6-K
Freightos Ltd (CRGO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023
Commission File Number: 001-41604
Freightos Limited
(Translation of registrant's name into English)
Technology Park Building 2
1 Derech Agudat Sport HaPo’el
Jerusalem, Israel 9695102
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
FREIGHTOS LIMITED
FORM 6-K
Freightos Limited (the “Company”) is furnishing under the cover of Form 6-K the following:
Earnings Release
| Exhibit 99.1 | Press release, dated March 13, 2023, entitled “Freightos Announces Record Fiscal Year 2022 Results.” |
|---|
Incorporation by Reference
The unaudited consolidated balance sheets, unaudited consolidated statement of operations, unaudited consolidated statements of cash flows, reconciliation of IFRS gross profit to non-IFRS gross profit, reconciliation of IFRS operating loss to adjusted EBITDA, and reconciliation of IFRS loss to non-IFRS loss and loss per share contained in the press release attached as Exhibit 99.1 to this report on Form 6-K are hereby incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-270303), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FREIGHTOS LIMITED | ||
|---|---|---|
| Date: March 13, 2023 | ||
| /s/ Michael Oberlander | ||
| Name: | Michael Oberlander | |
| Title: | General Counsel |
Exhibit 99.1
Freightos Announces Record Fiscal Year 2022 Results
Key growth driversinclude the doubling of both the number and the value of transactions, in addition to successful strategic acquisitions. Annual revenueincreased by 72%. Raised $82 million, in excess of expected cash needed to reach positive free cash flow
March 13, 2023 – Jerusalem /PRNewswire/
- Freightos Limited (Nasdaq: CRGO), a leading, vendor-neutral booking and payment platform for the international freight industry, today reported financial results for the year ended December 31, 2022.
“The final quarter of 2022 set yet another record in number of transactions and Gross Booking Value. This transaction growth, which exceeded targets, continued despite a softening global freight market,” said Zvi Schreiber, founder and CEO. “With nearly 670,000 annual transactions, fueled by a steady growth of both buyers and sellers, including three new top-ten airlines during the course of the year, our global freight booking platform is demonstrating sustainable marketplace growth dynamics. We enjoy a high and increasing gross profit margin and our unit economics are improving. Our sustained growth in Gross Booking Value leads directly to sustained growth in revenue and gross profit, which at scale is expected to generate a healthy net profit.”
“Freightos’ revenue growth resulted from strong retention rates of buyers and sellers on the Platform, and increased Solutions subscription sales, as well the integration of two small acquisitions, all aligned with our long-term strategy,” shared Ran Shalev, CFO. “Healthy gross profits keep us on track to reach cash flow positive with the cash we have on hand.”
“We look forward to our first year as a publicly traded company,” continued Zvi Schreiber, ”as we leverage the capital that we raised to continue to build a fast-growing and highly defensible platform business in one of the world’s biggest and most important industries.”
FY 2022 and Q4 2022 financial highlights
| ● | Revenue was $19.1 million for<br> FY 2022, an increase of 71.7% year-over-year, or 76.2% on a constant currency basis. Q4 2022<br> revenue was $4.8 million, a 54% improvement compared to Q4 2021 and a 56% improvement on<br> a constant currency basis. |
|---|---|
| ● | IFRS Gross Margin of 58.8%, compared<br> to 58.7% in 2021. Non-IFRS Gross Margin of 65.2%, compared to 60.5% in 2021. |
| ● | IFRS operating loss of $24.3 million,<br> compared to a loss of $16.3 million in fiscal 2021, reflecting increased investment in growth<br> as well as the cost of going public. |
| ● | IFRS basic and diluted loss per<br> share of $4.25, compared to IFRS basic and diluted loss per share of $3.94 in FY 2021. Non-IFRS<br> basic and diluted loss per share of $3.05, compared to<br>Non-IFRS basic and diluted loss per share of $3.30 in FY 2021. |
| ● | Net cash used in operating activities<br> was $14.9 million, compared to net cash used by operating activities of $17.3 million in<br> FY 2021. |
| ● | Adjusted EBITDA in 2022 of negative<br> $14.6 million, compared to negative $12.4 million in 2021. Adjusted EBITDA margin was negative<br> 77% in 2022, an improvement from negative 111% in 2021. |
Recent business highlights
| ● | Transaction Growth: Freightos<br> saw a record 668,185 Transactions, up 154%, and record GBV (Gross Booking Value) of $611<br> million, a 102% growth rate, and a 121% growth rate in constant currency. Despite a cooling<br> global freight market towards the end of 2022, Q4 saw a record 211 thousand Transactions,<br> up 117% from 97 thousand Transactions in Q4 2021. This represents the 12th consecutive quarter<br> of strong growth in Platform usage. |
|---|---|
| ● | Unique Buyer Users: In<br> addition to increased supply, the Platform enjoyed a strong 37% year-on-year growth in pro<br> forma unique buyer users, growing from 11,412 in Q4 2021 to 15,646 in Q4 2022. |
