6-K
SHL TELEMEDICINE LTD (SHMLF)
6-K
2023-09-21
For: 2023-09-21
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission File Number: 001-41641
SHLTELEMEDICINE LTD.
(Translation of registrant’s name into English)
90 Yigal Alon Street
Tel Aviv 67891, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXPLANATORY NOTE
On September 21, 2023, SHL Telemedicine Ltd. (the “Company”) issued a press release and an investor presentation with respect to its half-year 2023 fiscal results, copies of which are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein. The press release and investor presentation contain forward-looking statements and include cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statements.
In addition, on the same day, the Company issued a report (the “Report”) with respect to its half-year 2023 fiscal results, which contains unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2023. A copy of the Report is furnished herewith as Exhibit 99.3 and incorporated by reference herein. The Report contains forward-looking statements and includes cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statements.
This Form 6-K is incorporated by reference into the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 9, 2023 (Registration No. 333-272546).
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.
| SHL Telemedicine Ltd. | |
|---|---|
| By: | /s/ Amir Hai |
| --- | --- |
| Amir Hai | |
| Chief Financial<br>Officer |
September 21, 2023
Exhibit 99.1
Press release
Ad hoc announcement pursuant to Art. 53 LR
SHL announces half-year results 2023 – strategic moves toaccelerate growth
Tel Aviv / Zurich/ New York, 21 September 2023 – SHL Telemedicine Ltd. (NASDAQ: SHLT; SIX Swiss Exchange: SHLTN) (“SHL” or the “Company”), a leading provider and developer of advanced personal telemedicine solutions, announced today its results for half-year 2023, emphasizing stable revenues and strategic growth initiatives.
In H1 2023, SHL maintained stable revenues while making significant strategic advancements across all operations. The Company made substantial investments in Germany, where it launched the Doctors’ Virtual Visits services and then witnessed a steady increase in the adoption of the service. In the US, the Company witnessed the growing utilization and distribution of the SmartHeart® ECG platform by top-tier strategic customers, with ongoing rollouts to CVS MinuteClinic locations. Moreover, the Company’s long-standing operations in Israel remained robust and profitable.
H1 2023 Financial Highlights:
*******All comparableprevious periods figures are in constant currency^1^.
| · | Total revenues rose to USD 29.0m, a slight increase from USD 28.8m in 1HY2022. |
|---|---|
| · | Revenues from the Company’s operation in Israel increased by 3% compared<br>to 1HY2022, with revenues standing at USD 21.6m. |
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| · | Revenues from the Company’s operation in Germany amounted to USD 6.8m,<br>slightly down from USD 7.0m in 1HY2022 but up from USD 6.7m in 2HY2022. |
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| · | Adjusted EBITDA^2^ for the<br>Company was USD 0.4m, similar to USD 0.6m in 2HY2022 and down from USD 3.1m in 1HY2022, mainly due to increased investment in Germany<br>and in USA as well as Nasdaq® listing expenses. |
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| · | Cash on hand and short-term cash investments as of June 30, 2023, remain<br>robust at USD 29.4m. |
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| · | Net loss was USD 2.1m, compared to a net loss of USD 0.1m in 1HY2022. |
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^1^ Constant currency – to enable meaningful comparison between 1HY2023 and 2022 results, 2022 results are also presented at 1HY2023 exchange rates which are calculated as annual average based on the average monthly exchange rates of each of the USD and the EUR versus the NIS, as published by the Bank of Israel. The management believes that this presentation enables a more meaningful comparison between the periods due to the significant fluctuations in NIS/USD/EUR exchange rates during the period.
^2^ Please see the EBITDA, Adjusted EBITDA and Adjusted EBIT Table below, and Reconciliation Table of Adjusted EBITDA and Adjusted EBIT to net profit each presented below as required by the rules of the U.S. Securities and Exchange Commission with respect to non-GAAP financial measures.
Strategic Developments and Upcoming Highlights:
| · | In the US, SHL has adjusted its strategy to prioritize direct-to-consumer<br>sales of the SmartHeart® ECG, viewing it as a move of considerable strategic importance. The direct-to-consumer sales are anticipated<br>to begin in the second half of 2023, and SHL will utilize its extensive network of US cardiologists for remote ECG evaluations. In parallel,<br>the Company is optimistically awaiting the results from the HELP-MI clinical trial conducted by Mayo Clinic which they believe will hold<br>significant value for its B2B plan of introducing the SmartHeart® platform to hospital systems. |
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| · | The Company continues to see growing utilization<br>of its SmartHeart® platform by its Tier1 strategic customers including through the deployment of SmartHeart® in the CVS Minute<br>Clinics. |
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| · | The Company is eagerly anticipating the outcomes<br>of clinical trials led by Mayo Clinic and Imperial College London, both relating to the utilization of SmartHeart® 12-lead ECG technology<br>for remote monitoring of post-MI (heart attack) patients at home, examining the reduction in the rate of visits to Emergency Department<br>and hospital readmissions. Preliminary results showcased at the Imperial Vulnerable Plaque and Patient Meeting 2023 (VPM) indicate significant<br>benefits, reinforcing SHL's position in the field. |
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| · | In Israel, SHL's B2C subscription activity is<br>showing growth, and the Company has begun introducing new products and services this year, despite local political challenges, thus expanding<br>the use of both its B2C and B2B infrastructures. |
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| · | The Company recently launched the Doctors’ Virtual Visit service in<br>Germany providing this offering to approximately 12.4 million individuals insured by BARMER and AOK Plus. The Company continues to witness<br>a consistent increase in the adoption of the service and believes it will serve as promising new growth engine for its operation in the<br>German market. |
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| · | During April 2023, the Company’s ADR’s commenced trading<br>on the Nasdaq®. |
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Erez Nachtomy**,CEO of SHL, commented:** “This half-year showcases our resilience and adaptability in the face of market challenges. Our consistent performance in Israel, the promising Virtual Visit growth engine in Germany, alongside our strategy prioritization in the US underline our commitment to innovation and excellence. Our investments in technology and strategic relationships, especially with esteemed entities like CVS, Henry Schein, and the Mayo Clinic, position us at the forefront of telemedicine. As we navigate the evolving healthcare landscape, our primary focus remains delivering unparalleled value to our customers and stakeholders while championing the transformative power of telemedicine."
Conference Call at 4 pm CET
The Company will host a conference call for investors, journalists and analysts to discuss the Half-Year 2023 results today at 4 pm CET. The conference call will be hosted by Erez Nachtomy, CEO, and Amir Hai, CFO and will be held in English.
Dial-in numbers:
From Europe: +41 (0)58 310 50 00
From UK: +44 (0) 207 107 06 13
From USA: +1 (1) 631 570 56 13
From Israel: Toll free: 1 80 921 44 27 / Local: +972 3763 1173
The conference call is scheduled to last approximately 45 minutes.
The presentation is available on: www.shl-telemedicine.com/reports
The Half-Year Report 2023 is available on: www.shl-telemedicine.com/reports
SEC submission of the Half-Year Report and presentation is available on:
https://www.shl-telemedicine.com/sec-filing/
About SHL Telemedicine
SHL Telemedicine is engaged in developing and marketing personal telemedicine systems and the provision of medical call center services, with a focus on cardiovascular and related diseases, to end users and to the healthcare community. SHL Telemedicine offers its services and personal telemedicine devices to subscribers utilizing telephonic and Internet communication technology. SHL is listed on the SIX Swiss Exchange (SHLTN, ISIN: IL0010855885, Security No.: 1128957) and on the Nasdaq Stock Exchange (SHLT, ISIN: US78423T2006, CUSIP: 78423T200). For more information, please visit our web site at www.shl-telemedicine.com.
