REG - Windward Ltd. - Final Results
30/03/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230330:nRSd6908Ua&default-theme=true
RNS Number : 6908U Windward Ltd. 30 March 2023
30 March 2023
Windward Ltd.
("Windward", "the Company")
Final Results
Delivering on growth strategy with a growing base of high-margin, recurring
revenues
Windward (https://windward.ai/) (LON: WNWD), a leader in maritime predictive
intelligence, is pleased to announce audited results for the year ended 31
December 2022.
Financial Highlights
● Annual Contract Value (ACV(1)) up 21% to $25.5m (2021: $21.2m)
● Revenue up 25% to $21.6m (2021: $17.4m)
● Gross margin of 71.6% (2021: 72.2%)
● R&D investment for future growth of $12.3m (2021: $9.4m)
● Adjusted EBITDA(2) loss of $12.1m (2021: ($8.6m))
● Cash and cash equivalents of $22.1m as at 31 December 2022
Operational Highlights
● Strong growth in US Government (ACV +40%) and Commercial (ACV +42%), which
now account for more than half of ACV for the first time
● Customer numbers increased significantly to 132 (2021: 83)
● Entry into new customer segment with Supply Chain solution
● New product launches: Russian Risk, Sanctions Compliance Solution,
Non-Maritime Counterparty Due Diligence (CDD) capability, API Insights Lab and
Vessel Fuel Consumption API capability
● Commercial NRR (net retention rate) grew from 99% (2021) to 109% (2022),
demonstrating the successful expansion within existing customer base,
including a number of multi-year expansions with major customers
Outlook
● Continued strong trading in early 2023
● ACV is tracking in line with Board expectations for this point in the year,
and focus on efficiency provides a clear roadmap to positive EBITDA
((1)) ACV, as of a given date, is the total of the value of each contract
divided by the total number of years of the contract.
((2)) EBITDA is earnings before interest, tax, depreciation and amortisation
Ami Daniel, CEO and Co-Founder of Windward said:
"The last twelve months have highlighted the value of our platform and the
responsiveness of our company, giving me great confidence in our ability to
continue to successfully navigate the ongoing challenges of the inflationary
environment, while delivering the insights required by our customers for their
organisations to thrive.
"As we move into 2023, our mission to become the leading decision support
platform for real-time maritime data intelligence through ground-breaking
technology remains unchanged. The increasing risks in maritime trade presented
by the war in the Ukraine, ongoing supply chain delays, and an increasing
pressure to tackle illegal, unreported, and unregulated (IUU) fishing and
associated labour abuses are fuelling demand for our offering. In the wider
market, we see increasing levels of M&A and capital raises, suggesting
this is a golden age for maritime and AI, and as a result, for Windward. Our
technology and team are at the forefront of this market opportunity, ready and
willing to build a global leader in the space."
For more information, please contact:
Windward Ltd. Via Alma PR
Irit Singer, CMO
Canaccord Genuity (Nominated Adviser & Broker) +44(0)20 7523 8000
Simon Bridges / Andrew Potts
Alma PR +44(0)20 3405 0205
Caroline Forde / Kieran Breheny / Pippa Crabtree
About Windward
Windward (LSE:WNWD), a publicly-traded company on the London Stock Exchange,
is a leading Maritime AI company, enabling organizations to achieve business
and operational readiness. Windward's AI-powered solution allows stakeholders
including banks, commodity traders, insurers, and major energy and shipping
companies to make real-time, predictive intelligence-driven decisions,
providing a 360° view of the maritime ecosystem and its broader impact on
safety, security, finance, and business. For more information visit:
https://windward.ai/.
Chairman's statement
2022 has been another landmark year for Windward, in which the Company has
proven its ability to capture market share in the key Commercial and US
Government segments, while continuing to add a range of powerful capabilities
to its unique maritime AI platform.
Our platform pushes the boundaries of comprehensive data and ground-breaking
technology to solve the toughest marine challenges. In a year which has
witnessed the ongoing devastating impact of the Russian invasion of Ukraine
and the lingering effects of the COVID pandemic on the supply chain and
shipping costs, the insights the Windward platform provides have never been
more important - enabling our customers to trade with confidence, manage risks
and drive efficiency across their operations.
The funds raised at IPO in December 2021 have been carefully invested in the
expansion of our R&D teams and sales and marketing activities, with the
benefits of these investments already clear to see in the significant
expansion of our customer base, which now numbers over 130.
However, Windward is not immune to the wider inflationary environment, and in
recognition of the need to ensure costs remain contained, such that the
Company can be financially self-sufficient, the management team have embarked
on a substantial efficiency drive across the organisation. The intention being
for the business to reach breakeven earlier than previously planned, while
continuing to deliver on its product roadmap and growth trajectory.
A growing base of high-margin, recurring revenues
Windward has delivered ACV growth of 21% in the year, exiting 2022 with ACV of
$25.5m, providing a solid basis for further expansion in 2023. While the
overall rate of growth was impacted by lower than anticipated levels of
renewals in Non-US government customers (specifically an EMEA customer which
we expect to renew in H1 2023). This still represents 40% ACV growth in our
strategic areas of focus: Commercial and US government, where we see far
greater opportunity and more predictable revenues.
Revenue increased 25% to $21.6m (2021: $17.4m), with an adjusted EBITDA loss
of $12.1m (2021: $8.6m). The Company remains well capitalised with net cash of
$22.1m at year end, significantly more than required to meet its expected
costs, and enters 2023 in an enhanced strategic position, due to its expanded
offering, capabilities, broader customer base and supportive market drivers.
People and culture
The Windward team expanded considerably during 2022 and now numbers 150 people
across its four locations, all bonded by a shared culture and vision. The pace
of innovation at Windward is extraordinary, and this is undoubtedly due to the
passion, commitment and drive of its people. On behalf of the Board, I would
like to extend my thanks to them all for their part in the Company's ongoing
success.
ESG
With our central purpose in mind, we are committed to progressing matters
concerning Environment, Social and Governance across our offerings, the way we
approach our employees and the communities in which we serve.
Given the reality of the current energy trilemma of climate change, security
and affordability, we are assisting decarbonisation and energy efficiency.
Essential to the global economy is the application of innovative
technologies which are likely to play an increasingly critical role in
transforming the world we live in for the better. Our work on sanctions
assists in defining energy security.
Windward has expanded its Data for Decarbonisation initiative, enabling all
stakeholders in the industry to partner and contribute data to support the
future reduction of emissions. This led to the launch in Q3 of Windward's
Vessel Fuel Consumption API, which provides fuel consumption assessments with
up to 95% accuracy, on average, per voyage, resulting in up to 10% fuel
savings. The solution has the potential to play a significant role in the
reduction of fuel consumption by ships and we are committed to continuing to
innovate, to support the decarbonisation agenda, and ultimately, contribute to
more sustainable and environmentally friendly practices across the maritime
space.
Outlook
With an increasingly broad and blue-chip customer base, expanding offering and
industry leading levels of innovation, I remain convinced Windward is only at
the start of its growth trajectory. The legislative and practical complexity
within the maritime industry is increasing and visibility remains low -
meaning a range of maritime actors increasingly require sophisticated and
comprehensive analysis and insights in order to manage their risks and
compliance, adhere to sanctions, and drive efficiencies.
This growing demand represents a huge opportunity for Windward, against which
the team have proven their ability to execute. The business has entered 2023
with a focus on efficiency alongside growth, and the Board are confident in a
successful year ahead.
Edmund John Phillip Browne,
The Lord Browne of Madingley
Non-Executive Chairman
CEO statement
I am pleased with the Company's progress against our key strategic objectives
in our first full year as a publicly traded company. We have expanded our
offering to enter new areas of the maritime industry and secured many new
customers, including some of the world's largest energy companies.
We have seen Annual Contract Value (ACV) from our two core market segments of
US Government and Commercial both grow by 40%, meaning they now account for
more than half of our ACV for the first time, demonstrating the applicability
of our offerings to these significant parts of the maritime market.
The growth in our customer numbers in the year, from 83 to over 130 by year
end, demonstrates the applicability of our offerings and effectiveness of our
sales and marketing activities, while also providing a considerable expansion
opportunity for Windward moving forward, with customers typically growing
their use of the platform over time.
Commercial NRR (net retention rate) grew from 99% (2021) to 109% (2022).
Overall, ACV growth remained healthy at 21%, reaching $25.5m (2021: $21.2m),
resulting in revenue growth of 25% to $21.6m (2021: $17.4m). Significant
customer expansions include multi-year contracts with Shell and Gard. With our
strategic focus areas of Commercial and US Government segments now the larger
part of our business, and a lower level of Non-US Government renewals due in
the current year, we are confident we will continue to see growth in ACV in
2023.
