
|
Lease liability
|
1,392
|
Details regarding lease
transactions
|
|
|
December
31,
|
|
|
|
|
2023
|
|
2022
|
|
|
|
U.S dollars in
Thousands
|
|
|
|
|
|
|
|
|
Interest
expenses in respect of lease obligations
|
|
194
|
|
71
|
|
Total cash flow for leases
|
|
507
|
|
482
|
|
|
|
|
|
|
NOTE 8 - OTHER PAYABLE
a. Other payable
|
|
|
|
|
|
|
|
|
|
|
Accrued vacation
|
1,104
|
991
|
|
Employees and institutions-
December salaries
|
2,575
|
2,469
|
|
Accrued expenses
|
624
|
177
|
|
Other
|
|
|
|
|
|
|
NOTE
9 - EQUITY
a. Issuance of share
capital
|
`
|
Number of
shares*
|
|
|
December 31,
2023
|
|
December 31,
2022
|
|
|
Ordinary
shares
|
|
Ordinary
shares
|
|
Ordinary Shares**
|
85,654,304
|
|
85,654,304
|
*As of December 31, 2023 and 2022 the ordinary
shares include un allocated options pull of 1,473,763 and
2,000,000, respectively against future exercised of allocated
options.
**In February 2023 the Company change the nominal
value from NIS 0.002 to no nominal
value.
b. Rights
attached to shares:
Ordinary shares ("Ordinary Shares") confer upon
their holder's rights to receive notices of general meetings of the
shareholders of the Company, to vote at such meetings (each share
equals one vote) and to participate in any distribution of
dividends, bonus shares or any other distribution of the property
of the Company.
All the Ordinary Shares rank pari
passu in relation to the amounts of capital paid or credited as
paid on their nominal value, in connection with dividend, the
distribution of bonus shares and any other distribution, return of
capital and participation in a distribution of the Company's
surplus assets on winding up.
NOTE 10 - share based compensation
In 2011 and 2021, the Company's Board of Directors
approved a share option and RSUs plan (the "Plan") to grant certain
employees and consultants of the Company options to purchase
Ordinary shares of the Company, 0.01 NIS par value each before the
Initial Public Offering and 0.002 NIS after it and RSU's with no
nominal value since February 2024, See note 9.
Options:
As of February 2021, August 2021,
and November 2021, the Company granted in total 4,151,625 share
options to its employees. The total fair value of the 4,151,625
share options is approximately $4,411 thousand.
Most of the share options vest
over four years period: 25% will vest at the first anniversary of
the grant date and 6.25% will vest at the end of each quarter
during the second, third and fourth years from the date of
grant.
Following is a summary of the status of the option
plan as of December 31, 2023 and 2022, and the changes
during the years ended on these dates:
|
|
|
|
|
|
|
|
|
|
Number
|
Weighted average
exercise
price
|
Weighted average of the
remaining contractual life (Years)
|
|
Weighted average exercise
price
|
Weighted average of the
remaining contractual life (Years)
|
|
Options outstanding at beginning
of year
|
7,086,003
|
0.29
|
|
9,840,108
|
0.3
|
|
|
|
|
|
|
|
|
|
|
Changes during the
year:
|
|
|
|
|
|
|
|
Options granted
|
-
|
-
|
|
-
|
-
|
|
|
Options Exercised
|
(322,116)
|
0.36
|
|
(1,688,421)
|
0.3
|
|
|
Options forfeited
|
|
|
|
|
|
|
|
Options outstanding at end of
year
|
|
|
|
|
|
|
|
Options exercisable at
year-end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average of the share price in the years
2023 and 2022 was $0.69 per share and $1.35 per share,
respectively. The options exercised in the said years resulted in
the issuance of 322,116 shares, 1,688,421 and shares, respectively,
in exchange for $0.36 per share and, $0.3 per share, respectively.
As of 31 December 2023, the shares issued for the exercised options
were satisfied by the IBI pool shares.
RSUs:
a) As of December
2021, the Company granted in total 125,807 RSUs to its Chairman and
Non-Executive Directors. The total fair value of the 125,807 RSUs
is approximately $284 thousand.
As of December 31, 2022 those RSUs
are fully vested.
In addition, the Chairman, receive
warrants to purchase Ordinary Shares, in the event that the Company
achieves certain performance milestones related to the company
market value during the period of his service as Chairman. The
total fair value is approximately $42 thousand.
b) As of May 2022, the
Company granted in total 599,000 RSUs to its employees. The total
fair value of the 599,000 RSU's is approximately $997
thousand.