| ● | Retention: In addition<br> to attracting new buyers, the Platform is showing extraordinary same-buyer growth. The cohort<br> of freight forwarders who start using the Platform for airline eBookings in a given month<br> is typically executing approximately four times more bookings a year later. |
| ● | Carrier Growth: Air and<br> ocean carriers available on the platform reached 35, up 25% from Q4 2021. Carrier coverage<br> in the Americas began to catch up with Freightos’ outstanding coverage in Europe while<br> significant progress was also made in Asia, which remains a large growth opportunity. Some<br> carriers selected Freightos as the only eBooking platform on which they are available, including<br> Emirates SkyCargo and China Southern Airline, the largest airline in China. Other new carriers<br> included major North American airlines such as American Airlines, Air Canada Cargo, and Caribbean<br> Airlines Cargo. |
| ● | Monetization and Payments: Steady progress is being made on Transaction monetization without compromising on top-line<br> growth. This included the beta launch of airline payments in key regions. Freightos has already<br> facilitated the processing of millions of dollars of payments. Payments are a key part of<br> Freightos’ long-term monetization strategy. |
| ● | Solutions Revenue: Freightos<br> Solutions revenue grew 26.7%, excluding the revenues coming from recent acquisitions. This<br> was a result of high Solutions retention rates, particularly a retention rate of over 90%<br> amongst forwarders using the company’s SaaS solutions. Organic revenue growth was also<br> a function of expanded Freightos Data sales which has attracted notable customers such as<br> Amazon.com, Mitsubishi, UPS, and others. |
| ● | Acquisitions: The Company<br> completed the successful integration of two acquisitions that began in 2021: 7LFreight, a<br> US-based freight rate management SaaS business, and Clearit, a digital customs<br>brokerage in the US and Canada. Both have been integrated into the Platform and experienced continued growth and continued to innovate.<br>For example, 7LFreight launched eBookings for North American less-than-truckload trucking, while Clearit launched a white-label digital<br>customs brokerage for forwarders and digital platforms. |
| ● | Carbon Emissions Calculator: Freightos launched a European-standard compliant carbon emissions calculator on the Platform,<br> together with an optional ability to offset carbon emissions following bookings. The same<br> technology was made available for free via API for other platforms. |
| ● | Nasdaq Listing: The Company<br> completed its listing on the Nasdaq via a business combination. Many significant shareholders<br> and management have entered into lock-up agreements that we believe reflects their confidence<br> in the long term business. We expect the cash raised in connection with the listing to be<br> in excess of the expected cash needed to reach positive free cash flow. |
Financial outlook
| Management Expectations | ||
|---|---|---|
| 1Q 2023 | FY 2023 | |
| # Transactions | 218,500 - 225,000 | 1,024,500 - 1,115,500 |
| Year over Year Growth | 90% - 96% | 53% - 67% |
| GBV ($m) | $ 162.0 - $ 165.3 | $ 802.0 - $ 873.3 |
| Year over Year Growth | 28% - 31% | 31% - 43% |
| Revenue ($m) | $ 4.7 - $ 4.8 | $ 22.3 - $ 23.6 |
| Year over Year Growth | 8% - 11% | 15% - 21% |
| Adjusted EBITDA ($m) | $ (6.1) - $ (5.9) | $ (24.6) - $ (21.2) |
This outlook assumes current currency exchange rates, freight price levels and freight volumes.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Freightos’ and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Freightos. These forward-looking statements are subject to a number of risks and uncertainties, including the outcome of any legal proceedings that may be instituted against Freightos or others following the closing of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Freightos to build and maintain relationships with carriers, freight forwarders and importers/exporters and retain its management and key employees; costs related to the business combination; changes in applicable laws or regulations; any downturn or volatility in economic conditions whether related to inflation, armed conflict or otherwise; the effects of COVID-19 or other pandemics or epidemics; changes in the competitive environment affecting Freightos or its users, including Freightos’ inability to introduce new products or technologies; risks to Freightos’ ability to protect its intellectual property and avoid infringement by others, or claims of infringement against Freightos; the possibility that Freightos may be adversely affected by other economic, business and/or competitive factors; risks related to the fact that Freightos is incorporated in the Cayman Islands and governed by the laws of the Cayman Islands; and those factors discussed in Freightos’ preliminary prospectus filed with the SEC on February 22, 2023, under the heading “Risk Factors,” and other documents of Freightos filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Freightos does not presently know or that Freightos currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Freightos’ expectations, plans or forecasts of future events and views as of the date of this press release. Freightos anticipates that subsequent events and developments will cause Freightos’ assessments to change. However, while Freightos may elect to update these forward-looking statements at some point in the future, Freightos specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Freightos’ assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Financial Information; Non-IFRS Financial Measures