Focus on efficiency and optimisation
As reported in our trading update for FY22 on 12 January 2023, as part of our
strategy to accelerate the time taken to reach profitability, the management
team has introduced cost reduction measures across our operations to ensure
our cost base for 2023 does not exceed the 2022 level. Certain efficiencies
have been identified, including reductions in our cloud hosting costs, a
freeze on management pay and a careful reduction in headcount and the use of
consultants. As a result of these measures, in combination with the
considerable opportunity to rapidly scale our high margin subscription
revenues from existing and new clients, we are targeting to reach EBITDA
breakeven earlier than as previously stated in 2024. More than anything, it's
a mindset that we have driven throughout the Company and it is being
positively adopted.
The Company remains well capitalised, with net cash of $22.1m at year end,
more than required to meet our plans to reach breakeven and the management
team believes 2023 will show an improved performance over 2022.
Growing profile and capabilities
2022 saw Windward's profile increase considerably, both through the use of our
insights within the international business press regarding the impact of the
Russian invasion on Ukraine on the shipping industry and trade, as well as
through the winning of high-profile new customers. We are now a recognised
challenger to some of the more traditional data providers to the maritime
industry, and we are confident that our approach to the fusion of deep
artificial intelligence capabilities with maritime expertise will continue to
set us apart.
Innovation is expanding our opportunity
We believe that we can always do better and are continuously upgrading our
data and technologies to deliver better, faster, and more powerful maritime AI
solutions for the entire maritime supply chain.
In 2022, we entered the supply chain market which is orders of magnitude
larger than others we have been operating in. After launching our Ocean
Freight Visibility solution, we have signed up more than two dozen clients,
including importers / exporters, logistics service providers and key port
operators. The products rely heavily on our data platform and utilise our
mature AI capabilities.
We have also expanded our product suite to our trading and shipping customer
base by launching our Vessel Fuel Consumption product, a differentiated AI
solution providing fuel consumption assessments with up to 95% accuracy on
average per voyage, enabling stakeholders to optimise chartering decisions and
manage their carbon footprint, while increasing economic efficiency.
With initial early results indicating return on investment of up to $70k per
voyage, we believe our carbon solution will be attractive both to existing and
new customers and hope to report on positive interest from across our customer
base as we progress through the year.
Key focus areas for 2023
Entering the new financial year, we continue to expand our insights and
innovation across our platform while capturing the growing industry
demand.
Our key focus areas are to:
1. Expand our commercial customer base and take our Fuel Consumption
product to market.
2. Build our supply chain business.
3. Expand our customer base in the US Government market and deepen our
reach into the Defense space, aiming to sign multi year contracts.
4. Retain existing business in the RoW government and achieve modest
growth in this segment.
The hard work and talent of our teams continues to play an instrumental role
in our success. I would like to express my gratitude to all our colleagues for
their part in our shared ambition to drive innovation and transform the
maritime market.
Current trading and outlook
Trading in the first few months of 2023 is progressing well. ACV is tracking
in line with our expectations for this point in the year, and our focus on
efficiency provides a clear roadmap to positive EBITDA.
The last twelve months have highlighted the value of our platform and the
responsiveness of our company, giving me great confidence in our ability to
continue to successfully navigate the ongoing challenges of the inflationary
environment, while delivering the insights required by our customers for their
organisations to thrive.
As we move into 2023, our mission to become the leading decision support
platform for real-time maritime data intelligence through ground-breaking
technology remains unchanged. The increasing risks in maritime trade presented
by the war in the Ukraine, ongoing supply chain delays, and an increasing
pressure to tackle illegal, unreported, and unregulated (IUU) fishing and
associated labour abuses are fuelling demand for our offering. In the wider
market, we see increasing levels of M&A and capital raises, suggesting
this is a golden age for maritime and AI, and as a result, for Windward. Our
technology and team are at the forefront of this market opportunity, ready and
willing to build a global leader in the space.
Delivering on our growth strategy: four pillars to capture market demand
and widen scope of services
1.LAND AND EXPAND
A core element of Windward's strategy is to focus on deepening its customer
relationships through expanding the level and range of services it offers to
customers following an initial project.
We have built a SaaS platform, delivering our solution over a cloud
infrastructure and contracting with clients on a subscription basis. This
ensures not only high levels of recurring revenue and visibility of revenue
but also underpins our key strategic opportunity of upselling additional
services and modules to our clients as we develop and release them.
In 2022, in view of the increased need to monitor maritime compliance
requirements, ongoing supply chain delays and the ongoing drive to secure
efficiencies across all industries, many of the Company's customers expanded
their use of the platform in the year.
Commercial NRR grew from 99% to 109%.
Key expansions with existing customers in the year include:
● a significant upsell with an existing US Federal customer,
representing a 70% contract growth and extending the contract period for up to
five years
● growth in one of our supermajor accounts
● tripling of ACV for a RoW Caribbean customer, including a
multi-year agreement
● two year extension with an Indian Government customer,
representing 50% growth in ACV.
2. WINNING NEW ENTERPRISE AND GOVERNMENTAL CUSTOMERS
Windward segments its customers into three areas; Commercial, US Government
and Rest of World (RoW) Government. Across these areas, Windward continued
its rate of customer acquisition during the period, adding more than 50 new
customers in the year, taking our total to over 130.
In line with its diversification strategy, Windward saw strong growth in its
US Government and Commercial segments in particular during the year, with
these segments now accounting for over 50% of the ACV, and growing
year-on-year by more than 40%.
Key new customers secured during the year included:
● a three-year enterprise contract with one of the world's largest
publicly traded international oil and gas companies, adding to the existing
blue-chip energy firms already utilising Windward's services
● a two year contract with a North American Energy company
● a $6m three-year contract with an EMEA government customer.
Having launched our Ocean Freight Visibility (OFV) solution in February 2022,
we signed over 20 new customers for this service from across the significant
new market segments opened up by this product, including freight forwarders
and cargo owners. Key customers include DSV, LF Logistics and Nippon Express.
3. EXPANDING THE GO-TO-MARKET APPROACH TO FURTHER INCREASE THE ADDRESSABLE
MARKET
While our sales are typically carried out directly, and we expect this to be
the primary route to market for some time to come, we have begun to explore
new initiatives to widen our market reach, such as the announcement during
the year of a partnership with Sea/, the world's first end-to-end digital
shipping platform, which will see the joint delivery of a solution to enable
Sea's customers to increase efficiency in chartering negotiations
by streamlining compliance and due diligence processes.
4. INNOVATION / PRODUCT EXPANSION
Ensuring our platform remains an innovative and compelling option across our
target markets is a core priority for Windward. Accordingly, as part of its
strategy, the Company has focused on increasing the number of solutions and
insights to support existing customers and target new markets during the
period. These enhancements help to further embed our relationships with
existing customers as well as opening up Windward to new customers and
markets.
Key solutions released in 2022 include:
Ocean Freight Visibility
In February, the launch of our ground-breaking Ocean Freight Visibility
solution to resolve one of the most critical issues currently affecting the
maritime ecosystem - the lack of visibility over the supply chain. Powered by
large datasets, the solution alerts freight forwarders and cargo owners to any
potential delays to the shipping of their cargo, in real time, enabling these
stakeholders to prepare for changes, communicate properly to their customers -
and ultimately improve their planning.
New AI prediction capabilities were launched in June to complement the OFV
solution, which provide accurate and reliable estimated time of arrival
predictions and real-time visibility into container and vessel journeys,
meaning customers can plan according to ongoing changes and disruptions to
their supply chain.
"Russia" sanctions solution
In March we launched our "Russia" sanctions solution to support organisations
in navigating newly introduced sanctions.
API Insights Lab
In June, we launched our API Insights Lab, meaning customers and partners are
able to integrate Windward's artificial intelligence directly into their
internal systems. We have seen first revenues from this product during 2022
and expect further growth in 2023.
Vessel Fuel Consumption API
In October, we launched our Vessel Fuel Consumption API, a differentiated AI
solution providing fuel consumption assessments with up to 95% accuracy on
average per voyage, as well as actionable insights.
Other areas of expansion include the introduction of a Non-Maritime
Counterparty Due Diligence (CDD) capability, enabling Windward's customers to
complete their due-diligence process with full third-party screenings all in
one platform; and the expansion of Windward's maritime risk Insights platform
to include illegal, unregulated, and unreported (IUU) fishing, provide law
enforcement and government agencies a holistic view of the implications of
this practice.
Ami Daniel
Co-founder and CEO
Financial Review
Windward management and Board regularly review metrics, including the
following KPIs, to assess its performance, identify trends, develop financial
projections and make strategic decisions. For a review of the key financial
metrics, see below.
A KEY DRIVER OF FUTURE REVENUE IS ANNUAL CONTRACT VALUE (ACV)
ACV is a non-IFRS measure defined as the sum of all ACV for customers as of
the measurement date. The ACV for each customer is the annual committed
subscription value of each order booked for which Windward will be entitled to
recognise revenue. For example, a contract for $1m with a committed
contractual term of two years would have ACV of $0.5m, making the assumption
for any period that the customer renews under the same terms and conditions.