The RSU's vest over four years
period: 25% will vest at the first anniversary of the grant date
and 6.25% will vest at the end of each quarter during the second,
third and fourth years from the date of grant. the 599,000 RSU's is
approximately $997 thousand.
c) As of May 2022, the
Company granted in total 630,000 RSU's to its Management. The total
fair value of the 630,000 RSU's is approximately $965
thousand.
50% of the RSU's vest over four
years period: 25% will vest at the first anniversary of the grant
date and 6.25% will vest at the end of each quarter during the
second, third and fourth years from the date of grant.
50% of the RSU's will vest once a
target for revenue is achieved.
The company anticipates the
performance goals will be achieved by the end of 2025.
d) As of May 2022, the
Company granted in total 170,000 RSUs to the CEO, Co-Founder &
Head of US business, the total fair value of the 170,000 RSUs is
approximately $263 thousand. Vesting of these RSUs are in
accordance with the company performance.
The CEO and Co-Founder & Head
of US business did not meet the performance requirements.
e) As of June 2022,
the Company granted in total 274,000 RSU's to its employees. The
total fair value of the 274,000 RSUs is approximately $384
thousand.
the RSUs vest over four years
period: 25% will vest at the first anniversary of the grant date
and 6.25% will vest at the end of each quarter during the second,
third and fourth years from the date of grant.
f) As of December
2022, the Company granted in total 170,000 RSU's to its employees.
The total fair
value of the 170,000 RSUs is
approximately $135 thousand.
the RSU's vest over four years
period: 25% will vest at the first anniversary of the grant date
and 6.25% will vest at the end of each quarter during the second,
third and fourth years from the date of grant.
g)
During February 2023, the Company granted in total 1,490,235 RSUs
to its employees. The total fair value of the 1,490,235 RSUs is
approximately $945 thousand. 1,011,125 of the RSUs vest over four
years period: 25% will vest at the first anniversary
of the vesting commencement date and 6.25% will vest at the end of
each quarter during the second, third and fourth years from the
vesting commencement date. The rest of the RSUs will vest at the
end of March 2024 if the performance condition that stipulated in
the RSUs grants are met. The company estimates that the performance
condition will be met.
h)
During March 2023, the Company granted in total 602,373 RSUs to its
employees. The total fair value of the 602,373 RSUs is
approximately $298 thousand. 81,500 of the RSUs vest over four
years period: 25% will vest at the first anniversary of the vesting
commencement date and 6.25% will vest at the end of each quarter
during the second, third and fourth years from the vesting
commencement date. The rest of the RSUs will vest at the end of
March 2024 if the performance condonation that stipulated in the
RSUs grants are met.
i) During May 2023, the
Company granted in total 354,543 RSUs to its chairman and
non-executive directors. The total fair value of the 354,543 RSUs
is approximately $201 thousand. 354,543 of the RSUs vest at the end
of 2023.
j)
During May 2023, the Company granted in total 376,485 RSUs to its
CEO and CFO. The total fair value of the 376,485 RSUs is
approximately $214 thousand. 130,000 of the RSUs vest over four
years period: 25% will vest at the first anniversary of the grant
date and 6.25% will vest at the end of each quarter during the
second, third and fourth years from the date of grant. 246,485 vest
at the end of March 2024 if the performance condonation that
stipulated in the RSUs grants are met.
k)
During September 2023, the Company granted in total 368,000 RSUs to
its employees. The total fair value of the 368,000 RSUs is
approximately $273 thousand. 368,000 of the RSUs vest over four
years period: 25% will vest at the first anniversary
of the vesting commencement date and 6.25% will vest at the end of
each quarter during the second, third and fourth years from the
vesting commencement date.