While certain financial figures included in this press release have been computed in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, this press release does not contain sufficient information to constitute an interim financial report as defined in International Accounting Standards 34, “Interim Financial Reporting” nor a financial statement as defined by International Accounting Standards 1 “Presentation of Financial Statements”. Not all of the financial information in this press release has been audited.
This press release includes certain financial measures not presented in accordance with generally accepted accounting principles (“IFRS”) including, but not limited to, EBITDA, free cash flow. These measures should not be considered in isolation or as an alternative to revenue, net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should be aware that the presentation of these measures may not be comparable to similarly-titled measures used by other companies. Freightos believes that revenue on a constant currency basis, EBITDA and free cash flow and other non-IFRS measures provide useful information to investors and others in understanding and evaluating Freightos’ operating results because they provide supplemental measures of our core operating performance and offers consistency and comparability with both past financial performance and with financial information of peer companies. Certain monetary amounts, percentages and other figures included in this press release have been subject to rounding adjustments. Certain other amounts that appear in this press release may not sum due to rounding.
Definitions
| ● | Carriers: Number of unique<br> air and ocean carriers who have been sellers of transactions. For airlines, we count the<br> booking carrier, which includes separate airlines within the same carrier group. We do not<br> count dozens of other airlines that operate individual segments of air cargo transactions<br> as we do not have a direct booking relationship with them. Carriers include ocean less-than-container<br> load (LCL) consolidators. In addition, we only count carries when more than five bookings<br> were placed with them over the course of a quarter. |
|---|---|
| ● | Unique buyer users: Unique<br> buyer users represent the number of individual users placing bookings, typically counted<br> based on unique email logins. The number of buyers, which counts unique customer businesses,<br> does not reflect the fact that some buyers are large multinational organizations while others<br> are small or midsize businesses. Therefore, we find it more useful to monitor the number<br> of unique buyer users than the number of buyer businesses. |
| --- | --- |
| ● | Constant Currency: Comparative<br> information calculated by translating Freightos’ current period financial results using<br> the prior period’s monthly exchange rates (or other applicable rates, as indicated). |
| --- | --- |
| ● | GBV: Total value of transactions<br> on the Freightos platform, which is the monetary value of freight and related services contracted<br> between buyers and sellers on the Freightos platform, plus related fees charged to buyers<br> and sellers, and pass-through payments such as duties. GBV is converted to U.S. dollars at<br> the time of each transaction on the Freightos platform. This metric may be similar to what<br> others call gross merchandise value (GMV) or gross services volume (GSV). We believe that<br> this metric reflects the scale of the Freightos platform and our opportunities to generate<br> platform revenue. |
| --- | --- |
| ● | #Transactions: Number of<br> bookings for freight services, and related services, placed by buyers across the Freightos<br> platform with third-party sellers and with Clearit. Beginning in the third quarter of 2022,<br> #Transactions include trucking bookings, which were added to the Freightos platform following<br> the acquisition of 7LFreight. The number of transactions booked on the Freightos platform<br> in any given time period is net of transactions canceled during the same time period. |
| --- | --- |
| ● | Pro forma: Results presented<br> on a “pro forma” basis reflect subsequent acquisitions as if they had been completed<br> at the beginning of the comparative period. |
| --- | --- |
| ● | Adjusted EBITDA: Adjusted<br> EBITDA represents net loss before income taxes, finance income, finance expense, share-based<br> compensation expense, depreciation and amortization, changes in the fair value of contingent<br> consideration, operating expense settled by issuance of shares, redomicile costs and transaction-related<br> costs . |
| --- | --- |
Earnings Webcast
Freightos will hold a public webcast at 8:30 a.m. ET on March 13, 2023 to discuss the results for its FY 2022 and financial outlook. The live call may be accessed via Zoom or a dial in number. An archived webcast can be accessed from Freightos’ Investor Relations website following the call.