Financial calendar
7 December 2023, Annual General Meeting. Tel Aviv, Israel
For more financial information:
For a comprehensive understanding of the Company’s financial reports and related management’s discussion and analysis for applicable periods, please visit the Company’s profile at https://www.sec.gov/edgar or the Company’s full report on its site: www.shl-telemedicine.com/reports
For further information please contact:
Fabienne Farner, IRF, Phone : +41 43 244 81 42, [email protected]
Key Figures for 1H2023
Key figures (as reported):
| in USD million (except per share amounts) | HY2023 | HY2022 | % change | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues for the period | 29.0 | 30.9 | (6 | ) | |||||
| Revenues | |||||||||
| Revenues | |||||||||
| · Germany | 6.8 | 7.1 | (4 | ) | |||||
| · Israel | 21.6 | 23.0 | (6 | ) | |||||
| · Rest of the World | 0.6 | 0.8 | (25 | ) | |||||
| EBIT | (4.4 | ) | (1.0 | ) | |||||
| EBITDA* | (0.9 | ) | 2.4 | ||||||
| Net profit (loss) | (2.1 | ) | 0.1 | ||||||
| EPS (Basic loss) | (0.14 | ) | 0.00 | ||||||
| Operating cash flow | (3.3 | ) | 1.7 |
* EBITDA: operating profit excluding depreciation and amortization expenses of USD 3.5m, and USD 3.4m in the comparable period
Adjusted key figures (in constant currency):
In the table below, HY2022 results have been presented at HY2023 exchange rates. Management believes that this presentation enables a more meaningful comparison between the periods due to the significant fluctuations in NIS/USD/EUR exchange rates during the period.
| In USD million | HY2023 | HY2022 | % change | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues | 29.0 | 28.8 | 1 | ||||||
| Revenues | |||||||||
| · Germany | 6.8 | 7.0 | (3 | ) | |||||
| · Israel | 21.6 | 21.0 | 3 | ||||||
| · Rest of the World | 0.6 | 0.8 | (25 | ) | |||||
| Adjusted EBIT** | (3.1 | ) | (0.1 | ) | |||||
| Adjusted EBITDA *** | 0.4 | 3.1 |
**Adjusted EBIT: Please see the EBITDA, Adjusted EBITDA and Adjusted EBIT Table below.
***Adjusted EBITDA: Please see the EBITDA, Adjusted EBITDA and Adjusted EBIT Table below.
EBITDA, Adjusted EBITDA and Adjusted EBIT Tables (HY2022 results are presented in HY2023 exchange rates)
| EBITDA: | ||||||
|---|---|---|---|---|---|---|
| in USD Thousand | HY2023 | HY2022 | ||||
| Operating loss | (4.4 | ) | (1.1 | ) | ||
| Plus: | ||||||
| Depreciation and amortization expenses | 3.5 | 3.2 | ||||
| EBITDA | (0.9 | ) | 2.1 | |||
| HY2023 | HY2022 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Operating loss – EBIT | (4.4 | ) | (1.1 | ) | ||
| Plus: | ||||||
| Cost of share-based payments | 0.8 | 0.9 | ||||
| Non-recurring expenses | 0.5 | 0.1 | ||||
| Adjusted EBIT | (3.1 | ) | (0.1 | ) | ||
| HY2023 | HY2022 | |||||
| --- | --- | --- | --- | --- | --- | |
| EBITDA | (0.9 | ) | 2.1 | |||
| Plus: | ||||||
| Cost of share based payments | 0.8 | 0.9 | ||||
| Non-recurring expenses | 0.5 | 0.1 | ||||
| Adjusted EBITDA | 0.4 | 3.1 |
Reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of the U.S. Securities and Exchange Commission with respect to non-GAAP financial measures (HY2022 results are presented also in HY2023 exchange rates)
| HY2023 | HY2022 | HY2022(CC) | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Net profit (loss) | (2.1 | ) | 0.1 | (0.1 | ) | ||||
| Financial income, net | (3.0 | ) | (1.3 | ) | (1.2 | ) | |||
| Tax expenses | 0.7 | 0.2 | 0.2 | ||||||
| Depreciation and amortization expenses | 3.5 | 3.4 | 3.2 | ||||||
| EBITDA | (0.9 | ) | 2.4 | 2.1 | |||||
| Cost of share-based payment | 0.8 | 1.0 | 0.9 | ||||||
| Non- recurring expenses | 0.5 | 0.1 | 0.1 | ||||||
| Adjusted EBITDA | 0.4 | 3.5 | 3.1 |
The Company believes Adjusted EBITDA and Adjusted EBIT provide useful information regarding the Company’s financial and operating performance. Adjusted EBITDA and Adjusted EBIT are not U.S. GAAP measures. You should not construe Adjusted EBITDA and Adjusted EBIT as alternatives to operating profit or cash flows from operating activities determined in accordance with U.S. GAAP or as a measure of liquidity. Adjusted EBITDA and Adjusted EBIT are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies.
Forward Looking Statements:
This announcement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements, including, the Company’s anticipation with respect to changes in its results of operations from prior periods. Readers are cautioned that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from historical results or any future results expressed or implied by forward-looking statements. Factors that can cause actual results to differ from expectations and those contained in forward-looking statements include those risks described in Item 3.D. “Key Information—Risk Factors” contained in the Company’s Registration Statement on Form 20-F filed with the U.S. Securities Exchange Commission (the “SEC”) on March 28, 2023 and in its subsequent filings and submissions with the SEC, including, but not limited to, the Company’s ability to operate and comply with the complex and evolving regulations in the highly regulated healthcare industry; the continued development, consumer acceptance and market adoption of the Company’s products and services in the relatively new, unproven and volatile and rapidly changing telehealth market; the Company’s ability to develop and introduce new products and solutions and enhancements to existing ones; the significant and increasing levels of competition in the telemedicine market; the impacts of COVID-19 and future pandemics and epidemics; the Company’s ability to continue to attract and retain key employees and personal in the highly competitive healthcare industry; the loss or breach of the Company’s proprietary rights and data security and privacy risks; political, judicial, legal, economic and military conditions in Israel and the surrounding region; global economic and financial market conditions and the Company’s ability to adapt to and comply with the different business and market factors, conditions, requirements and laws and regulations in the various countries in which the Company operates internationally; currency fluctuations; labor disputes; the Company’s ability to manage growth and integrate acquired businesses and expanding operations; the Company’s ability to obtain adequate levels of insurance to cover potential losses; the Company’s dependence on key suppliers and sub-contractors and other third parties; and other matters and risks not yet known to the Company or not currently considered material by it. You should not place undue reliance on these forward-looking statements. All written and oral forward-looking statements, attributable to the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements.
Exhibit 99.2
| SHL<br>Telemedicine<br>HY Results 2023<br>Presentation<br>1 |
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| Forward looking statements<br>2<br>This presentation was prepared for the purpose of providing and presenting information in a summary only and cannot replace a review of the reports of SHL<br>Telemedicine (hereinafter: "the Company"). Many of the statements included in this presentation, as well as oral statements that may be made by us or by officers,<br>directors or employees acting on behalf of us, contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995,<br>specifically Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements, other than<br>statements of historical facts, are forward-looking statements. Readers are cautioned that forward-looking statements are not guarantees of future performance and<br>involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from historical results or any future results expressed<br>or implied by forward-looking statements. Factors that can cause actual results to differ from expectations and those contained in forward-looking statements include<br>those risks described in Item 3.D. “Key Information—Risk Factors” contained in the Company’s Registration Statement on Form 20-F or most recent Annual Report on<br>Form 20-F filed with the U.S. Securities Exchange Commission (the “SEC”) and in its subsequent filings and submissions with the SEC, including, but not limited to, the<br>Company’s ability to operate and comply with the complex and evolving regulations in the highly regulated healthcare industry; continued development, consumer<br>acceptance and market adoption in the relatively new, unproven and volatile and rapidly changing telehealth market; the Company’s ability to develop and introduce<br>new products and solutions and enhancements to existing ones; the significant and increasing levels of competition in the telemedicine market; the impacts of COVID-19<br>and future pandemics and epidemics; the Company’s ability to continue to attract and retain key employees and personal in the highly competitive healthcare industry;<br>the loss or breach of the Company’s proprietary rights and data security and privacy risks; political, judicial, legal, economic and military conditions in Israel and the<br>surrounding region; global economic and financial market conditions and the Company’s ability to adapt to and comply with the different business and market factors,<br>conditions, requirements and laws and regulations in the various countries in which the Company operates internationally; currency fluctuations; labor disputes; the<br>Company’s ability to manage growth and integrate acquired businesses and expanding operations; the Company’s ability to obtain adequate levels of insurance to cover<br>potential losses; the Company’s dependence on key suppliers and sub-contractors and other third parties; and other matters and risks not yet known to the Company or<br>not currently considered material by it. You should not place undue reliance on these forward-looking statements. All written and oral forward-looking statements,<br>attributable to the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements.<br>For the avoidance of doubt, it is clarified that the company does not undertake to update the information, in whole or in part, contained in this presentation, whether as a<br>result of new information, a future event or for other reasons, except as required by law. It is also clarified that the company's plans and strategy contained in this<br>presentation are correct at the time of their publication and can and will change in accordance with the decisions of the company's board of directors, as they will be<br>from time to time, and/or due to their being dependent, in whole or in part, on third parties that are not under the control of the company as well as on additional risk<br>factors to which the company is exposed .<br>This presentation contains trade names, trademarks and service marks of other companies. The trade names, trademarks, and service marks of other parties are not used<br>or displayed to imply a relationship with, or endorsement or sponsorship of, those other parties. |
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| SHL Telemedicine at a glance<br>3<br>Nasdaq: SHLT<br>SWX: SHLTN<br>Listed on<br>$29.0M<br>1HY 2023 revenues<br>30+ years of experience<br>SHL is a leading provider and<br>developer of advanced telehealth<br>technology and services with<br>unmatched 30 years of medical &<br>ECG data-base<br>24/7 telehealth monitoring<br>global service capabilities<br>interactions and data<br>readings per year 3M<br>Telemedicine centers in Israel &<br>Germany Significant strategic<br>partners in the US market |
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| R&D Gross Expenses<br>$3.6M<br>REVENUES Operational CASH Flow<br>$29.0M<br>Adjusted EBITDA(*)<br>$ 0.4M<br>CASH On Hand<br>~$28.6M<br>Currently<br>CASH On HAND<br>$29.4M<br>30 June 2023<br>(*) Please see Supplemental Information at end of presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the<br>rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures<br>HY 2023 Overview Financial Data(*)<br>4<br>$ (3.3)M |
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| Germany:<br>A promising new growth engine<br>5<br>Remote medical services such as: Virtual Visit and<br>Monitoring of chronic patients, are becoming the<br>Standard of Care<br>The company has agreements with leading health<br>insurers, covering about 30% of the German health<br>insurance market (about 25 million insured)<br>SHL is the market leader in Germany and operates<br>in a B2B model - managing and stabilizing chronic<br>patients and saving costs for health insurers<br>1HY2022 2HY2022 1HY2023<br>REVENUES<br>$6.8M<br>Adjusted<br>EBITDA(**)<br>$(1.2)M<br>REVENUES(*)<br>$6.7M<br>Adjusted<br>EBITDA(**)<br>$(0.3)M<br>REVENUES(*)<br>$7.0M<br>Adjusted<br>EBITDA(**)<br>$(0.1)M<br>(*) compared to 1HY 2022 in constant currency, Please see Supplemental Information at end of presentation for a description of the basis of presentation of the<br>constant currency amount calculations as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures<br>(**) Please see Supplemental Information at end of presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of<br>the U.S. Securities Exchange Commission with respect to non-GAAP financial measures |
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| Germany - Virtual Visit service:<br>6<br>Penetrating a market of about 800 million annual physical doctor visits<br>(*) https://www.statista.com/statistics/236512/annual-doctor-visits-per-capita-in-germany-since-1991/<br>The virtual visit service is already<br>available to 12.4 million BARMER<br>and AOK PLUS insureds<br>throughout Germany<br>Successfully fending major players like Teladoc, and<br>a path for growth of this activity, including with<br>additional health insurances<br>BARMER - a new 7-year contract<br>Commercial service started April 2023<br>In Germany - an average of 10 physical<br>visits per person to a doctor each year (*)<br>Consistent growth<br>use of Virtual Visit<br>Pay Per Use model |
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| ECG<br>repository<br>Cloud<br>based<br>24/7 ECG<br>review center<br>24/7 USA<br>cardiologist<br>network<br>Provider<br>portal<br>USA<br>7<br>Prioritization of direct-to-consumer sales in 2HY 2023-<br>considering hospitals’ financial strains; Awaiting Mayo Clinic study results<br>Increase in uses of<br>the SmartHeart<br>platform<br>DTC plan: more<br>cash-efficient and<br>carries significant<br>strategic value<br>(*) Please see Supplemental Information at end of presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to<br>net profit as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures<br>REVENUES<br>$0.6M<br>Adjusted<br>EBITDA(*)<br>$(1.5)M<br>Tier1 Strategic customers relationships strengthen<br>our reputation in support of the SmartHeart® direct-to-consumer move<br>Leveraging the<br>network of<br>cardiologists that is<br>already set up across<br>the US<br>Already FDA cleared<br>510(k) process for OTC<br>clearance |
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| USA<br>8<br>Promising Initial Results(*) in Mayo Clinic and Imperial College Trials<br>(*) Presentations at the Imperial Vulnerable Plaque and Patient Meeting 2023 (VPM)<br>Mayo Clinic – HELP MI<br>Reduction<br>in “any ED Hospitalization”<br>Reduction<br>in “any ED visit”<br>CV ED visit<br>or Hospitalization<br>Telemedicine group compliant users vs. control group<br>43%<br>ZERO<br>33%<br>Imperial College London -<br>TELE-ACS<br>Reduction<br>in hospital readmission<br>Reduction<br>in ED attendance<br>Telemedicine group vs. control standard care group<br>at 3 months follow-up<br>55%<br>27.5% |
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| Israel<br>9<br>High contribution to the company's profitability and cash flow<br>The leader in B2C Telemedicine Services<br>B2B advanced Medical Services<br>Sale of cardiac monitoring services to<br>consumers: personal 12 Lead ECG devices for<br>transmission of remote medical data, 24/7<br>telemedicine center, Mobile Intensive Care<br>Units in coverage areas.<br>Over 100 institutional customers - Mediton Group<br>is a leading B2B healthcare services provider in<br>Israel to the largest and leading companies in<br>Israel, government institutions, the Ministry of<br>Defense, National Insurance, health funds and<br>insurance companies<br>(*) compared to 1HY 2022 in constant currency, Please see Supplemental Information at end of presentation for a description of the basis of presentation of the<br>constant currency amount calculations as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures<br>(**) Please see Supplemental Information at end of presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of<br>the U.S. Securities Exchange Commission with respect to non-GAAP financial measures<br>Telemedicine<br>Center<br>4 advanced<br>Medical<br>Centers<br>Network pf<br>500+ specialist<br>doctors<br>Customer<br>Service<br>Center<br>Mobile Intensive<br>Care Units with<br>extensive<br>coverage areas<br>1HY2022 2HY2022 1HY2023<br>REVENUES<br>$21.6M<br>Adjusted<br>EBITDA(**)<br>$5.7M<br>REVENUES(*)<br>$21.2M<br>Adjusted<br>EBITDA(*)(**)<br>$5.7M<br>REVENUES(*)<br>$21.0M<br>Adjusted<br>EBITDA(*)(**)<br>$6.1M |