Following is a summary of the status of the RSU's
plan as of December 31, 2023, and 2022, and the
changes during the years ended on these dates:
|
|
Year ended December
31
|
|
|
|
|
|
|
|
|
|
RSUs outstanding at beginning of
year
|
1,762,807
|
-
|
|
Changes during the year:
RSUs
granted
|
3,191,636
|
1,968,807
|
|
RSUs
Vested
|
(973,617)
|
-
|
|
RSUs
Forfeited
|
|
|
|
RSUs outstanding at end of
year
|
|
|
|
|
|
|
|
|
|
|
|
|
The assumptions used to value
options granted during 2022 and 2023 were as follows:
|
|
|
|
|
|
|
|
Ordinary share fair
value
|
0.49-0.74
|
0.535-1.064
|
|
Risk-free interest
rate
|
-
|
-
|
|
Expected term (in
years)
|
-
|
-
|
|
Dividend yield
|
-
|
-
|
|
Volatility
|
-
|
-
|
NOTE 10 - SHARE BASED COMPENSATION
(continued):
Total share-based compensation
expenses recognized, were approximately:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
736
|
800
|
|
Sales and marketing
|
826
|
1,028
|
|
General and
administration
|
732
|
1,008
|
|
|
2,294
|
2,836
|
|
|
|
|
1. The
Group holds the following financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollars in
thousands
|
|
Financial assets:
|
|
|
|
Financial assets at amortized
cost:
|
|
|
|
Cash and cash
equivalents
|
17,317
|
22,141
|
|
Trade receivables
|
2,502
|
2,448
|
|
Restricted deposit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollars in
thousands
|
|
Financial
liabilities:
|
|
|
|
Liabilities at amortized
cost:
|
|
|
|
Trade payables
|
969
|
878
|
|
Lease liability
|
1,772
|
2,045
|
|
Other payable
|
|
|
|
|
|
|
2.
Fair value:
The management believes that the
carrying amount of cash, short-term deposits, trade receivables,
restricted deposits trade payables and other current liabilities
approximate their fair value due to the short-term maturities of
these instruments.
|
3. Financial risk management objectives and
policies:
|
|
The Company's principal financial
liabilities are comprised of trade and other payables. The main
purpose of these financial liabilities is to finance the Company's
operations and to provide guarantees to support its operations. The
Company's principal financial assets include trade and other
receivables, cash and short-term deposits that derive directly from
its operations.
|
|
|
|
The Company is exposed to market
risk, credit risk and liquidity risk. The Company's senior
management oversees the management of these risks. The financial
risk is managed by appropriate policies and procedures and that
financial risks are identified, measured and managed in accordance
with the Company's policies and objectives. The Board reviews and
approves the policies for each of the risks summarized
below:
|
|
|
|
a.
Market risk:
|
|
|
|
Market risk is the risk that the
fair value of future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk
comprises three types of risk: interest rate risk, currency risk
and other price risks, such as share price risk and commodity
risk.
|
|
|
|
b.
Foreign currency risk:
|
|
|
|
Foreign currency risk is the risk
that the fair value or future cash flows of a financial instrument
will fluctuate as a result of changes in foreign currency exchange
rates.
|
|
The Company's exposure to foreign
currency risk relates primarily to the Company's continuing
operation (when revenue or expense is recognized in a different
currency from the Company's functional currency).
|
|
As of December 31, 2023, the
Company has excess financial assets over financial liabilities in
NIS currency totaling approximately $1,379 thousand.
|
|
|
|
c.
Credit risk:
|
|
|
|
Credit risk is the risk that a
counterparty will not meet its obligations as a customer or under a
financial instrument leading to a loss to the Group. The Group is
exposed to credit risk from its operating activity (primarily trade
receivables) and from its financing activity, including deposits
with banks and other financial institutions.
|
|
|
|
d.
Liquidity risk:
|
|
|
|
The Group's senior management
monitors the risk to a shortage of funds on continuing
basis.
|
|
The tables below analyze the
Company financial liabilities into relevant maturity Groupings
based on their contractual maturities. The amounts disclosed in the
table are the contractual undiscounted cash flows.
|
December 31, 2023:
|
|
Less than one
year
|
|
1-2 years
|
|
2-3 years
|
|
4-5 years
|
|
5-6 years
|
|
Total
|
|
Trade payables
|
969
|
|
-
|
|
-
|
|
-
|
|
-
|
|
969
|
|
Other payables
|
624
|
|
-
|
|
-
|
|
-
|
|
-
|
|
624
|
|
Lease liability
|
481
|
|
481
|
|
481
|
|
481
|
|
481
|
|
2,405
|
|
|
2,074
|
|
481
|
|
481
|
|
481
|
|
481
|
|
3,998
|
December 31, 2022:
|
|
Less than one
year
|
|
1-2 years
|
|
2-3 years
|
|
4-5 years
|
|
5-6 years
|
|
Total
|
|
Trade payables
|
878
|
|
-
|
|
-
|
|
-
|
|
-
|
|
878
|
|
Other payables
|
177
|
|
-
|
|
-
|
|
-
|
|
-
|
|
177
|
|
Lease liability
|
481
|
|
481
|
|
481
|
|
481
|
|
481
|
|
2,405
|
|
|
1,536
|
|
481
|
|
481
|
|
481
|
|
481
|
|
3,460
|
note 12 - coMMITMENTS:
a. As
of December 31, 2023 and 2022, the Company pledged bank
deposit in a total amount of approximately $324, and
$328 thousand, in consideration of a lease
agreement.
b. As
of December 31, 2023, and 2022, the Company pledged bank
deposit in a total amount of approximately $88, and
$70 thousand, in consideration of credit card
guarantees.
c. As
of December 31, 2023 and 2022, the Company pledged bank
deposit in a total amount of approximately $1,147, and
$745 thousand, in consideration of guarantees required
under a customer agreement.