To register for this conference call, please use this link. Registrants will receive confirmation with dial-in details.
Contacts
Media:
Tali Aronsky
press@freightos.com
Investors:
Eytan Buchman
ir@freightos.com
About Freightos Limited
Freightos^®^ operates a leading, vendor-neutral booking and payment platform for international freight. Freightos’ platform supports supply chain efficiency and agility by enabling real-time procurement of ocean and air shipping across more than ten thousand importers/exporters, thousands of forwarders, and dozens of airlines and ocean carriers.
Freightos.com is a premier digital international freight marketplace for importers and exporters for instant pricing, booking, and shipment management. Thousands of SMBs and enterprises have sourced shipping services via Freightos across dozens of logistics service providers.
WebCargo^®^ by Freightos is a leading global freight platform connecting carriers and forwarders. In particular, it is the largest air cargo eBooking platform, enabling simple and efficient freight pricing and booking between thousands of freight forwarders, including the top twenty global freight forwarders, and hundreds of airlines, ocean liners and trucking carriers. Airlines on the platform represent over a third of global air cargo capacity. WebCargo also offers software as a service for forwarders to facilitate digital freight rate management, quoting, and online sales.
Freightos Data calculates the Freightos Baltic Index, the industry’s key daily benchmark of container shipping prices, the Freightos Air Index, as well as other market intelligence products that improve supply chain decision-making, planning, and pricing transparency.
Freightos is a widely recognized logistics technology leader with a worldwide presence and a broad customer network.
Incorporated in the Cayman Islands with offices around the world, Freightos is a Nasdaq-listed company trading under Nasdaq:CRGO. More information is available at freightos.com/investors.
CONSOLIDATED BALANCE SHEETS
(In thousands)
| December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|
| (unaudited) | (audited) | |||||
| Assets | ||||||
| Current Assets: | ||||||
| Cash and cash equivalents | $ | 6,492 | $ | 25,079 | ||
| User funds | 3,328 | 9,201 | ||||
| Trade receivables, net | 1,936 | 1,667 | ||||
| Other receivables and prepaid expenses | 1,215 | 884 | ||||
| 12,971 | 36,831 | |||||
| Non-current Assets | ||||||
| Property and equipment, net | 767 | 702 | ||||
| Right-of-use assets, net | 1,384 | 1,983 | ||||
| Intangible assets, net | 9,464 | 5,296 | ||||
| Goodwill | 15,629 | 8,021 | ||||
| Deferred taxes | 573 | 577 | ||||
| Other long-term assets | 1,018 | 667 | ||||
| 28,835 | 17,246 | |||||
| Total assets | $ | 41,806 | $ | 54,077 | ||
| Liabilities and Equity | ||||||
| Current liabilities: | ||||||
| Trade payables | $ | 3,234 | $ | 587 | ||
| User accounts | 3,328 | 9,201 | ||||
| Current maturity of lease liabilities | 613 | 655 | ||||
| Short-term bank loan and credit | 2,505 | |||||
| Accrued expenses and other payables | 7,431 | 5,550 | ||||
| 17,111 | 15,993 | |||||
| Long Term Liabilities: | ||||||
| Lease liabilities | 395 | 1,088 | ||||
| Employee benefit liabilities, net | 1,332 | 1,390 | ||||
| Other long-term liabilities | 1,377 | 687 | ||||
| 3,104 | 3,165 | |||||
| Equity: | ||||||
| Share capital | *) | *) | ||||
| Share premium | 140,198 | 129,056 | ||||
| Reserve from remeasurement of defined benefit plans | 99 | (132 | ) | |||
| Accumulated deficit | (118,706 | ) | (94,005 | ) | ||
| Total equity | 21,591 | 34,919 | ||||