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| Financials – P&L<br>10<br>(*) compared to HY 2022 in constant currency, Please see Supplemental Information at end of presentation for a description of the basis of presentation of<br>the constant currency amount calculations as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial<br>measures<br>(**) Please see Supplemental Information at end of presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the<br>rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures<br>In USD million<br>(except per share amounts) 1HY 2023 1HY 2022cc*<br>Revenues for the period 29.0 28.8<br>Revenues by territories<br>Germany 6.8 7.0<br>Israel 21.6 21.0<br>Rest of the World 0.6 0.8<br>Adjusted EBIT(**) (3.1) (0.1)<br>Adjusted EBITDA(**) 0.4 3.1<br>Net loss (2.1) (0.1)<br>EPS (Basic) attribute to equity holders (0.14) 0.00<br> 27,000<br> 27,500<br> 28,000<br> 28,500<br> 29,000<br> 29,500<br> 30,000<br>HY-2022 HY-2023<br>Revenue<br> 2,000<br> 2,500<br> 3,000<br> 3,500<br> 4,000<br>HY-2022 HY 2023<br>R&D Gross exp<br> -<br> 1,000<br> 2,000<br> 3,000<br> 4,000<br>HY-2022 HY 2023<br>Adjusted EBITDA(**) |
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| Financials – Balance sheet & Cash flow<br>11<br>In USD million 1HY 2023 1HY 2022<br>Cash and cash equivalents 10.4 16.4<br>Short term investments 19.0 8.7<br>Total cash and short-term investments 29.4 25.1<br>Short term bank debt 2.1 2.2<br>Long term bank debt 11.3 14.2<br>Total bank debt 13.4 16.4<br>Capital and reserves 151.8 125.0<br>Accumulated deficit (75.3) (73.0)<br>Total Equity 76.5 52.0<br>Increase (Decrease) in cash and short-term investments 10.7 (6.9)<br>Operational cash flow (3.3) 1.7<br> 100<br> 110<br> 120<br> 130<br>HY-2022 HY 2023<br>Total Assets |
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| 2HY 2023 – Expected Events<br>12<br>Constant increase in<br>the use of Virtual Visits<br>Agreements with additional health<br>funds for Virtual Visit services<br>With our B2B model –<br>Tier 1 customers<br>Start of B2C sales<br>Publication of results<br>study for use of<br>Continued<br>implementation of<br>Increased growth |
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| Thank You<br>SHL Telemedicine<br>13 |
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| Supplement Information<br>14<br>**Adjusted EBIT: Please see the Adjusted EBITDA and Adjusted EBIT Table below.<br>***Adjusted EBITDA: Please see the Adjusted EBITDA and Adjusted EBIT Table below<br>In the table below, HY 2022 results have been<br>presented at HY 2023 exchange rates1<br>.. Management<br>believes that this presentation enables a more<br>meaningful comparison between the periods due to<br>the significant fluctuations in NIS/USD/EUR<br>exchange rates during the period.<br>Adjusted key figures (in constant currency1<br>)<br>in USD million 1HY2023 1HY2022 % change<br>Revenues 29.0 28.8 1<br>Revenues<br>Germany<br>Israel<br>Rest of the World<br>6.8 7.0 (4)<br>21.6 21.0 3<br>0.6 0.8 (25)<br>Adjusted EBIT** (3.1) (0.1)<br>Adjusted EBITDA *** 0.4 3.1<br>Key figures (as reported):<br>in USD million<br>(except per share amounts) 1HY 2023 1HY 2022 % change<br>Revenues for the period 29.0 30.9 (6)<br>Revenues<br>Revenues<br>Germany<br>Israel<br>Rest of the World<br>6.8 7.1 (4)<br>21.6 23.0 (6)<br>0.6 0.8 (25)<br>EBIT (4.4) (1.0)<br>EBITDA (0.9) 2.4<br>Net profit (loss) (2.1) 0.1<br>EPS (Basic loss) (0.14) 0.00<br>Operating cash flow (3.3) 1.7<br>Reconciliation of Adjusted EBITDA and Adjusted<br>EBIT to net profit as required by the rules of the U.S.<br>Securities Exchange Commission with respect to<br>non-GAAP financial measures |
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| Supplement Information<br>15<br>(1) Constant currency – to enable meaningful comparison between 1HY2023 and 1HY2022 results, 1HY2022 results are also<br>presented at 1HY2023 exchange rates which are calculated as annual average based on the average monthly exchange rates of<br>each of the USD and the EUR versus the NIS, as published by the Bank of Israel. The management believes that this<br>presentation enables a more meaningful comparison between the periods due to the significant fluctuations in NIS/USD/EUR<br>exchange rates during the period.<br>Reconciliation of Adjusted EBITDA and Adjusted<br>EBIT to net profit as required by the rules of the U.S.<br>Securities Exchange Commission with respect to<br>non-GAAP financial measures (HY2022 results are<br>presented also in HY2023 exchange rates1<br>)<br>The Company believes Adjusted EBITDA and<br>Adjusted EBIT provide useful information regarding<br>the Company’s financial and operating<br>performance. Adjusted EBITDA and Adjusted EBIT<br>are not IFRS or U.S. GAAP measures. You should not<br>construe Adjusted EBITDA and Adjusted EBIT as<br>alternatives to operating profit or cash flows from<br>operating activities determined in accordance with<br>IFRS or U.S. GAAP or as a measure of liquidity.<br>Adjusted EBITDA and Adjusted EBIT are not defined<br>in the same manner by all companies and may not<br>be comparable to other similarly titled measures of<br>other companies<br>in USD million 1HY2023 1HY2022 1HY2022<br>(CC1<br>)<br>Net profit (loss) (2.1) 0.1 (0.1)<br>Financial income net (3.0) (1.3) (1.2)<br>Tax expenses 0.7 0.2 0.2<br>Depreciation and<br>amortization<br>expenses<br>3.5 3.4 3.2<br>EBITDA (0.9) 2.4 2.1<br>Share-based<br>compensation 0.8 1.0 0.9<br>Non- recurring<br>expenses<br>0.5 0.1 0.1<br>Adjusted EBITDA 0.4 3.5 3.1 |
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Exhibit 99.3
| Half Year Report 2023 | ||||||
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| 2<br>SHL Telemedicine Ltd.<br>1 January - 30 June, 2023<br>Letter to Shareholders<br>Dear Shareholders<br>Looking at the first half of 2023, we maintained<br>stable revenues while making significant<br>strategic advancements across all operations,<br>while maintaining a robust cash position,<br>despite challenging market conditions and<br>shifts in the financial markets.<br>The prevailing macro challenges in the<br>healthcare industry underscore the growing<br>demand for telemedicine technology and<br>services. Our solutions not only enhance access<br>and care outcomes but also reduce costs for our<br>customers. With a robust foundation in Israel,<br>promising infrastructure in Germany, and key<br>collaborations in the US with Tier 1 customers<br>including CVS, Henry Schein and Mayo Clinic,<br>our financial position remains strong. We are<br>steadfast in our balanced growth strategy.<br>During the period, the company commenced<br>trading of the Nasdaq® and the Company’s<br>American Depositary Shares (“ADRs”), trade<br>on Nasdaq® (symbol “SHLT”), in parallel to the<br>company’s ordinary shares continuing to be<br>listed on the Swiss Stock Exchange.<br>Overall, revenues for the period were USD 29.0<br>million, a slight increase compared to USD 28.8<br>million observed in the first half of 2022 when<br>adjusted for constant currency. Adjusted EBITDA1<br>for the period was USD 0.4 million, a decrease<br>compared to USD 3.1 million in the first half<br>of 2022 when adjusted for constant currency,<br>and similar compared to USD 0.6 million in the<br>second half of 2022 when adjusted for constant<br>currency. The decrease is mainly related to<br>increased investment in Germany and the USA as<br>well as Nasdaq listing expenses. This resulted in a<br>negative operating cash flow of USD 3.3 million,<br>compared to positive operating cash flow of<br>USD 1.7 million in the first half of 2022. Net loss<br>for the period was USD 2.1 million, compared to a<br>small net loss of USD 0.1 million in the first half of<br>2022 when adjusted for constant currency.<br>Germany<br>Revenues were USD 6.8 million, slightly down<br>from USD 7.0 million in the first half of 2022<br>when adjusted for constant currency, but up<br>from USD 6.7 million in the second half of<br>2022 in constant currency. The commercial<br>service of the Virtual Visits to the BARMER<br>insureds across Germany started during April<br>2023. Barmer is one of the three largest health<br>insurers in Germany serving about 8.7 million<br>1 EBITDA excluding stock base compensation expenses and<br>extraordinary expenses.<br>Letter to Shareholders | ||||||