NOTE 13 - REVENUES FROM CONTRACT WITH
CUSTOMERS
|
|
Year ended December
31
|
|
|
2023
|
2022
|
|
|
U.S. dollars in
thousands
|
|
a. Customer types:
|
|
|
|
Governments
|
19,827
|
16,027
|
|
Commercial
|
|
|
|
|
|
|
|
|
Year ended December
31
|
|
|
2023
|
2022
|
|
|
|
U.S. dollars in
thousands
|
|
b. Geographical regions:
|
|
|
|
|
Israel*
|
555
|
351
|
|
|
US
|
8,953
|
6,546
|
|
|
APAC
|
3,069
|
3,354
|
|
|
Europe
|
10,577
|
8,711
|
|
|
Gulf Cooperation
Council (GCC) & Africa
|
4,096
|
2,189
|
|
|
South/Latin America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Substantially all of the
non-current asset in the consolidated financial statement are
located in Israel.
NOTE 13 - REVENUES FROM CONTRACT WITH CUSTOMERS
(Continued)
Revenues from major customers which
each account for 10% or more of total revenues reported in the
financial statements:
|
|
Year ended December
31
|
|
|
2023
|
|
|
U.S. dollars in
thousands
|
|
Customer A
|
2,813
|
Deferred revenues
|
|
U.S. dollars in
thousands
|
|
Balance as of December 31,
2021
|
|
11,862
|
|
|
|
|
|
Revenue recognized that was
included in the contract liability balance at the beginning of the
year
|
|
(11,862)
|
|
Consideration
received during the year in respect to performance obligation that
will be satisfied in the next years
|
|
12,393
|
|
|
|
|
|
Balance as of December 31,
2022
|
|
12,393
|
|
|
|
|
|
Revenue recognized that was
included in the contract liability balance at the beginning of the
year
|
|
(8,033)
|
|
Consideration received during the
year in respect to performance obligation that will be satisfied in
the next years
|
|
11,165
|
|
|
|
|
|
Balance as of December 31,
2023
|
|
|
Movement in deferred
revenues, net:
|
|
U.S. dollars in
thousands
|
|
|
December
31
|
|
|
2023
|
2022
|
|
Short
term Deferred Revenues
|
|
12,734
|
8,315
|
|
|
|
|
|
|
Long
term Deferred Revenues
|
|
2,791
|
4,078
|
|
|
|
|
|
|
Deferred Revenues
|
|
|
|
NOTE 14 - SUPPLEMENTARY OPERATIONAL
INFORMATION
|
|
|
Year ended December
31
|
|
|
|
2023
|
|
2022
|
|
Cost of Revenues:
|
|
U.S dollars in
thousands
|
|
Payroll and related
expenses
|
|
1,995
|
|
1,855
|
|
Hosting services and data
|
|
3,154
|
|
3,865
|
|
Other
|
|
676
|
|
426
|
|
|
|
5,825
|
|
6,146
|
|
|
|
|
|
|
|
Research and development, net:
|
|
|
|
|
|
Payroll and related
expenses
|
|
8,892
|
|
9,719
|
|
Share based compensation
expenses
|
|
736
|
|
800
|
|
Depreciation and building
maintenance
|
|
854
|
|
1,134
|
|
Other
|
|
650
|
|
653
|
|
|
|
11,132
|
|
12,306
|
|
|
|
|
|
|
|
Sales and marketing:
|
|
|
|
|
|
Payroll and related
expenses
|
|
8,571
|
|
7,854
|
|
Consultants
|
|
1,561
|
|
1,368
|
|
Travel expenses
|
|
821
|
|
624
|
|
Share based compensation
expenses
|
|
826
|
|
1,028
|
|
Depreciation and building
maintenance
|
|
389
|
|
463
|
|
Other
|
|
1,482
|
|
1,836
|
|
|
|
13,650
|
|
13,173
|
|
|
|
|
|
|
|
General and
administration:
|
|
|
|
|
|
Payroll and related
expenses
|
|
2,564
|
|
2,664
|
|
Professional services
|
|
997
|
|
1,220
|
|
Depreciation and building
maintenance
|
|
430
|
|
235
|
|
Share based compensation
expenses
|
|
732
|
|
1,008
|
|
Other
|
|
974
|
|
401
|
|
|
|
5,697
|
|
5,528
|
|
|
|
|
|
|
|
Finance
expenses
|
|
|
|
|
|
Bank commissions
|
|
49
|
|
46
|
|
Exchange rates
differences
|
|
368
|
|
2,929
|
|
Interest and finance charges for
lease liabilities
|
|
194
|
|
79
|
|
Interest expenses
|
|
705
|
|
635
|
|
Interest income
|
|
(448)
|
|
-
|
|
|
|
868
|
|
3,689
|
|
NOTE 15 - TAXES ON INCOME:
|
|
|
|
a. Tax rates
|
|
|
|
The Company and its subsidiaries
are taxed under the domestic tax laws of the jurisdiction of
incorporation of each entity.