As at 31 December 2022, Windward increased its ACV by 21% over 31 December
2021, driven primarily by the increase in customers from 83 to 132 over the
same period, and to a lesser extent by an increase in upsells to existing
customers made possible by expansion of the number of users or the product
set. Growth in ACV has been in the USA Gov and Commercial markets while in ROW
Gov there was a slight decrease in ACV due to higher than normal churn.
KEY PERFORMANCE INDICATORS ("KPIS") ($ IN THOUSANDS)
ACV 2022 ($'000) 2021 ($'000) % change
ROW Gov 11,534 11,239 3%
USA Gov 7,381 5,271 40%
Commercial 6,622 4,664 42%
Total 25,536 21,174 21%
Revenues
ROW Gov 9,986 10,059 (1%)
USA Gov 6,041 3,666 64%
Commercial 5,616 3,626 55%
Total 21,643 17,351 25%
Number of Customers Count Count
ROW Gov 20 18 11%
USA Gov 15 13 15%
Commercial 97 52 87%
Total 132 83 59%
We separate our Government customers into two market segments: Government
outside USA (ROW) and USA Government. We do this as the buying cycle and
pricing for each segment is different. For Government ROW, in most cases
Windward is responding to a Request for Proposal ("RFP") process which can
take between 9 to 18 months to conclude. For USA Government Windward typically
sells a subscription-based solution on a price per user basis. Historically
most of the annual awards from the U.S. Government agencies are linked to the
U.S. Federal budget cycle which concludes annually at the end of September.
At the end of December 2022 our largest customer was at 10.9% (2021: 12.8%)
of ACV and the next 5 biggest customers together were 26.9% (2021: 29.6%) of
ACV.
The annual ACV churn rate is defined as the value of contracts lost from the
existing customer base one year prior to the measurement date, as a proportion
of the total ACV value of that existing customer base. The churn rate reflects
customer losses and contractions but not any customer expansions of existing
contracts.
Churn in 2022 was 19.5% (32% in ROW Gov and 5% in the other markets) compared
to 5.7% in 2021. This higher than usual ROW Gov churn was due to losing 2
customers and 1 delayed renewal (expected to be renewed in H1 2023).
FINANCIAL OVERVIEW as of 31 December:
2022 ($'000) 2021 ($'000) Change %
Revenues 21,643 17,351 24.7%
Cost of revenues 6,146 4,816 27.6%
Gross Profit 15,497 12,535 23.3%
Gross Margin 71.6% 72.2%
R&D 12,306 9,405 30.8%
S&M 13,173 9,805 34.3%
G&A 5,528 3,222 71.6%
IPO-related expenses 2,628
Total operating expenses 31,007 25,060 23.7%
Operating loss (15,510) (12,525) 23.8%
Adjusted Operating loss (15,510) (9,897) 56.7%
EBITDA (12,112) (11,241) 7.7%
Adjusted EBITDA (12,112) (8,613) 40.6%
REVENUE
Revenue increased by 24.7% to $21.6m (2021: $17.4m). This increase was driven
by 64% growth and 55% growth in our USA Government and Commercial segments
respectively mostly from new customers adopting our solution for the first
time. ROW Government decreased 1% in 2022 because of the high churn.
Gross margin
Gross margin decreased slightly to 71.6% in 2022 (72.5% in 2021), primarily
due to hiring additional staff to support the growing number of customers and
the continued investment in additional data required to support the compliance
and the Ocean Freight Visibility offering and higher hosting costs. We expect
margins to improve over time.
R&D
Research and development increased 30.8% from $9.4m in 2021 to $12.3m in 2022
as additional personnel were hired to support the development of new products
as well as improving our existing solution and higher than normal wage
increases because of the ongoing inflation. All R&D costs are expensed
as they occur, we do not capitalise R&D costs.
S&M
Sales and marketing increased 34.3% from $9.8m in 2021 to $13.2m in 2022. The
main reason for the increase was hiring additional sales managers in US, and
Europe. In addition, we established a marketing team to support the increased
focus on winning contracts in the commercial segment.
G&A
General and administrative expenses increased 71.6% from $3.2m in 2021 to
$5.5m in 2022 reflecting the increased level of business activity and the
company being a public company from December 2021.
CURRENCY EFFECT
Approximately 60% of the annual operating expenses are incurred in New Israeli
Shekels (NIS), whilst most of the revenue is invoiced in USD and consequently
the Company reports in USD. The average exchange rate between NIS and $
increased by 4% in 2022 versus 2021. Between January 1 and 30 June 2022, the $
has strengthened against GBP by approximately 11% and against the NIS and Euro
by approximately 8%. During this period the company maintained its cash
balances in all those currencies. This change resulted in $2.9m of reported
exchange rate losses as part of financial expenses in 2022.
EBITDA and Adjusted EBITDA
We define EBITDA as profit before depreciation, amortisation, interest, tax
and share-based payment charges and associated employer tax charges.
Adjusted EBITDA for 2021 excluded $2.6m of IPO related expenses.
Statement of financial position
CASH AND CASH EQUIVALENTS
Windward had cash and cash equivalents on 31 December 2022 of $22.1m, a
decrease of $21.5m from 31 December 2021. The decrease in cash was due to
IPO related payments of $4.5m that were paid in early 2022, cash used for
operations amounting to $13.8m and $3.1m exchange rate losses on cash and cash
equivalents we held in currencies other than the $ mainly GBP, NIS, and Euro.
CASH FLOW
Windward used $13.8m to finance operating activities in 2022, a 123% increase
from the $6.2m used in 2021. An additional $4.5m was used as payments related
to the December 2021 IPO process relating to the exercise of options and sale
of shares by certain existing option holders, where the Company acted as a
paying agent.
Ofer Segev
Chief Financial Officer
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year ended December 31
Note 2022 2021
U.S. dollars in thousands (except share and per share data)
REVENUES 13 21,643 17,351
COST OF REVENUES 14 6,146 4,816
GROSS PROFIT 15,497 12,535
OPERATING EXPENSES:
Research and development, net 14 12,306 9,405
Sales and marketing 14 13,173 9,805
General and administration 14 5,528 3,222
Initial Public Offering issuance costs 1b - 2,628
TOTAL OPERATING EXPENSES 31,007 25,060
OPERATING LOSS (15,510) (12,525)
FINANCIAL EXPENSES (INCOME), NET:
Financial expenses 3,946 593
Financial income 257 1
Total financial expenses, net 14 3,689 592
LOSS FOR THE YEAR (19,199) (13,117)
Loss per share attributable to the ordinary equity holders of the Company:
Basic and diluted Loss per share 17 (0.22) (0.55)
The accompanying notes are an integral part of the financial statements
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
December 31
Note 2022 2021
U.S. dollars in thousands
Assets
CURRENT ASSETS:
Cash and cash equivalents 4 22,141 43,688
Trade receivables 5 2,448 1,646
Other receivables 5 2,861 1,431
TOTAL CURRENT ASSETS 27,450 46,765
NON-CURRENT ASSETS:
Restricted deposit 12 1,143 1,178
Property and equipment, net 6 796 803
Right-of-Use asset 7 1,956 386
TOTAL NON-CURRENT ASSETS 3,895 2,367
TOTAL ASSETS 31,345 49,132
Liabilities and shareholders' equity
CURRENT LIABILITIES:
Trade payable 878 493
Current maturities of lease liabilities 7 320 503
Other payable 8a 3,637 3,507
Other payable related to Initial Public Offering 8b - 4,541
Deferred revenues 13 8,315 7,467
TOTAL CURRENT LIABILITIES 13,150 16,511
NON-CURRENT LIABILITIES:
Liability for employee rights upon retirement, net 57 64
Deferred revenues 4,078 4,395
Lease liability 7 1,725 -
TOTAL NON-CURRENT LIABILITIES 5,860 4,459
TOTAL LIABILITIES 19,010 20,970
COMMITMENTS 12
SHAREHOLDERS' EQUITY:
Ordinary Shares of 0.002 NIS par value 9 27 27
Additional paid-in capital 9,10 80,858 77,486
Accumulated deficit (68,550) (49,351)
TOTAL SHAREHOLDERS' EQUITY 12,335 28,162
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 31,345 49,132
Ami Daniel Ofer Segev
Chief Executive Officer Group Chief Financial Officer
Date of approval of the consolidated financial statements by the Company's
Board of Directors: 28 March 2023.