| Total liabilities and equity | $ | 41,806 | $ | 54,077 |
*) Represents an amount lower than $1.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
| Year ended | ||||||
|---|---|---|---|---|---|---|
| December 31 | ||||||
| 2022 | 2021 | |||||
| (unaudited) | (audited) | |||||
| Revenue | $ | 19,085 | $ | 11,117 | ||
| Cost of revenue | 7,859 | 4,596 | ||||
| Gross profit | 11,226 | 6,521 | ||||
| Operating expenses: | ||||||
| Research and development | 10,217 | 7,822 | ||||
| Selling and marketing | 12,749 | 8,774 | ||||
| General and administrative | 9,645 | 6,273 | ||||
| Transaction-related costs | 2,887 | - | ||||
| Total operating expenses | 35,498 | 22,869 | ||||
| Operating loss | (24,272 | ) | (16,348 | ) | ||
| Finance income | 194 | 150 | ||||
| Finance expenses | (454 | ) | (156 | ) | ||
| Financing expenses, net | (260 | ) | (6 | ) | ||
| Loss before taxes on income | (24,532 | ) | (16,354 | ) | ||
| Income tax expense | 169 | 4 | ||||
| Loss | $ | (24,701 | ) | $ | (16,358 | ) |
| Other comprehensive loss (net of tax effect): | ||||||
| Remeasurement loss from defined benefit plans | 231 | (81 | ) | |||
| Total components that will not be reclassified subsequently to profit or loss | 231 | (81 | ) | |||
| Total comprehensive loss | $ | (24,470 | ) | $ | (16,439 | ) |
| Basic and diluted loss per Ordinary share | $ | (4.25 | ) | $ | (3.94 | ) |
| Weighted average number of shares outstanding used to compute basic and diluted loss per share | 7,930,928 | 6,242,946 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Year ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| Cash flows from operating activities: | 2022 | 2021 | ||||
| (unaudited) | (audited) | |||||
| Cash flows from operating activities: | ||||||
| Loss | $ | (24,701 | ) | $ | (16,358 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Adjustments to profit or loss items: | ||||||
| Depreciation and amortization | 2,413 | 1,098 | ||||
| Operating expense settled by issuance of shares | 2,621 | 1,952 | ||||
| Changes in the fair value of contingent consideration | (1,037 | ) | - | |||
| Share-based compensation | 1,906 | 935 | ||||
| Finance expenses, net | 362 | 6 | ||||
| Taxes on income | 169 | 4 | ||||
| 6,434 | 3,995 | |||||
| Changes in asset and liability items: | ||||||
| Decrease (increase) in user funds | 5,841 | (9,201 | ) | |||
| Increase (decrease) in user accounts | (5,841 | ) | 2,790 | |||
| Increase in other receivables and prepaid expenses | (142 | ) | (530 | ) | ||
| Decrease (increase) in trade receivables | 58 | (613 | ) | |||
| Increase in trade payables | 1,783 | 403 | ||||
| Increase in accrued severance pay, net | 187 | 296 | ||||
| Increase other long-term assets | (5 | ) | (264 | ) | ||
| Increase in accrued expenses and other payables | 1,838 | 2,223 | ||||
| 3,719 | (4,896 | ) | ||||
| Cash paid during the year for: | ||||||
| Interest paid, net | (162 | ) | (3 | ) | ||
| Taxes paid | (167 | ) | (62 | ) | ||
| (329 | ) | (65 | ) | |||
| Net cash used in operating activities | (14,877 | ) | (17,324 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment | (251 | ) | (181 | ) | ||
| Proceeds from sale of property and equipment | 5 | 2 | ||||
| Acquisition of a subsidiary, net of cash acquired (a) | (4,183 | ) | (4,367 | ) | ||
| Payment of payables for previous acquisition of a subsidiary | (156 | ) | - | |||
| Proceeds from receivables for previous acquisition of a subsidiary | 163 | - | ||||
| Investment in long-term assets | (353 | ) | - | |||
| Investment in short-term bank deposits | (200 | ) | - | |||