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| Letter to Shareholders<br>3<br>insured, and AOK PLUS is another large health<br>insurer in Germany serving about 3.5 million<br>insureds, which together brings SHL to over<br>12.5 million insureds in Germany who can<br>now use this service. The investments in the<br>German operation during the period, mainly<br>in R&D costs related to the Virtual Visit service<br>resulted in a negative contribution of about<br>USD 1.2 million. We are witnessing a steady<br>increase in the adoption of the Doctors’ Virtual<br>Visit services and believe it is a promising new<br>growth engine for the German operation.<br>USA<br>In the US revenues in the first half of 2023<br>were USD 0.6 million. We adjusted our strategy<br>to prioritize direct-to-consumer sales of the<br>SmartHeart® ECG, viewing it as a move of<br>considerable strategic importance. The direct-to-consumer sales of SmartHeart® will start already<br>during the second half of 2023 and will utilize the<br>infrastructure of a network of cardiologists that<br>is already set up across the US and is available<br>to perform a remote review and interpretation of<br>SmartHeart® ECG from anywhere. In parallel, we<br>are optimistically awaiting the results from the<br>HELP-MI clinical trial conducted by Mayo Clinic<br>which we believe will hold significant value for<br>our B2B plan of introducing the SmartHeart®<br>platform to hospital systems. We continue to see<br>growing utilization of our SmartHeart® platform<br>by Tier1 strategic customers including through<br>the deployment of SmartHeart® in the CVS<br>MinuteClincs. These relationships will bolster our<br>credibility and augment our SmartHeart® direct-to-consumer move.<br>During the second part of 2023 the company<br>expects results from the HELP-MI clinical trial<br>conducted by Mayo Clinic, as well as from<br>another clinical trial conducted by Imperial<br>College London. Both trials relate to the<br>utilization of the SmartHeart® 12-lead ECG<br>technology for remote monitoring of post-MI<br>(heart attack) patients at home. Very positive<br>and strong initial results from these trials were<br>recently presented at the highly regarded<br>Imperial Vulnerable Plaque and Patient Meeting<br>2023 (VPM) showing meaningful reduction in<br>the rate of readmissions and visits to Emergency<br>Department of post-ACS (Acute Coronary<br>Syndrome) patients that are telemonitored at<br>home with SmartHeart®. These initial results<br>reflect our accumulated experience in this field,<br>will lead to material cost savings to hospital<br>systems and will support a compelling business<br>case for SmartHeart® with hospital systems.<br>Israel<br>Revenues increased by 3% to USD 21.6 million,<br>compared to USD 21.0 in the first half of 2022<br>when adjusted for constant currency. Our B2C<br>private-pay subscription activity is stable with<br>moderate growth compared to the first half of<br>2022 as well as the second half of 2022. We<br>began expanding the use of both the B2C and<br>B2B operations and infrastructures, and expect<br>to add new products and services in all sectors<br>of our activity in Israel, already this year.<br>On behalf of the Board of Directors and the<br>management team, we thank all employees for<br>their hard work and our business partners and<br>shareholders for the trust they have placed in SHL.<br>Sincerely,<br>Ehud Barak Yariv Alroy Erez Nachtomy<br>Co-Chairman Co-Chairman CEO<br>of the Board of the Board | ||||||
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| Financial Statements<br>4<br>INDEX<br>5 | Review of Interim Condensed Consolidated Financial Statements<br>6 | Consolidated Balance Sheets<br>8 | Consolidated Statements of Comprehensive Income<br>9 | Consolidated Statements of Changes in Equity<br>11 | Consolidated Statements of Cash Flows<br>13 | Notes to Interim Condensed Consolidated Financial Statements |
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| Financial Statements<br>5<br>The Shareholders and Board of Directors<br>SHL Telemedicine Ltd.<br>Auditors’ review report to the shareholders and board of directers of SHL Telemedicine Ltd.<br>Introduction<br>We have reviewed the accompanying interim<br>condensed consolidated financial statements of<br>SHL Telemedicine Ltd. (“the Company”) and its<br>subsidiaries as of June 30, 2023, which comprise<br>the interim consolidated balance sheet as of June<br>30, 2023, and the related interim consolidated<br>statements of comprehensive income, changes in<br>equity and cash flows for the six month period<br>then ended and explanatory notes. Management is<br>responsible for the preparation and presentation<br>of this interim financial information in accordance<br>with International Accounting Standard 34,<br> “Interim Financial Reporting” (“IAS 34”). Our<br>responsibility is to express a conclusion on this<br>interim financial information based on our review.<br>Scope of review<br>We conducted our review in accordance with<br>International Standard on Review Engagements<br>2410, “Review of Interim Financial Information<br>Performed by the Independent Auditor of the<br>Entity”. A review of interim financial information<br>consists of making inquiries, primarily of<br>persons responsible for financial and accounting<br>matters, and applying analytical and other<br>review procedures. A review is substantially less<br>in scope than an audit conducted in accordance<br>with International Standards on Auditing and<br>consequently does not enable us to obtain<br>assurance that we would become aware of all<br>significant matters that might be identified in an<br>audit. Accordingly, we do not express an audit<br>opinion.<br>Conclusion<br>Based on our review, nothing has come to<br>our attention that causes us to believe that the<br>accompanying interim condensed consolidated<br>financial statements are not prepared, in all<br>material respects, in accordance with IAS 34.<br>Tel-Aviv, Israel<br>September 20, 2023<br>KOST FORER GABBAY & KASIERER<br>A Member of Ernst & Young Global | ||||||
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| Financial Statements<br>6<br>CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands<br>June 30, December 31,<br>2023 2022 2022<br>Unaudited Audited<br>ASSETS<br>CURRENT ASSETS:<br>Cash and cash equivalents 10,435 16,416 4,483<br>Short-term investments 19,004 8,718 14,217<br>Trade receivables 8,788 7,293 7,797<br>Inventory 3,995 4,954 3,879<br>Other accounts receivable 2,176 1,213 1,912<br>44,398 38,594 32,288<br>NON-CURRENT ASSETS:<br>Inventory 1,572 - 1,731<br>Prepaid expenses 3,234 3,299 3,364<br>Call option to non-controlling interests, net - 379 245<br>Long-term deposits 334 408 423<br>Right-of-use assets 10,695 10,947 11,038<br>Deferred taxes 2,213 3,659 2,872<br>Other financial assets - 250 -<br>18,048 18,942 19,673<br>PROPERTY AND EQUIPMENT, NET 4,814 4,120 4,652<br>GOODWILL 32,320 33,433 33,745<br>INTANGIBLE ASSETS, NET 20,244 19,235 20,425<br>Total assets 119,824 114,324 110,783<br>The accompanying notes are an integral part of the interim condensed consolidated financial statements. | ||||||
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| Financial Statements<br>7<br>CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands<br>June 30, December 31,<br>2023 2022 2022<br>Unaudited Audited<br>LIABILITIES AND EQUITY<br>CURRENT LIABILITIES:<br>Credit from banks and others 2,101 2,152 2,169<br>Current maturities of lease liabilities 2,398 2,189 2,263<br>Deferred revenues 218 309 260<br>Income taxes payable 144 195 138<br>Trade payables 3,668 4,036 3,757<br>Other payables 7,353 7,287 9,238<br>15,882 16,168 17,825<br>NON-CURRENT LIABILITIES:<br>Liability for share options - 13,940 7,164<br>Put option to non-controlling interests, net 241 - -<br>Loans from banks 11,320 14,176 13,008<br>Deferred taxes 2,417 2,873 2,700<br>Lease liabilities 8,847 9,322 9,302<br>Employee benefit liabilities 1,488 2,168 1,495<br>24,313 42,479 33,669<br>Total liabilities 40,195 58,647 51,494<br>EQUITY:<br>Attributable to equity holders of the Company:<br>Issued capital 48 42 43<br>Additional paid-in capital 155,874 126,753 130,009<br>Treasury shares (2) (56) (2)<br>Foreign currency translation reserve (6,693) (3,226) (3,291)<br>Capital reserve for options 1,514 1,002 1,002<br>Capital reserve for remeasurement gains on defined benefit plans 1,000 442 1,000<br>Accumulated deficit (75,291) (72,973) (73,074)<br>76,450 51,984 55,687<br>Non-controlling interests 3,179 3,693 3,602<br>Total equity 79,629 55,677 59,289<br>Total liabilities and equity 119,824 114,324 110,783<br>The accompanying notes are an integral part of the interim condensed consolidated financial statements.<br>September 20, 2023<br>Date of approval of the Yariv Alroy Erez Nachtomy<br>financial statements Chairman of the Board CEO | ||||||
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| Financial Statements<br>8<br>CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME<br>U.S. dollars in thousands (except per share data)<br>Six months ended Year ended<br>June 30, December 31,<br>2023 2022 2022<br>Note Unaudited Audited<br>Revenues 29,005 30,900 58,998<br>Cost of revenues 16,228 16,011 31,809<br>Gross profit 12,777 14,889 27,189<br>Research and development costs 2,389 1,715 3,788<br>Selling and marketing expenses 5,620 5,183 11,403<br>General and administrative expenses 8,689 8,917 16,748<br>Other expenses 529 91 416<br>Operating loss (4,450) (1,017) (5,166)<br>Financial income 4,462 2,485 8,833<br>Financial expenses (1,426) (1,149) (2,355)<br>Profit (loss) before taxes on income (1,414) 319 1,312<br>Taxes on income 706 252 1,097<br>Net profit (loss) (2,120) 67 215<br>Other comprehensive income:<br>Other comprehensive income not to be reclassified to profit or loss in subsequent periods:<br>Re-measurement gain on defined benefit plans - - 581<br>Other comprehensive loss to be reclassified to profit or loss in subsequent periods:<br>Foreign currency translation reserve (3,571) (6,527) (6,699)<br>Total other loss (3,571) (6,527) (6,118)<br>Total comprehensive loss (5,691) (6,460) (5,903)<br>Net profit (loss) attributable to:<br>Equity holders of the Company (2,217) 25 (76)<br>Non-controlling interests 97 42 291<br>(2,120) 67 215<br>Total comprehensive loss attributable to:<br>Equity holders of the Company (5,619) (6,167) (5,775)<br>Non-controlling interests (72) (293) (128)<br>(5,691) (6,460) (5,903)<br>Earnings per share attributable to Equity holders of the Company:<br>Basic earnings (loss) (0.14) 0.00 (0.01)<br>Diluted loss (0.25) (0.06) (0.49)<br>The accompanying notes are an integral part of the interim condensed consolidated financial statements. | ||||||