The accompanying notes are an integral part of the financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Ordinary shares Preferred shares Additional paid-in capital Accumulated deficit Total
U.S. dollars in thousands
BALANCE AS OF DECEMBER 31, 2020 6 8 40,161 (36,234) 3,941
CHANGES DURING 2021:
Exercise of options by employees (*) - 414 - 414
Share based compensation - - 682 - 682
Issuance of convertible financing agreement - - 3,300 - 3,300
Issuance of Shares, net (less issuance costs) 21 (8) 32,929 - 32,942
Loss for the year - - - (13,117) (13,117)
BALANCE AS OF DECEMBER 31, 2021 27 - 77,486 (49,351) 28,162
CHANGES DURING 2022:
Exercise of options by employees (*) - 536 - 536
Share based compensation - - 2,836 - 2,836
Loss for the year - - - (19,199) (19,199)
BALANCE AS OF DECEMBER 31, 2022 27 - 80,858 (68,550) 12,335
* Represents an amount lower than 1 thousand U.S dollar
The accompanying
notes are an integral part of the financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
2022 2021
U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the year (19,199) (13,117)
Adjustments to reconcile loss for the year to net cash used in operating
activities:
Depreciation 562 602
Share based compensation expenses 2,836 682
Effect of exchange rate 3,127 (451)
Finance expenses of lease liabilities 79 13
Changes in asset and liability items:
Decrease (increase) in trade receivables (802) (1,091)
Increase in other receivables (1,430) (238)
Increase (decrease) in trade payables 385 (141)
Increase (decrease) in other payables and accruals (681) 1,776
Increase in deferred revenues 531 5,808
Increase (decrease) in accrued severance pay, net (7) (26)
Net cash used in operating activities (14,599) (6,183)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (182) (159)
Increase (decrease) in restricted deposit 17 (153)
Net cash used in investing activities (165) (312)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of options 536 414
Repayment of Israel Innovation Authority loan - (96)
Funds received (paid) in respect of the sale of shares by shareholders and
consultants in connection with the Initial Public Offering (See also note 8)
(3,730) 3,730
Principal elements of lease payments (411) (438)
Interest paid (71) (49)
Issuance of Shares, net (less issuance cost) - 32,942
Proceed from convertible loan agreement - 3,300
Net cash provided by (used in) financing activities (3,676) 39,803
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (18,440) 33,308
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 43,688 9,914
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (3,107) 466
BALANCE OF CASH AND CASH EQUIVALENTS AT END OF YEAR 22,141 43,688
The accompanying notes are an integral part of the financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
a. Windward Ltd. (the "Company" or and its subsidiaries the "Group") was
incorporated in Israel and commenced its operations in January 2010. The
registered office of the Company is Ha-Shlosha St 2, Tel Aviv-Yafo, Israel.
Windward is a leading maritime AI company, providing an all-in-one platform
for risk management and maritime domain awareness needs. The Company has
established two wholly owned subsidiaries in the United Kingdom and one in the
United States, that provide sales and marketing services to the Company.
b. On December 6, 2021, the Company completed a process of listing its
existing shares and issuing new shares on the AIM market of the London Stock
Exchange (the IPO). As part of the IPO, the Company issued 16,956,255 new
ordinary shares, with a par value of NIS 0.002. In addition, as part of the
IPO the convertible loan agreement converted to 2,035,317 ordinary shares,
with a par value of NIS 0.002 and all the preferred shares that existed prior
to the IPO were converted into 14,300,405 ordinary shares of par value NIS
0.002.
The gross issue proceeds amounted to approximately GBP 26,300 thousand
($35,000 thousands). The Company incurred transaction costs in the amount of
approximately $4,686 thousands which were attributed $2,058 thousands for the
issue of the new shares and were charged directly to equity and $2,628
thousands were attributed to listing for trading of existing shares and
charged to the income statement. As a result of the above, the Company
recorded a total of approximately $32,942 thousands to equity.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
a. Basis of presentation of the consolidated financial statements
The consolidated historical financial information presents the financial track
record of the Group for the two years ended December 31, 2022 and have been
prepared in accordance with International Financial Reporting Standards (IFRS)
and interpretations issued by the IFRS Interpretations Committee (IFRS IC)
applicable to companies reporting under IFRS. The financial statements comply
with IFRS as issued by the International Accounting Standards Board (IASB).
The significant accounting policies described below have been applied
consistently in relation to all the reporting periods, unless otherwise
stated.
In determining and applying accounting policies, the management are required
to make judgements and estimates in respect of items where the choice of
specific policy, accounting judgement, estimate or assumption to be followed
could materially affect the Group's reported financial position, results or
cash flows and disclosure of contingent assets or liabilities during the
reporting period; it may later be determined that a different choice may have
been more appropriate. The Group 's critical accounting judgements and key
sources of estimation uncertainty are detailed in note 3. Actual outcomes
could differ from those estimates. The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision
affects only that period; they are recognised in the period of the revision
and future periods if the revision affects both current and future periods.
The financial information has been prepared under the historical cost
convention, subject to adjustments in respect of revaluation of financial
liabilities at fair value through profit or loss presented at fair value.
b. Functional and presentation currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates is U.S. dollar ("$" or "dollar"). The consolidated
financial statements are presented in U.S. dollar ("$" or "dollar") currency
units, which is the Company and its subsidiaries functional currency and the
group presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions, and from
the translation of monetary assets and liabilities denominated in foreign
currencies at year end exchange rates, are generally recognised in profit or
loss. All other foreign exchange gains and losses are presented in the
statement of profit or loss on a net basis within financial expenses/income.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was
determined. Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss.
c. Principals of consolidation
Subsidiaries are all entities over which the Group has control. The Group
controls an entity where the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group.
Inter-Company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the transferred
asset. Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group.
d. Cash and cash equivalents
All highly liquid investments, which include short-term bank deposits, that
are not restricted as to withdrawal or use, and short-term debentures, the
period to maturity of which do not exceed three months at the time of
investment, are considered to be cash equivalents. Cash and cash equivalents
exclude restricted cash.
e. Restricted deposit
Restricted deposits consist of cash deposits for office lease, credit card
guarantee, guarantees required under a customer agreement. These deposits
serve a collateral for bank guarantees.
f. Property and equipment
Property and equipment are stated at cost, net of accumulated depreciation.
Depreciation is calculated by the straight-line basis over the estimated
useful lives to their residual value of the related assets of the assets at
the following annual rates:
%
Computers 15-33
Office furniture and equipment 7-15
Leasehold improvements are amortised utilising the straight-line method over
the expected term of the lease.
g. Impairment of long-lived assets
The Company evaluates the need to record an impairment of the
carrying amount of non-financial assets whenever events or changes in
circumstances indicate that the carrying amount of the asset is not
recoverable. Where the carrying amount of a non-financial asset exceeds its
recoverable amount, the asset is considered impaired and is written down to
its recoverable amount. The recoverable amount is the higher of an asset's
fair value less costs to sell and its value in use. In assessing value in use,
the estimated future cash flows are discounted using a pre-tax discount rate
that reflects current market assessments specific to the asset. The
recoverable amount of an asset that does not generate independent cash flows
is determined for the cash-generating unit to which the asset relates. For all
reporting periods no impairment losses have been identified.
h. Revenue recognition
Revenue from rendering of services is recognised over time, during the period
the customer simultaneously receives and consumes the benefits provided by the
Company's performance. The Company charges its customers based on payment
terms agreed upon in specific agreements. When payments are made before or
after the service is performed, the Company recognises the resulting contract
asset or liability.
Transactions with financing:
The Company has elected to apply the practical expedient allowed by IFRS 15
according to which the Company does not separate the financing component in
transactions for which the period of financing is one year or less and
recognises revenue in the amount of the consideration stated in the contract
even if the customer pays for the goods or services before or subsequent to
their receipt.
The Company derives its revenue from-subscription fees from customers
accessing the Company's enterprise cloud computing services (Software as a
Service). The Company's agreements do not provide
customers with the right to take possession of the software supporting the
applications and, as a result, are accounted for as service contracts.
In order to obtain certain contracts with customers, the Company incurs
incremental costs in obtaining the contract (such as sales commissions which
are contingent on making binding sales). Costs incurred in obtaining the
contract with the customer which would not have been incurred if the contract
had not been obtained and which the Company expects to recover are recognised
as an asset and amortised on a systematic basis that is consistent with the
provision of the services under the specific contract.
Revenues are primarily recognised ratably as the service is provided to the
customer and consist of fees paid for secured network connectivity services.
i. Employee benefit liabilities
1. Short-term employee benefits:
Liabilities for wages and salaries, including non-monetary benefits, annual
leave and accumulating sick leave that are expected to be settled wholly
within 12 months after the end of the period in which the employees render the
related service are recognised in respect of employees' services up to the end
of the reporting period and are measured at the amounts expected to be paid
when the liabilities are settled. The liabilities are presented as current
employee benefit obligations in the balance sheet.
2. Post-employment benefits:
For defined contribution plans, the Group pays contributions to publicly or
privately administered pension insurance plans on a mandatory, contractual or
voluntary basis. The Group has no further payment obligations once the
contributions have been paid. The contributions are recognised as employee
benefit expense when they are due. Prepaid contributions are recognised as an
asset to the extent that a cash refund or a reduction in the future payments
is available.