| Net cash used in investing activities | (4,975 | ) | (4,546 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from issuance of Preferred C shares, net | - | 26,131 | ||||
| Repayment of lease liabilities | (688 | ) | (574 | ) | ||
| Receipt from a bank loan and credit | 2,505 | - | ||||
| Repayment of long-term bank loan | - | (364 | ) | |||
| Exercise of options | 42 | 33 | ||||
| Net cash provided by financing activities | 1,859 | 25,226 | ||||
| Exchange differences on balances of cash and cash equivalents | (594 | ) | (167 | ) | ||
| Increase (decrease) in cash and cash equivalents | (18,587 | ) | 3,189 | |||
| Cash and cash equivalents at the beginning of the period | 25,079 | 21,890 | ||||
| Cash and cash equivalents at the end of the period | $ | 6,492 | $ | 25,079 | ||
| (a) Acquisition of an initially consolidated subsidiary: | ||||||
| Working capital (excluding cash and cash equivalents) | $ | (992 | ) | $ | 23 | |
| Other receivables | 163 | - | ||||
| Property and equipment | 12 | 4 | ||||
| Intangible assets | 5,734 | 2,613 | ||||
| Goodwill | 7,607 | 5,723 | ||||
| Other payables | - | (156 | ) | |||
| Shares issued | (6,573 | ) | (2,465 | ) | ||
| Contingent consideration | (1,768 | ) | (1,375 | ) | ||
| Acquisition of a subsidiary, net of cash acquired | $ | 4,183 | $ | 4,367 | ||
| (b) Significant non-cash transactions: | ||||||
| Purchase of intangible assets paid with Preferred C shares | $ | - | $ | 1,368 | ||
| Right-of-use asset recognized with corresponding lease liability | $ | 74 | $ | 354 |
RECONCILIATION OF IFRS TO NON-IFRS GROSS PROFIT
(in thousands, except gross margin data)
| Year ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2022 | 2021 | |||||
| (unaudited) | ||||||
| IFRS gross profit | $ | 11,226 | $ | 6,521 | ||
| Add: | ||||||
| Share-based compensation | $ | 290 | $ | 97 | ||
| Depreciation & Amortization | 920 | 107 | ||||
| Non-IFRS gross profit | $ | 12,436 | $ | 6,725 | ||
| IFRS gross margin | 58.8 | % | 58.7 | % | ||
| Non-IFRS gross margin | 65.2 | % | 60.5 | % |
RECONCILIATION OF IFRS OPERATING LOSS TO ADJUSTED EBITDA
(in thousands)
| Year ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2022 | 2021 | |||||
| (unaudited) | ||||||
| Operating loss | $ | (24,272 | ) | $ | (16,348 | ) |
| Add: | ||||||
| Share-based compensation | $ | 1,906 | $ | 935 | ||
| Depreciation & Amortization | 2,413 | 1,098 | ||||
| Changes in the fair value of contingent consideration | (935 | ) | - | |||
| Operating expense settled by issuance of shares | 2,621 | 1,952 | ||||
| Redomicile costs | 734 | - | ||||
| Transaction-related costs | 2,887 | - | ||||
| Adjusted EBITDA | $ | (14,646 | ) | $ | (12,363 | ) |
| Adjusted EBITDA margins | -77 | % | -111 | % |
RECONCILIATION OF IFRS LOSS TO NON-IFRS LOSS AND LOSS PER SHARE
(in thousands, except share and per share data)
| Year ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2022 | 2021 | |||||
| (unaudited) | ||||||
| IFRS loss attributable to ordinary shareholders | $ | (24,701 | ) | $ | (16,358 | ) |
| Add: | ||||||
| Share-based compensation | $ | 1,906 | $ | 935 | ||
| Depreciation & Amortization | 2,413 | 1,098 | ||||
| Changes in the fair value of contingent consideration | (1,037 | ) | - | |||
| Operating expense settled by issuance of shares | 2,621 | 1,952 | ||||
| Redomicile costs | 734 | - | ||||
| Transaction-related costs | 2,887 | - | ||||
| Non IFRS loss | $ | (15,177 | ) | $ | (12,373 | ) |
| Non IFRS Basic and diluted loss per Ordinary share | $ | (3.05 | ) | $ | (3.30 | ) |
| Weighted average number of shares outstanding used to compute basic and diluted loss per share | 7,930,928 | 6,242,946 |