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| Financial Statements<br>9<br>CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY<br>U.S. dollars in thousands<br> Capital<br> Foreign Capital reserve for<br>Additional currency reserve remeasurement Non-Issued paid-in Treasury translation for gains on defined Accumulated controlling Total<br>capital capital shares reserve options benefit plans deficit Total interests equity<br>Balance as of January 1, 2023<br>(audited) 43 130,009 (2) (3,291) 1,002 1,000 (73,074) 55,687 3,602 59,289<br>Exercise of share options 5 25,114 - - 512 - - 25,631 - 25,631<br>Share-based payments - 691 - - - - - 691 85 776<br>Equity component of transaction<br>with non-controlling interest - 60 - - - - - 60 (60) -<br>Net profit (loss) - - - - - - (2,217) (2,217) 97 (2,120)<br>Total other comprehensive loss - - - (3,402) - - - (3,402) (169) (3,571)<br>Dividend to non-controlling interests - - - - - - - - (376) (376)<br>Balance as of June 30, 2023<br>(unaudited) 48 155,874 (2) (6,693) 1,514 1,000 (75,291) 76,450 3,179 79,629<br> Capital<br> Foreign Capital reserve for<br>Additional currency reserve remeasurement Non-Issued paid-in Treasury translation for gains on defined Accumulated controlling Total<br>capital capital shares reserve options benefit plans deficit Total interests equity<br>Balance as of January 1, 2022<br>(audited) 42 125,484 (86) 2,966 1,002 442 (72,998) 56,852 3,911 60,763<br>Exercise of share options *- 402 - - - - - 402 - 402<br>Share-based payments - 720 - - - - - 720 252 972<br>Exercise of Employee options - (30) 30 - - - - - - -<br>Equity component of transaction<br>with non-controlling interest - 177 - - - - - 177 (177) -<br>Net profit - - - - - - 25 25 42 67<br>Total other comprehensive loss - - - (6,192) - - - (6,192) (335) (6,527)<br>Balance as of June 30, 2022<br>(unaudited) 42 126,753 (56) (3,226) 1,002 442 (72,973) 51,984 3,693 55,677<br>* Represents an amount lower than $ 1.<br>The accompanying notes are an integral part of the interim condensed consolidated financial statements. | ||||||
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| Financial Statements<br>10<br>CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY<br>U.S. dollars in thousands<br> Capital<br> Foreign Capital reserve for<br>Additional currency reserve remeasurement Non-Issued paid-in Treasury translation for gains on defined Accumulated controlling Total<br>capital capital shares reserve options benefit plans deficit Total interests equity<br>Balance as of January 1, 2022<br>(audited) 42 125,484 (86) 2,966 1,002 442 (72,998) 56,852 3,911 60,763<br>Exercise of share options 1 2,975 - - - - - 2,976 - 2,976<br>Exercise of Employee options * (84) 84 - - - - - - -<br>Share-based payments - 1,347 - - - - - 1,347 410 1,757<br>Equity component of transaction<br>with non-controlling interest - 287 - - - - - 287 (287) -<br>Dividend paid to non-controlling<br>interests - - - - - - - - (130) (130)<br>PPA Adjustments - - - - - - - - (174) (174)<br>Net profit (loss) - - - - - - (76) (76) 291 215<br>Total other comprehensive<br>income (loss) - - - (6,257) - 558 - (5,699) (419) (6,118)<br>Balance as of December 31, 2022<br>(audited) 43 130,009 (2) (3,291) 1,002 1,000 (73,074) 55,687 3,602 59,289<br>* Represents an amount lower than $ 1.<br>The accompanying notes are an integral part of the interim condensed consolidated financial statements. | ||||||
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| Financial Statements<br>11<br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br>U.S. dollars in thousands<br>Six months ended Year ended<br>June 30, December 31,<br>2023 2022 2022<br>Unaudited Audited<br>Cash flows from operating activities:<br>Net profit (loss) (2,120) 67 215<br>Adjustments required to reconcile net profit (loss) to net cash<br>provided by (used in) operating activities:<br>Income and expenses not involving operating cash flows:<br>Depreciation and amortization 3,512 3,412 7,134<br>Capital loss from sale of property and equipment 16 50 51<br>Change in employee benefit liabilities, net 69 56 90<br>Financial income, net (2,432) (1,925) (7,443)<br>Valuation loss (gain) of short-term investments (723) 589 769<br>Cost of share-based payments 776 972 1,757<br>Taxes on income 706 252 1,097<br>1,924 3,406 3,455<br>Changes in operating assets and liabilities:<br>Increase in trade receivables, net (1,413) (73) (641)<br>Increase in inventory (411) (1,503) (2,544)<br>Decrease (increase) in prepaid expenses (35) 68 (21)<br>Increase in other accounts receivable (368) (169) (471)<br>Increase in trade payables 98 1,575 1,264<br>Decrease in deferred revenues (30) (201) (246)<br>Increase (decrease) in other accounts payable (460) (367) 845<br>(2,619) (670) (1,814)<br>Cash paid and received:<br>Interest received 566 153 429<br>Interest paid (709) (394) (1,010)<br>Income tax received 9 23 87<br>Income taxes paid (344) (864) (1,435)<br>(478) (1,082) (1,929)<br>Net cash provided by (used in) operating activities (3,293) 1,721 (73)<br>The accompanying notes are an integral part of the interim condensed consolidated financial statements. | ||||||
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| Financial Statements<br>12<br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br>U.S. dollars in thousands<br>Six months ended Year ended<br>June 30, December 31,<br>2023 2022 2022<br>Unaudited Audited<br>Cash flows from investing activities:<br>Purchase of property and equipment (578) (1,030) (1,661)<br>Investment in intangible assets (2,196) (2,157) (5,243)<br>Investment in long-term deposits (9,783) - (5,705)<br>Proceeds from long-term deposits 5,900 - -<br>Purchase of short-term investments (963) (4,056) (5,588)<br>Proceeds from sale of short-term investments 1,022 10,449 11,764<br>Net cash provided by (used in) investing activities (6,598) 3,206 (6,433)<br>Cash flows from financing activities:<br>Dividend paid to non-controlling interests (376) - (130)<br>Payment of lease liabilities (1,237) (1,250) (2,447)<br>Payment of liability to underwriter (1,124) - -<br>Exercise of share options 20,298 239 1,961<br>Payment of long-term loans (1,055) (566) (1,665)<br>Other 12 - -<br>Net cash provided by (used in) financing activities 16,518 (1,577) (2,281)<br>Effect of exchange rate changes on cash and cash equivalents (675) (1,779) (1,575)<br>Increase (decrease) in cash and cash equivalents 5,952 1,571 (10,362)<br>Cash and cash equivalents at the beginning of the period 4,483 14,845 14,845<br>Cash and cash equivalents at the end of the period 10,435 16,416 4,483<br>Non-cash transactions:<br>Right-of-use asset recognized with corresponding lease liability 1,065 368 1,658<br>Liability derecognized and recorded in equity<br>upon exercise of share options 5,333 163 1,015<br>The accompanying notes are an integral part of the interim condensed consolidated financial statements. | ||||||