Israeli labour law generally requires payment of severance pay upon dismissal
of an employee or upon termination of employment in certain other
circumstances. Company's pension and severance pay liability to certain
employees is covered mainly by purchase of insurance policies. Pursuant to
section 14 of the Severance Compensation Act, 1963 ("section 14"), some of the
Company's employees are entitled to monthly deposits, at a rate of 8.33% of
their monthly salary, made in their name with insurance companies. Payments in
accordance with section 14 relieve the Company from any future severance
payments in respect of those employees and as such the Company may only
utilise the insurance policies for the purpose of disbursement of severance
pay. The Company has recorded a severance pay liability for the amount that
would be paid if certain of the employees that are not subject to section 14,
were terminated at the balance sheet date, in accordance with Israeli labour
law. This liability is computed based upon the number of years of service
multiplied by their monthly salary, net of the amount deposited.
j. Share based compensation
The Company's employees are entitled to remuneration in the form of
equity-settled share-based payment transactions.
Equity-settled transactions:
The cost of equity-settled transactions with employees is measured at the fair
value of the equity instruments granted at grant date. The fair value is
determined using an acceptable option pricing model.
As for other service providers, the cost of the transactions is measured at
the fair value of the goods or services received as consideration for equity
instruments granted. The cost of equity-settled transactions is recognised in
profit or loss together with a corresponding increase in equity during the
period which the performance and/or service conditions are to be satisfied
ending on the date on which the relevant employees become entitled to the
award ("the vesting period"). The cumulative expense recognised for
equity-settled transactions at the end of each reporting period until the
vesting date reflects the extent to which the vesting period has expired and
the Group's best estimate of the number of equity instruments that will
ultimately vest.
No expense is recognised for awards that do not ultimately vest, except for
awards where vesting is conditional upon a market condition, which are treated
as vesting irrespective of whether the market condition is satisfied, provided
that all other vesting conditions (service and/or performance) are satisfied.
If the Company modifies the conditions on which equity-instruments were
granted, an additional expense is recognised for any modification that
increases the total fair value of the share-based payment arrangement or is
otherwise beneficial to the employee/other service provider at the
modification date.
If a grant of an equity instrument is canceled, it is accounted for as if it
had vested on the cancelation date and any expense not yet recognised for the
grant is recognised immediately. However, if a new grant replaces the canceled
grant and is identified as a replacement grant on the grant date, the canceled
and new grants are accounted for as a modification of the original grant, as
described above.
k. Income taxes
The income tax expense or credit for the period is the tax payable on the
current period's taxable income, based on the applicable income tax rate for
each jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries where the Company and its subsidiaries and associates operate and
generate taxable income. Management periodically evaluates positions taken in
tax returns with respect to situations in which applicable tax regulation is
subject to interpretation and considers whether it is probable that a taxation
authority will accept an uncertain tax treatment. The Group measures its tax
balances either based on the most likely amount or the expected value,
depending on which method provides a better prediction of the resolution of
the uncertainty.
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However,
deferred tax liabilities are not recognised if they arise from the initial
recognition of goodwill.
Deferred income tax is also not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a business
combination that, at the time of the transaction, affects neither accounting
nor taxable profit or loss. Deferred income tax is determined using tax rates
(and laws) that have been enacted or substantively enacted by the end of the
reporting period and are expected to apply when the related deferred income
tax asset is realised, or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable
amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary
differences between the carrying amount and tax bases of investments in
subsidiaries where the Company is able to control the timing of the reversal
of the temporary differences and it is probable that the differences will not
reverse in the foreseeable future.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right to offset current tax assets and liabilities and where the
deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to
realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent
that it relates to items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
l. Research and development costs
Costs associated with maintaining software programmers are recognised as an
expense as incurred. Development costs that are directly attributable to the
design and testing of identifiable and unique software products controlled by
the Group are recognised as intangible assets where the following criteria are
met:
· it is technically feasible to complete the software so that it will
be available for use.
· management intends to complete the software and use or sell it.
· there is an ability to use or sell the software.
· it can be demonstrated how the software will generate probable future
economic
benefits.
· adequate technical, financial and other resources to complete the
development and to
use or sell the software are available, and
· the expenditure attributable to the software during its development
can be reliably
measured.
When an internally developed intangible asset cannot be recognised, the
development costs are recognised as an expense in profit or loss as incurred.
Development costs previously recognised as an expense are not recognised as an
asset in a subsequent period.
For all the reporting periods, the above criteria have not been met and
therefore all development costs have been recognised as an expense in profit
or loss.
m. Leases
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:
· fixed payments (including in-substance fixed payments), less any
lease incentives receivable
· variable lease payment that are based on an index or a rate,
initially measured using the index or rate as at the commencement date
· amounts expected to be payable by the Group under residual value
guarantees
· the exercise price of a purchase option if the Group is reasonably
certain to exercise that option, and
· payments of penalties for terminating the lease, if the lease term
reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case
for leases in the Group, the lessee's incremental borrowing rate is used,
being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right-of-use asset
in a similar economic environment with similar terms, security and conditions.
The Group is exposed to potential future increases in variable lease payments
based on an index or rate, which are not included in the lease liability until
they take effect. When adjustments to lease payments based on an index or rate
take effect, the lease liability is reassessed and adjusted against the
right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period. The Company has not elected to apply the practical expedient
in the Standard and separate the lease components from the non-lease
components.
Right-of-use assets are measured at cost comprising the following:
· the amount of the initial measurement of lease liability
· any lease payments made at or before the commencement date less any
lease incentives received
· any initial direct costs, and
· restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
Payments associated with short-term leases of equipment and vehicles and all
leases of low-value assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a lease term of
12 months or less without a purchase option.
n. Financial instruments
1. Financial assets:
Financial assets are measured upon initial recognition at fair value (except
trade receivables) plus transaction costs that are directly attributable to
the acquisition of the financial assets, except for financial assets measured
at fair value through profit or loss in respect of which transaction costs are
recorded in profit or loss.
Trade receivables are recognised initially at the amount of consideration that
is unconditional, unless they contain significant financing components when
they are recognised at fair value. They are subsequently measured at amortised
cost using the effective interest method, less expected credit loss allowance.
The Company classifies and measures debt instruments in the financial
statements based on the following criteria:
- The Company's business model for managing financial assets; and
- The contractual cash flow terms of the financial asset.
2. Impairment of financial assets:
The Company evaluates at the end of each reporting period the loss allowance
for financial debt instruments which are not measured at fair value through
profit or loss. The Company distinguishes between two types of loss
allowances:
a) Debt instruments whose credit risk has not increased significantly
since initial recognition, or whose credit risk is low - the loss allowance
recognised in respect of this debt instrument is measured at an amount equal
to the expected credit losses within 12 months from the reporting date
(12-month expected credit losses); or
b) Debt instruments whose credit risk has increased significantly since
initial recognition, and whose credit risk is not low - the loss allowance
recognised is measured at an amount equal to the expected credit losses over
the instrument's remaining term (lifetime expected credit losses).
The Company has short-term financial assets such as trade receivables in
respect of which the Company applies a simplified approach and measures the
loss allowance in an amount equal to the lifetime expected credit losses.
An impairment loss on debt instruments measured at amortised cost is
recognised in profit or loss with a corresponding loss allowance that is
offset from the carrying amount of the financial asset.
The Company did not recognise an allowance for expected credit losses in all
the reporting periods (see also note 5).
3. Derecognition of financial assets:
a) financial asset is derecognised only when:
- The contractual rights to the cash flows from the financial asset
has expired; or
- The Company has transferred substantially all the risks and
rewards deriving from the contractual rights to receive cash flows from the
financial asset or has neither transferred nor retained substantially all the
risks and rewards of the asset, but has transferred control of the asset; or
- The Company has retained its contractual rights to receive cash
flows from the financial asset but has assumed a contractual obligation to pay
the cash flows in full without material delay to a third party.
4. Financial liabilities:
a) Financial liabilities measured at amortised cost:
Financial liabilities are initially recognised at fair value less transaction
costs that are directly attributable to the issue of the financial liability.
After initial recognition, the Company measures all financial liabilities at
amortised cost using the effective interest rate method, except for:
- Financial liabilities at fair value through profit or loss such as
derivatives.
5. Derecognition of financial liabilities:
A financial liability is derecognised only when it is extinguished, that is
when the obligation specified in the contract is discharged or canceled or
expires. A financial liability is extinguished when the debtor discharges the
liability by paying in cash, other financial assets, goods or services; or is
legally released from the liability.
o. Provisions
A provision in accordance with IAS 37 is recognised when the Group has a
present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. When the Group expects part or all of the expense to
be reimbursed, for example under an insurance contract, the reimbursement is
recognised as a separate asset but only when the reimbursement is virtually
certain. The expense is recognised in the statement of profit or loss net of
any reimbursement.