|
|
|
|
The corporate tax rate under
Israeli law is 23% in 2018 and thereafter.
|
|
|
|
The corporate tax rate under US
law is 21% in 2018 and thereafter.
|
|
|
|
The corporate tax rate under UK
law is 19% in 2018 and thereafter.
|
|
|
|
b. Carry forward
losses
|
|
|
|
Carry forward tax losses of the
Company as of December 31, 2023, aggregate approximately $59,500
thousand. The Company did not recognize a deferred tax asset in
respect of those losses as no taxable income is probable in the
foreseeable future.
|
|
|
|
c. Tax
assessment
|
|
|
|
The Company's tax assessments up
until the year 2018 are considered final.
|
|
|
|
d. Current taxes
|
|
|
|
In 2023, the company recognized
current tax expenses from the subsidiary in the amount of $146
thousand resulting from adjustments for previous years.
|
|
|
|
e. Reconciliation of income tax
expense to prima facie tax payable
|
|
|
|
In 2023 and 2022, the main
reconciling item of the statutory tax rate of the Company (19% to
23%) to the effective tax rate (0%) is tax loss carryforward and
R&D credit carryforward.
|
NOTE 16 - BALANCES AND TRANSACTIONS WITH RELATED
PARTIES
|
a. The
related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's related parties are
Ami Daniel and Matan Peled who founded Winward in 2010.
|
|
|
|
|
Ami serves as the CEO and
director, Matan is the Co-Founder & Head of US business and
director.
|
|
|
|
In addition, The Right, Honorable,
The Lord Browne of Madingley ("The Lord Browne of Madingley") the
chairman of the board of directors of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b. Balances
with related parties:
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
U.S
dollars in thousands
|
|
|
|
|
|
|
|
Other accounts payable
|
267
|
|
327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
c. Transactions with related
parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
U.S dollars in
thousands
|
|
|
|
|
|
|
|
|
1,351
|
|
1,168
|
|
|
|
|
|
|
|
Payroll
|
246
|
|
284
|
|
|
|
|
|
|
|
Shared based compensation
(*)
|
1,597
|
|
1,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) As of 2019, the Company granted
in total 589,470 share options to chairman of the board of
directors.
The total fair value of 589,470 share options is approximately $198
thousand.
The share options have granted in 2019 vest quarterly over three
years. As of December 31,2023, the options are fully vested. See
additional grants for related parties in note 10 above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 17 - EARNING PER SHARE
a. Details of
the number of shares and loss used in the computation of loss per
share:
|
|
|
Year ended December
31,
|
|
|
|
2023
|
|
2022
|
|
|
|
Weighted number of shares
(*)
|
|
Loss attributable to equity
holders of the Company
|
|
Weighted number of shares
(*)
|
|
Loss attributable to equity
holders of the Company
|
|
|
|
In
thousands
|
|
In
thousands
|
|
In
thousands
|
|
In
thousands
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares and
loss
|
|
|
|
|
|
|
|
|
|
Loss of the year
|
|
88,168
|
|
(8,991)
|
|
87,087
|
|
(19,199)
|
|
Adjustment for
cumulative preference
shares
|
|
-
|
|
-
|
|
-
|
|
-
|
|
For the computation of basic
loss
|
|
88,168
|
|
(8,991)
|
|
87,087
|
|
(19,199)
|
(*) The amount of ordinary
shares used in calculating the loss per share includes potential
ordinary shares resulting from a potential conversion of vested
RSUs with a negligible exercise price.
To compute diluted net loss per share, convertible
securities (dilutive potential Ordinary shares options to employees
under share-based payment plans), have not been taken into account
since their conversion decreases the loss per share.