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| Financial Statements<br>13<br>NOTE 1 | GENERAL<br>a. These consolidated financial statements<br>have been prepared in a condensed format as<br>of June 30, 2023, and for the six months then<br>ended. These condensed consolidated financial<br>statements should be read in conjunction with<br>the annual consolidated financial statements<br>and accompanying notes of SHL Telemedicine<br>Ltd. (“the Company”) as of December 31,<br>2022 and for the year then ended (“the annual<br>financial statements”).<br>b. Following are data regarding the Israeli CPI<br>and the exchange rates of the Euro, U.S. dollar<br>and the Swiss Franc in relation to the new<br>Israeli Shekel (NIS):<br>Israeli Exchange rate of<br>CPI € 1 U.S. $ 1 CHF 1<br>For the year ended Points* NIS<br>June 30, 2023 246.7 4.02 3.7 4.11<br>June 30, 2022 236.8 3.64 3.5 3.65<br>December 31, 2022 241.4 3.75 3.52 3.82<br>Change during the period %<br>June 2023 (6 months) 2.2 7.2 5.1 7.6<br>June 2022 (6 months) 3.2 3.4 12.5 7.3<br>December 31, 2022 5.2 6.5 13.2 12.4<br>* The index on an average basis of 1993 = 100.<br>NOTE 2 | SIGNIFICANT ACCOUNTING<br>POLICIES<br>a. Basis of preparation of the interim condensed<br>consolidated financial statements:<br>The interim condensed consolidated financial<br>statements for the six months ended June 30,<br>2022 have been prepared in accordance with<br>generally accepted accounting principles for<br>the preparation of financial statements for<br>interim periods, as prescribed in IAS 34, “Interim<br>Financial Reporting.<br>The significant accounting policies and methods<br>of computation adopted in the preparation of<br>the interim condensed consolidated financial<br>statements are consistent with those followed<br>in the preparation of the annual financial<br>statements, except as described in b. below.<br>b. Initial adoption of amendments to International<br>Financial Reporting Standards:<br>1. Amendment to IAS 8, “Accounting Policies, Changes to<br>Accounting Estimates and Errors”:<br>In February 2021, the IASB issued an<br>amendment to IAS 8, “Accounting Policies,<br>Changes to Accounting Estimates and Errors”<br>(“the Amendment”), in which it introduces a<br>new definition of “accounting estimates”.<br>Accounting estimates are defined as “monetary<br>amounts in financial statements that are<br>subject to measurement uncertainty”. The<br>Amendment clarifies the distinction between<br>changes in accounting estimates and changes in<br>accounting policies and the correction of errors.<br>The Amendment is to be applied prospectively<br>for annual reporting periods beginning on<br>or after January 1, 2023 and is applicable to<br>changes in accounting policies and changes in<br>accounting estimates that occur on or after the<br>start of that period.<br>The application of the Amendment did not<br>have a material impact on the Company’s<br>interim financial statements.<br>2. Amendment to IAS 12, “Income Taxes:<br>In May 2021, the IASB issued an amendment<br>to IAS 12, “Income Taxes” (“IAS 12”), which<br>narrows the scope of the initial recognition<br>exception under IAS 12.15 and IAS 12.24 (“the<br>Amendment”).<br>According to the recognition guidelines of<br>deferred tax assets and liabilities, IAS 12 excludes<br>recognition of deferred tax assets and liabilities<br>in respect of certain temporary differences<br>arising from the initial recognition of certain<br>NOTES TO CONSOLIDATED STATEMENTS U.S. dollars in thousands | ||||
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| Financial Statements<br>14<br>transactions. This exception is referred to as the<br> “initial recognition exception”. The Amendment<br>narrows the scope of the initial recognition<br>exception and clarifies that it does not apply<br>to the recognition of deferred tax assets and<br>liabilities arising from transactions that are not a<br>business combination and that give rise to equal<br>taxable and deductible temporary differences,<br>even if they meet the other criteria of the initial<br>recognition exception.<br>The Amendment is effective for annual<br>reporting periods beginning on or after<br>January 1, 2023. In relation to leases and<br>decommissioning obligations, the Amendment<br>is applied commencing from the earliest<br>reporting period presented in the financial<br>statements in which the Amendment is initially<br>applied. The cumulative effect of the initial<br>application of the Amendment is recognized<br>as an adjustment to the opening balance of<br>retained earnings (or another component of<br>equity, as appropriate) at that date.<br>The application of the Amendment did not<br>have a material impact on the Company’s<br>interim financial statements.<br>NOTE 3 | REVENUES<br>Six months ended Year ended<br>June 30, December 31,<br>2023 2022 2022<br>Unaudited Audited<br>Revenues for services<br>performed during<br>the period 28,195 30,234 57,869<br>Revenues from sale<br>of devices 810 666 1,129<br>29,005 30,900 58,998<br>NOTES TO CONSOLIDATED STATEMENTS U.S. dollars in thousands<br>NOTE 4 | MATERIAL EVENTS DURING THE<br>REPORTING PERIOD<br>a. During January 2023 and February 2023 the<br>Company received proceeds of approximately<br>CHF 18.7 million (USD 20.3 million) from<br>exercises of 1,703,908 share options granted<br>in the private placements in January 2021<br>and February 2021 and 29,967 options were<br>forfeited. In addition, the underwriters received<br>a cash payment of approximately CHF 1.1<br>million (USD 1.1 million) derived from cash<br>received by the Company from the exercise<br>of the Share Options and 58,498 Units of<br>securities. This payment was offset from the<br>liability to the underwriters recorded in the<br>balance sheet. See also Note 4e. below.<br>b. In April, 2023 the Company’s Board of<br>Directors approved the appointment of Bernd<br>Altpeter as Co-Managing Director of SHL<br>German Operation.<br>c. During the period, the Company’s Board of<br>Directors approved the grant of 423,500 options<br>to Senior managers, under the 2021 Executive and<br>Key Employee Israeli Share Incentive Plan. The<br>options shall vest over a period of 3 years (25%<br>after 1 year, and 9.375% each quarter thereafter).<br>The fair value of options granted ranges from<br>CHF 3.37 to 4.66 ($ 3.76-5.05). The fair value was<br>estimated based on the binomial model using the<br>following data and assumptions: share price range<br>- CHF 9.70-14.80; exercise price range – CHF 9.36-<br>15.56; expected volatility range – 43.87%-46.57%;<br>risk free interest rate range – 0.89%-1.50%;<br>expected dividend – 0%; and expected average<br>life of options range – 3.43-3.49 years.<br>d. On March 31, 2023 the Company announced<br>that the U.S. Securities and Exchange<br>Commission (the “SEC”) declared effective the<br>Company’s registration statement of its securities<br>under the U.S. Securities Exchange Act of 1934,<br>as amended (the “Exchange Act“), in connection<br>with the NASDAQ Listing of its American<br>Depositary Shares (“ADRs”), each representing | ||||
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| Financial Statements<br>15<br>one ordinary share of the Company. The ADRs<br>commenced trading on The NASDAQ Capital<br>Market (the “Nasdaq”), on April 3 2023 under<br>the ticker symbol “SHLT”, in parallel to its<br>ordinary shares continuing to be listed on the<br>Swiss Stock Exchange.<br>e. In March, 2023, in connection with services<br>provided in respect of the exercise of options<br>described in Note 4a. above, the Company<br>signed an agreement with the underwriter for<br>the extension of the exercise period of the<br>Share Options previously granted in 2021 for an<br>additional 2 years until 2025 and for change of<br>the exercise price to NIS 35.64 ($ 9.83) for each<br>Unit of securities (which comprises 1 Ordinary<br>share and 0.5 option to acquire 1 Ordinary<br>share of the Company) and NIS 43.56 ($ 12.01)<br>for each option included in the Unit.<br>The Company used the Black and Scholes<br>option pricing model when estimating the<br>incremental fair value of the Share Options<br>after the modifications described above.<br>The following table lists the significant inputs to<br>the Black and Scholes model used for the fair<br>value measurement of the Share Options:<br>Expected dividend 0%<br>Expected volatility of the share price 41.18%<br>Risk-free interest rate 4.11%<br>Expected average life of options 2.01 years<br>Share price CHF 11.55 ($ 12.53)<br>Based on the above inputs, the total<br>incremental fair value of the Share Options to<br>acquire Units as of the date of the modifications<br>was $ 512 and was recorded as a deduction<br>from Additional paid-in capital arising from the<br>exercise of the options in Note 4a. above with<br>a corresponding increase in the Capital reserve<br>for options.<br>NOTE 5 | SEGMENT INFORMATION<br>As presented in the annual financial statements,<br>the Group operates in three geographic<br>segments: Israel, Europe (principally Germany)<br>and Rest of the world (“Row”).<br>Management monitors the operating results<br>of its geographical units separately for the<br>purpose of making decisions about resource<br>allocation and performance assessment.<br>Segment performance is evaluated based on<br>segment profit. SG&A Group expenses and<br>some research and development expenses are<br>mostly allocated to the separate geographic<br>units. Some corporate expenses, some research<br>and development expenses, finance costs and<br>finance income and income taxes are managed<br>on a group basis and are not allocated to the<br>geographic segments.<br>Revenues are allocated based on the location<br>of the end customer. The Group presents<br>disaggregated revenue information based on<br>types of customers: Individual customers and<br>communities, Institutions and payers (income<br>from service agreements with institutions,<br>insurance companies and HMOs), and others.<br>NOTES TO CONSOLIDATED STATEMENTS U.S. dollars in thousands | |||||