Provisions are measured at the present value of management's best estimate of
the expenditure required to settle the present obligation at the end of the
reporting period. The discount rate used to determine the present value is a
pre-tax rate that reflects current market assessments of the time value of
money and the risks specific to the liability. The increase in the provision
due to the passage of time is recognised as interest expense.
The following are the types of provisions included in the financial
statements:
Legal claims:
A provision for claims is recognised when the Group has a present legal or
constructive obligation as a result of a past event, it is more likely than
not that an outflow of resources embodying economic benefits will be required
by the Group to settle the obligation and a reliable estimate can be made of
the amount of the obligation.
p. Fair value measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date.
Fair value measurement is based on the assumption that the transaction will
take place in the asset's or the liability's principal market, or in the
absence of a principal market, in the most advantageous market.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
Fair value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances
and for which sufficient data are available to measure fair value, maximising
the use of relevant observable inputs and minimising the use of unobservable
inputs.
All assets and liabilities measured at fair value or for which fair value is
disclosed are categorised into levels within the fair value hierarchy based on
the lowest level input that is significant to the entire fair value
measurement:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2 - inputs other than quoted prices included within Level 1 that are observable
directly or indirectly.
Level 3 - inputs that are not based on observable market data (valuation techniques
which use inputs that are not based on observable market data).
q. Loss per share
(i) Basic loss per share
Basic loss per share is calculated by dividing:
· the loss attributable to owners of the Company, excluding any costs
of servicing equity other than ordinary shares.
· by the weighted average number of ordinary shares outstanding during
the financial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account:
· the after-income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares, and
· the weighted average number of additional ordinary shares that would
have been outstanding assuming the conversion of all dilutive potential
ordinary shares.
r. Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker, who is responsible
for allocating resources and assessing performance of the operating segments.
The Group operates in one operating segment.
s. Litigation
The Company is exposed to the risk of litigation from its customers,
suppliers, employees, authorities and third parties impacted by the Company's
activities, products or services, amongst others in the normal course of
business. The Company is not aware of any material pending or threatened
litigation which meets the recognition and disclosure requirements of IAS 37 -
Provisions, Contingent Liabilities and Contingent Assets.
t. New International Financial Reporting Standards, Amendments to Standards
and New Interpretations
1. New International Financial Reporting Standards, Amendments to
Standards and New interpretations not yet adopted:
The narrow-scope amendments to IAS 1 clarify that liabilities are classified
as either current or noncurrent, depending on the rights that exist at the end
of the reporting period. Classification is unaffected by the expectations of
the entity or events after the reporting date (e.g., the receipt of a waver or
a breach of covenant). In addition, the amendments also clarify that
'settlement' of a liability is also in a manner of issuing equity instruments
of the entity.
The amendment should be applied retrospectively for annual periods beginning
on or after 1 January 2023. Earlier application is permitted. The adoption of
the amendment is not expected to have a material impact on the Company's
financial statements.
2. Onerous Contracts - Cost of Fulfilling a Contract - Amendments to IAS
37 "Provisions, Contingent Liabilities and Contingent Assets" (hereinafter:
"IAS 37")
The amendment to IAS 37 clarifies that the direct costs of fulfilling a
contract include both the incremental costs of fulfilling the contract and an
allocation of other costs directly related to fulfilling contracts. Before
recognising a separate provision for an onerous contract, the entity
recognises any impairment loss that has occurred on assets used in fulfilling
the contract.
The amendment should be applied retrospectively for annual periods beginning
on or after 1 January 2022. Earlier application is permitted. The adoption of
the amendment is not expected to have a material impact on the Company's
financial statements.
NOTE 3 - SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN
THE PREPARATION OF THE FINANCIAL STATEMENTS:
In the process of applying the significant accounting policies, the Group has
made the following judgments which have the most significant effect on the
amounts recognised in the financial statements:
a) Judgments:
- Development costs:
The Company has determined that in all the reporting periods, the criteria for
recognising development project costs as intangible assets have not been met
and therefore all of the development costs have been recognised in profit or
loss.
- Deferred tax assets:
Deferred tax assets are recognised for unused carryforward tax losses and
deductible temporary differences to the extent that it is probable that
taxable profit will be available against which the losses can be utilised.
Significant management judgment is required to determine the amount of
deferred tax assets that can be recognised, based upon the timing and level of
future taxable profits, its source and the tax planning strategy. The Company
didn't recognise deferred tax assets in all the reporting periods.
b) Estimates and assumptions:
The preparation of the financial statements requires management to make
estimates and assumptions that have an effect on the application of the
accounting policies and on the reported amounts of assets, liabilities,
revenues and expenses. Changes in accounting estimates are reported in the
period of the change in estimate.
The key assumptions made in the financial statements concerning uncertainties
at the reporting date and the critical estimates computed by the Group that
may result in a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
- Determining the fair value of share-based payment transactions:
The fair value of share-based payment transactions is determined upon initial
recognition by an acceptable option pricing model. The inputs to the model
include share price, exercise price and assumptions regarding expected
volatility, expected life of share option and expected dividend yield.
NOTE 4 - CASH AND CASH EQUIVALENT:
December 31
2022 2021
U.S dollars in Thousands
Cash for immediate withdrawal - ILS 1,354 5,568
Cash for immediate withdrawal - USD 17,132 1,119
Cash for immediate withdrawal - EUR 947 6,183
Cash for immediate withdrawal - GBP 2,706 30,714
Cash for immediate withdrawal - OTHER 2 104
22,141 43,688
NOTE 5 - TRADE AND OTHER RECEIVABLES:
a) Trade receivables, net
December 31
2022 2021
U.S dollars in Thousands
Trade receivables from contracts with customers 2,448 1,646
2,448 1,646
a. At each reporting date the majority of the trade receivables have not
yet reached their due date.
b. The majority of the trade receivables was repaid after reporting date.
b) Other receivables
December 31
2022 2021
U.S dollars in Thousands
Institutions 128 358
Prepaid expenses 2,695 887
Other 38 186
2,861 1,431
NOTE 6 - PROPERTY AND EQUIPMENT:
As of December 31, 2021:
December 31
Leasehold improvements Office furniture and equipment
Total
Computers
U.S dollars in thousands
Cost:
Balance as of January 1, 2021 606 1,224 194 2,024
Purchases 102 48 8 159
Balance as of December 31, 2021 708 1,272 202 2,183
Less - accumulated depreciation
Balance as of January 1, 2021 (503) (586) (75) (1,164)
Depreciation (77) (124) (15) (216)
Balance as of December 31, 2021 (580) (710) (90) (1,380)
Depreciated cost as of December 31, 2021 128 562 112 803
As of December 31, 2022:
December 31
Leasehold improvements Office furniture and equipment
Total
Computers
U.S dollars in thousands
Cost:
Balance as of January 1, 2022 708 1,272 202 2,182
Purchases 120 30 32 182
Balance as of December 31, 2022 828 1,302 234 2,364
Less - accumulated depreciation
Balance as of January 1, 2022 (580) (710) (90) (1,380)
Depreciation (44) (130) (14) (188)
Balance as of December 31, 2022 (624) (840) (104) (1,568)
Depreciated cost as of December 31, 2022 204 462 130 796
NOTE 7 - LEASES:
1. The Company has entered into an office lease agreement for its
headquarters in Tel Aviv.
According to the lease agreement, from January 1, 2016, which is valid until
December 31, 2022, for an area of approximately 1,119 square meters. The
quarterly lease payment is 402,840 NIS.
As of December 31, 2021, The Company had an option to extend the lease period
for an additional five years. as part of the calculation of the lease
obligation, the option to extend the said lease period was not taken into
account, since it is not reasonably certain that it will be exercised.
In June 2022 the Company exercised its option to extend the office lease
period for additional five years starting on January 1, 2023. The lease
quarterly payments during the option period will be approximately 423 thousand
NIS (approximately 121 thousand dollars). As a result of the above, the
company recognised an amount of approximately 1,797 thousand dollars as
increase of the lease liability against a corresponding increase in the
right-of-use asset regarding the re measurement of the lease liability.
Disclosures for right of use asset:
U.S dollars in Thousands
Balance as of December 31, 2020 773
Depreciation charge 386
Balance as of December 31, 2021 386
Additions 1,797
Other adjustment 147
Depreciation charge 374
Balance as of December 31, 2022 1,956
Disclosures for lease liability:
U.S dollars in Thousands
Balance of December 31, 2020 985
Lease payments (495)
Interest 49
Exchange rate differences (36)
Balance of December 31, 2021 503
Additions 1,797
Lease payments (482)
Interest 71
Other adjustment 147
Exchange rate differences 9
Balance of December 31, 2022 2,045
Current maturities of lease liabilities (ST) 320
Lease liability (LT) 1,725
Details regarding lease transactions
December 31,
2022 2021
U.S dollars in Thousands
Interest expenses in respect of lease obligations 71 49
Total cash flow for leases 482 495
NOTE 8 - OTHER PAYABLE
a. Other payable
December 31
2022 2021
U.S dollars in Thousands
Accrued vacation 991 956
Employees and institutions- December salaries 2,469 2,334
Accrued expenses 177 217
3,637 3,507
b. Other payable related to Initial Public Offering
December 31
2022 2021
U.S dollars in Thousands
Funds to be transferred to shareholders and consultants in connection with the - 3,730
Initial Public Offering (1)
Payables for Initial Public Offering services - 811
- 4,541
(1) As part of the Initial Public Offering of the Company's shares on the
London Stock Exchange (See note 1b), the Company received a total of $3,730
thousand in respect of the sale of shares made by the Company's shareholders
and consultants. These funds were transferred to shareholders and consultants
in January 2022.
NOTE 9 - EQUITY
a. Issuance of share capital
Number of shares
December 31, 2022 December 31, 2021
Ordinary shares Ordinary shares
Ordinary Shares, par value NIS 0.002 85,654,304 81,791,088
b. For additional information about the Company's Initial Public
Offering and the conversion of all of the preferred shares to ordinary share
see note 1b.
c. Rights attached to shares:
Ordinary shares ("Ordinary Shares") confer upon their holder's rights to
receive notices of general meetings of the shareholders of the Company, to
vote at such meetings (each share equals one vote) and to participate in any
distribution of dividends, bonus shares or any other distribution of the
property of the Company.
All the Ordinary Shares rank pari passu in relation to the amounts of capital
paid or credited as paid on their nominal value, in connection with
dividend, the distribution of bonus shares and any other distribution, return
of capital and participation in a distribution of the Company's surplus assets
on winding up.
d. Convertible Financing Agreement
On June 13, 2021 the Company entered into a convertible financing agreement
("Agreement") with a few investors. On the initial closing date. the Investors
shall invest in the Company an amount of up to $10,000 thousand (the "Maximum
Investment Amount") in exchange for convertible equity. The Investment Amount
shall be used by the Company for its day-to-day business activities, such as
product development, marketing and other general corporate purposes, as
determined by the Board of Directors of the Company (the "Board"). In 2021,
the Company received $3,300 thousand.
The Company classified the convertible instrument as an equity instrument and
recorded the total consideration received during the reporting period in the
amount of approximately $ 3,300 thousand directly to equity. Out of this
amount a total of approximately $200K was received from a related party.
In the Initial Public Offering the convertible financing agreement converted
to 2,035,317 ordinary shares of the Company with par value of 0.002 NIS in
respect of the agreement condition. See also note 1b above.
NOTE 10 - share based compensation
In 2011 and 2021, the Company's Board of Directors approved a share option and
RSUs plan (the "Plan") to grant certain employees and consultants of the
Company options to purchase Ordinary shares of the Company, 0.01 NIS par value
each before the Initial Public Offering and 0.002 NIS Par value after it and
RSUs, see note 1b and 9c.
Options:
As of February 2021, August 2021, and November 2021, the Company granted in
total 4,151,625 share options to its employees. The total fair value of the
4,151,625 share options is approximately $4,411 thousand.
Most of the share options vest over four years period: 25% will vest at the
first anniversary of the grant date and 6.25% will vest at the end of each
quarter during the second, third and fourth years from the date of grant.
Following is a summary of the status of the option plan as of December 31,
2021 and 2022, and the changes during the years ended on these dates:
Year ended December 31
2022 2021
Weighted average exercise Number Weighted average exercise price
price
Number
Options outstanding at beginning of year 9,840,108 0.31 8,184,150 0.32
Changes during the year:
Options granted - - 4,151,625 0.32
Options Exercised (1,688,421) 0.34 (1,212,617) 0.34
Options forfeited (1,065,684) 0.35 (1,283,050) 0.36
Options outstanding at end of year 7,086,003 0.34 9,840,108 0.31
Options exercisable at year-end 4,901,675 0.34 5,007,908 0.32
RSUs:
a) As of December 2021, the Chairman, receive warrants to purchase
Ordinary Shares, in the event that the Company achieves certain performance
milestones related to the company market value during the period of his
service as Chairman. The total fair value is approximately $42 thousand.
b) As of May 2022, the Company granted in total 599,000 RSUs to its
employees. The total fair value of
the 599,000 RSUs is approximately $997 thousand.
the RSUs vest over four years period: 25% will vest at the first anniversary
of the grant date and 6.25% will vest at the end of each quarter during the
second, third and fourth years from the date of grant.
c) As of May 2022, the Company granted in total 630,000 RSUs to its Senior
employees. The total fair value of the 630,000 RSUs is approximately $965
thousand.
50% of the RSUs vest over four years period: 25% will vest at the first
anniversary of the grant date and 6.25% will vest at the end of each quarter
during the second, third and fourth years from the date of grant
50% of the RSUs will vest once a target for IFRS revenue is achieved.
The company anticipates the performance goals will be achieved by the end of
2025
d) As of May 2022, the Company granted in total 170,000 RSUs to the CEO,
Co Founder & Head of US business, The total fair value of the 170,000 RSUs
is approximately $263 thousand.
Vesting of these RSUs are in
accordance with the company 2022performance.
The CEO and Co Founder & Head of US business did not meet the company 2022
performance requirements. Therefore, no expense was recognized and the RSUs
were forfeited.
e) As of June 2022, the Company granted in total 274,000 RSUs to its
employees. The total fair value of the 274,000 RSUs is approximately $384
thousand.
the RSUs vest over four years period: 25% will vest at the first anniversary
of the grant date and 6.25% will vest at the end of each quarter during the
second, third and fourth years from the date of grant.
f) As of July 2022, the Company granted in total 125,807 RSUs to
its Chairman and Non-Executive Directors. The total fair value of the 125,807
RSUs is approximately $284 thousand.
Vesting of these RSUs did take place on January 1, 2023.
g) As of December 2022, the Company granted in total 170,000 RSUs to
its employees. The total fair value of the 170,000 RSUs is approximately $135
thousand.
the RSUs vest over four years period: 25% will vest at the first anniversary
of the grant date and 6.25% will vest at the end of each quarter during the
second, third and fourth years from the date of grant.
Following is a summary of the status of the granted RSUs as of December 31,
2021 and 2022, and the changes during the years ended on these dates:
Year ended December 31
2022 2021
Number
RSUs outstanding at beginning of year - -
Changes during the year: 1,968,807 -
RSUs granted
RSUs Forfeited (206,000)
RSUs outstanding at end of year 1,762,807 -
The assumptions used to value options granted during 2021 and 2022 were as
follows:
Year ended December 31
2022 2021
U.S dollars
Ordinary share fair value 0.535-1.064 0.952-2.15
Risk-free interest rate - 0.3%-1.29%
Expected term (in years) - 5.52-10
Dividend yield - 0%
Volatility - 26.9%-33.81%
Total share-based compensation expenses recognised, were approximately:
December 31
2022 2021
U.S dollars in Thousands
Research and development 800 238
Sales and marketing 1,028 275
General and administration 1,008 169
2,836 682
NOTE 11 -FINANCIAL INSTRUMENTS
1. The Group holds the following financial instruments:
December 31
2022 2021
U.S. dollars in thousands
Financial assets:
Financial assets at amortised cost:
Cash and cash equivalents 22,141 43,688
Trade receivables 2,448 1,646
Restricted deposit 1,143 1,178
25,732 46,512
December 31
2022 2021
U.S. dollars in thousands
Financial liabilities:
Liabilities at amortised cost:
Trade payables 878 493
Lease liability 2,045 503
Other payable 3,637 3,507
6,560 4,503
2. Fair value:
The management believes that the carrying amount of cash, short-term deposits,
trade receivables, restricted deposits trade payables and other current
liabilities approximate their fair value due to the short-term maturities of
these instruments.
3. Financial risk management objectives and policies:
The Company's principal financial liabilities are comprised of trade and other
payables, and convertible loans. The main purpose of these financial
liabilities is to finance the Company's operations and to provide guarantees
to support its operations. The Company's principal financial assets include
trade and other receivables, cash and short-term deposits that derive directly
from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The
Company's senior management oversees the management of these risks. The
financial risk is managed by appropriate policies and procedures and that
financial risks are identified, measured and managed in accordance with the
Company's policies and objectives. The Board reviews and approves the policies
for each of the risks summarised below
a. Market risk:
Market risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: interest rate risk, currency risk
and other price risks, such as share price risk and commodity risk.
b. Foreign currency risk:
Foreign currency risk is the risk that the fair value or future cash flows of
a financial instrument will fluctuate as a result of changes in foreign
currency exchange rates.
The Company's exposure to foreign currency risk relates primarily to the
Company's continuing operation (when revenue or expense is recognised in a
different currency from the Company's functional currency (.