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| Financial Statements<br>16<br>a. Segment revenues:<br>Individuals Institutions<br>and and<br>communities payers Others Total<br>Six months ended June 30, 2023 (unaudited):<br>Europe - 6,831 - 6,831<br>Israel 10,909 10,716 - 21,625<br>Row - - 549 549<br>Total revenues 10,909 17,547 549 29,005<br>Six months ended June 30, 2022 (unaudited):<br>Europe - 7,127 - 7,127<br>Israel 11,202 11,832 - 23,034<br>Row - - 739 739<br>Total revenues 11,202 18,959 739 30,900<br>Year ended December 31, 2022 (audited):<br>Europe - 13,374 - 13,374<br>Israel 22,161 22,977 - 45,138<br>Row - - 486 486<br>Total revenues 22,161 36,351 486 58,998<br>b. Segment profit (loss):<br>Six months ended Year ended<br>June 30, December 31,<br>2023 2022 2022<br>Unaudited Audited<br>Europe (2,672) (1,169) (3,044)<br>Israel 3,976 4,404 8,641<br>Row (1,488) (549) (2,972)<br>(184) 2,686 2,625<br>Unallocated income and expenses:<br>Corporate and<br>R&D expenses (3,737) (3,703) (7,375)<br>Other expenses (529) - (416)<br>Operating loss (4,450) (1,017) (5,166)<br>Financial income, net 3,036 1,336 6,478<br>Profit (loss) before taxes<br>on income (1,414) 319 1,312<br>NOTES TO CONSOLIDATED STATEMENTS U.S. dollars in thousands<br>NOTE 6 | FINANCIAL INSTRUMENTS<br>Fair value:<br>Reconciliation of fair value measurements that are<br>categorized within Level 3 of the fair value hierarchy in<br>financial instruments:<br>Financial instruments<br>Call (put)<br>option to<br>Liability for Liability to non-controlling<br>share options underwriters interests, net Total<br>Balance as of<br>January 1, 2023 (7,164) (1,131) 245 (8,050)<br>Remeasurement recognized in:<br>Profit (loss) 1,848 (15) (488) 1,345<br>Other comprehensive<br>income (loss) (17) 23 2 8<br>Exercise of Share Options<br>into shares 5,333 - - 5,333<br>Payment - 1,123 - 1,123<br>As of June 30, 2023 - - (241) (241)<br>Presented in balance sheet:<br>Put option for non-controlling<br>interests, net - - (241) (241)<br>The Company used the Monte Carlo option pricing<br>model when estimating the fair value of the Put and Call<br>Options granted in the acquisition of Mediton Group.<br>The fair value was estimated using the following data and<br>assumptions: underlying asset value – 34,376; Expected<br>volatility of the share price – 40.9%-42.5%; Discount rate<br> – 14.9%; Risk-free interest rate – 3.86%; Term of option –<br>3.17 years.<br>The following table demonstrates the effect on fair value<br>of a reasonably possible change in the underlying asset<br>value with all other variables held constant:<br>Increase/decrease in Effect on<br>underlying asset value Fair value, net<br>+5% 460<br>-5% (455) | |||||
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| Financial Statements<br>17<br>Information For Investors<br>Capital structure<br>As of June 30, 2023, the issued share capital is<br>divided into 16,386,180 registered shares with<br>a par value of NIS 0.01 each (excluding 1,372<br>ordinary shares of NIS 0.01 par value each held<br>by SHL).<br>Significant shareholders’<br>As of June 30, 2023, SHL was aware of the<br>following shareholders with more than 3% of<br>all voting rights in the company.<br>% %<br>Number of Including Excluding<br>Ordinary Treasury Treasury<br>Shares Held shares shares<br>Mrs. Cai Mengke<br>and Kun Shen 5,969,413 36.43% 36.43%<br>More Provident Funds 1,812,525 11.06% 11.06%<br>Value Base Group 1,368,837 8.35% 8.35%<br>Sphera Funds<br>Management Ltd 819,776 5.00% 5.00%<br>Yariv Alroy 801,456 4.89% 4.89%<br>Danbar Finance Ltd. 760,000 4.64% 4.64%<br>SHL Treasury shares 1,372 0.01% -<br>The above table of Significant Shareholders<br>reflects both actual holdings as of June 30, 2023,<br>after deducting from the total number of shares<br>outstanding 1,372 Ordinary Shares held by SHL,<br>and actual holding as of June 30, 2023 calculated<br>including ordinary shares held by SHL, all as<br>indicated above, but does not reflect holding<br>on a fully diluted basis. All in accordance<br>with notifications received by the Company<br>from shareholders and the SAG registrar as of<br>June 30, 2023.<br>Statistics on SHL Telemedicine<br>as at June 30, 2023<br>Registered shares with a par value of NIS 0.01 each<br>Securities number 1128957<br>Number of shares* 16,386,180<br>Market price high/low (CHF) 15.20/7.90<br>Market capitalization high/low (CHF million) 249.1/129.5<br>Market capitalization 30/06/23 (CHF million) 154.0<br>Share capital – nominal value (NIS) 163,875<br>* Excluding 1,372 ordinary shares held by SHL.<br>Share price development<br>Listing<br>All SHL shares are listed on SIX Swiss Exchange<br>Ticker symbol: SHLTN<br>Currency: CHF<br>Listing date: November 15, 2000<br>SHL American Depository Shares (“ADS”) are<br>listed on the Nasdaq Capital Market Exchange<br>Ticker symbol: SHLT<br>Currency: USD<br>Listing date: April 3, 2023<br>Depository bank: Bank of New York Mellon<br>Investor relations<br>SHL Telemedicine Ltd.<br>Erez Nachtomy, CEO<br>Email: [email protected]<br>Amir Hai, Chief Financial Officer<br>Email: [email protected]<br>90 Yigal Alon St., Tel Aviv 6789130, Israel<br>Tel. ++972 3 561 2212<br>Fax: ++972 3 624 2414 | ||||||
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| Financial Statements<br>18<br>This announcement contains “forward-looking statements” within the meaning of<br>the U.S. Private Securities Litigation Reform<br>Act of 1995, specifically Section 27A of the<br>U.S. Securities Act of 1933, as amended, and<br>Section 21E of the U.S. Securities Exchange<br>Act of 1934, as amended. All statements,<br>other than statements of historical facts,<br>are forward-looking statements, including,<br>the Company’s anticipation with respect to<br>changes in its results of operations from prior<br>periods. Readers are cautioned that forward-looking statements are not guarantees of future<br>performance and involve known and unknown<br>risks, uncertainties and other factors that could<br>cause actual results to differ materially from<br>historical results or any future results expressed<br>or implied by forward-looking statements.<br>Factors that can cause actual results to differ<br>from expectations and those contained in<br>forward-looking statements include those risks<br>described in Item 3.D. “Key Information—<br>Risk Factors” contained in the Company’s<br>Registration Statement on Form 20-F filed with<br>the U.S. Securities Exchange Commission (the<br> “SEC”) on March 28, 2023 and in its subsequent<br>filings and submissions with the SEC, including,<br>but not limited to, the Company’s ability<br>to operate and comply with the complex<br>and evolving regulations in the highly<br>regulated healthcare industry; the continued<br>development, consumer acceptance and<br>market adoption of the Company’s products<br>and services in the relatively new, unproven<br>and volatile and rapidly changing telehealth<br>market; the Company’s ability to develop and<br>Forward Looking Statements<br>introduce new products and solutions and<br>enhancements to existing ones; the significant<br>and increasing levels of competition in the<br>telemedicine market; the impacts of COVID-19<br>and future pandemics and epidemics; the<br>Company’s ability to continue to attract and<br>retain key employees and personal in the<br>highly competitive healthcare industry; the loss<br>or breach of the Company’s proprietary rights<br>and data security and privacy risks; political,<br>judicial, legal, economic and military conditions<br>in Israel and the surrounding region; global<br>economic and financial market conditions<br>and the Company’s ability to adapt to and<br>comply with the different business and market<br>factors, conditions, requirements and laws and<br>regulations in the various countries in which<br>the Company operates internationally; currency<br>fluctuations; labor disputes; the Company’s<br>ability to manage growth and integrate<br>acquired businesses and expanding operations;<br>the Company’s ability to obtain adequate levels<br>of insurance to cover potential losses; the<br>Company’s dependence on key suppliers and<br>sub-contractors and other third parties; and<br>other matters and risks not yet known to the<br>Company or not currently considered material<br>by it. You should not place undue reliance<br>on these forward-looking statements. All<br>written and oral forward-looking statements,<br>attributable to the Company, or persons acting<br>on its behalf, are qualified in their entirety by<br>these cautionary statements. Unless required by<br>law, the Company undertakes no obligation to<br>publicly update or revise any forward-looking<br>statements. | ||||||
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