As of December 31, 2022, the Company has excess financial and lease
liabilities over financial assets in NIS currency in relation to dollars
totaling approximately $2,038 thousand.
c. Credit risk:
Credit risk is the risk that a counterparty will not meet its obligations as a
customer or under a financial instrument leading to a loss to the Group. The
Group is exposed to credit risk from its operating activity (primarily trade
receivables) and from its financing activity, including deposits with banks
and other financial institutions.
d. Liquidity risk:
The Group's senior management monitors the risk to a shortage of funds on
continuing basis.
The tables below analyse the Company financial liabilities into relevant
maturity Groupings based on their contractual maturities. The amounts
disclosed in the table are the contractual undiscounted cash flows.
December 31, 2022:
Less than one year 1-2 years 2-3 years 4-5 years 5-6 years Total
Trade payables 878 878
Other payables 177 177
Lease liability 481 481 481 481 481 2,405
1,536 481 481 481 481 3,460
December 31, 2021:
Less than one year Total
Dollars in thousands
Trade payables 493 493
Other payables 217 217
Lease liability 518 518
1,228 1,228
4. Credit line agreement
In October 2021, the Company signed a credit line agreement with a bank in
Israel.
In accordance with the terms of the agreement, the credit line in the amount
of NIS 14,700 thousand ($4,500 thousand) will be set for a period of up to 12
months in dollars and/or ILS.
According to the agreement the credit line proceeds given to the Company to
finance committed monthly recurring revenues (hereinafter: "MRR"). The MRR
will be defined as the Company's Annual Contract Value divided by 12. The
loans shall be provided on the basis of a multiplier of 3 on the MRR.
ILS loan - The loan shall be provided for a period of 30 days and shall
automatically renew. The loan principal shall bear interest at a rate of 3%
per annum in excess of the "Prime" rate of interest (as of the date hereof:
the interest is at a rate of 4.6% per cent per annum). The interest on the
principal shall be paid at the end of each month.
USD loan - The loan shall be provided for a period of 3 months. The loan
principal shall bear interest at a rate of 4.7% per annum in excess of LIBOR
(as of the date of this letter: the interest is at a rate of 4.825% per
annum). The interest on the principal shall be paid at the end of each month.
The following pledges created in favor of the Bank to secure the Credit:
a. A first-ranking floating charge, unlimited in amount, over all the
property, assets and rights of the Company, and a fixed charge over the
Company's unpaid share capital and goodwill.
b. A first-ranking fixed charge, unlimited in amount, over all the
intellectual property owned by the Company.
The Company signed a letter of undertaking in favor of the Bank, which shall
include, inter alia, the following undertakings: An undertaking to not create
or permit to subsist any mortgage, pledge, encumbrance, attachment, lien,
charge, assignment, hypothecation, security interest, title retention,
preferential right, trust arrangement, other agreement or arrangement or other
third party and/or legal entity right the effect of any of which is the
creation of security over any assets, moneys, revenues, and any other rights
(including intellectual property rights) of any Subsidiary of the Company
incorporated abroad, with the exception of specific pledges over sums of money
held in monetary deposits with banking institutions for the purpose of
customers contract guarantees. An undertaking for quarterly growth in MRR at
an aggregate quarterly rate of 2.5% for the last 4 quarters and not less than
10% per calendar annum. The foregoing shall be examined each calendar quarter.
Maintain an AQR of at least 1.3. The AQR is defined as "Quick Ratio" means the
ratio of Liquidity to Current Liabilities "Liquidity" means the aggregate
amount of: (a) the unrestricted and unsecured cash held by the Company and the
Company's US and UK subsidiaries at any time; and (b) the pending accounts
receivable of the Company and the Company's US subsidiary at any time.
"Current Liabilities" means (a) short-term financial liabilities that are
repayable within a year at any time, less (b) the pending deferred revenues of
the Company and the Company's US and UK subsidiaries at any time. For the
avoidance of doubt, current maturities (up to 12-month) of long-term loans
will be deemed to be Current Liabilities for the purpose of this letter. The
foregoing shall be examined each calendar month.
From the date of signing the credit line agreement, the Company borrowed a
total of approximately NIS 4,800 thousands (approximately $1,500 thousands)
and repaid it until the end of year 2021.
The credit line agreement cancelled
in 2022.
note 12 - coMMITMENTS:
a. As of December 31, 2022 and 2021, the Company pledged bank deposit in a
total amount of approximately $328, and $370 thousand, in consideration of a
lease agreement.
b. As of December 31, 2022 and 2021, the Company pledged bank deposit in a
total amount of approximately $70, and $119 thousand, in consideration of
credit card guarantees.
c. As of December 31, 2022 and 2021, the Company pledged bank deposit in a
total amount of approximately $745, and $689 thousand, in consideration of
guarantees required under a customer agreement.
NOTE 13 - REVENUES FROM CONTRACT WITH CUSTOMERS
Year ended December 31
2022 2021
U.S. dollars in thousands
a. Customer types:
Governments 16,027 13,724
Commercial 5,616 3,626
21,643 17,351
Year ended December 31
2022 2021
U.S. dollars in thousands
b. Geographical regions:
Israel* 351 427
US 6,546 3,585
APAC 3,354 3,504
Europe 8,711 6,207
Gulf Cooperation Council (GCC) & Africa 2,189 3,414
South/Latin America 492 214
21,643 17,351
*Substantially all of the non-current asset in the consolidated financial
statement are located in Israel.
Revenues from major customers which each account for 10% or more of total
revenues reported in the financial statements:
Year ended December 31
2022
U.S. dollars in thousands
Customer A 2,785
For the year ended December 31, 2021 no costumers have 10% or more of the
total revenue reported.
Deferred revenues
U.S. dollars in thousands
Balance as of December 31, 2020 6,054
Revenue recognised that was included in the contract liability balance at the (6,054)
beginning of the year
Consideration received during the year in respect to performance 11,862
obligation that will be satisfied in the next years
Balance as of December 31, 2021 11,862
Revenue recognised that was included in the contract liability balance at the (11,862)
beginning of the year
Consideration received during the year in respect to performance 12,393
obligation that will be satisfied in the next years
Balance as of December 31, 2022 12,393
Movement in deferred revenues, net:
U.S. dollars in thousands
December 31
2022 2021
Short term Deferred Revenues 8,315 7,467
Long term Deferred Revenues 4,078 4,395
Deferred Revenues 12,393 11,862
NOTE 14 - SUPPLEMENTARY OPERATIONAL INFORMATION
Year ended December 31
2022 2021
U.S dollars in thousands
Cost of Revenues:
Payroll and related expenses 1,855 869
Hosting services and data 3,865 3,773
Other 426 174
6,146 4,816
Research and development, net:
Payroll and related expenses 9,719 8,011
Share based compensation expenses 800 238
Depreciation and building maintenance 1,134 908
Other 653 248
12,306 9,405
Sales and marketing:
Payroll and related expenses 7,854 5,647
Consultants 1,368 1,895
Travel expenses 624 272
Share based compensation expenses 1,028 275
Depreciation and building maintenance 463 429
Other 1,836 1,287
13,173 9,805
General and administration:
Payroll and related expenses 2,664 2,136
Professional services 1,220 477
Depreciation and building maintenance 235 187
Share based compensation expenses 1,008 169
Other 401 253
5,528 3,222
Finance expenses, net
Bank commissions 46 46
Exchange rates differences 2,929 519
Interest and finance charges for lease liabilities 79 13
Interest and finance charges for IIA loan - 9
Others 635 5
3,689 592
NOTE 15 - TAXES ON INCOME:
a. Tax rates
The Company and its subsidiaries are taxed under the domestic tax laws of the
jurisdiction of incorporation of each entity.
The corporate tax rate under the Israeli law is 23% in 2018 and thereafter.
The corporate tax rate under the US law is 21% in 2018 and thereafter.
The corporate tax rate under the UK law is 19% in 2018 and thereafter.
b. Carry forward losses
Carry forward tax losses of the Company as of December 31, 2022, aggregate
approximately $59,000 thousand. The Company did not recognise a deferred tax
asset in respect of those losses as no taxable income is probable in the
foreseeable future.
c. Tax assessment
The Company's tax assessments up until the year 2016 are considered final.
d. Numerical reconciliation of income tax expense to prima facie tax payable
Year ended December 31
2022 2021
U.S dollars in thousands
Loss before tax on income 19,199 13,117
Statutory tax rate 23% 23%
Tax benefit computed at the statutory tax rate 4,416 3,017
Adjustments:
Increase in unrecognised tax losses in the year (4,416) (3,017)
Tax on income - -
NOTE 16 - BALANCES AND TRANSACTIONS WITH RELATED PARTIES
a. The related parties:
The Company's related parties are Ami Daniel and Matan Peled who founded
Winward in 2010.
Ami serves as the CEO and director, Matan is the Co-Founder & Head of US
business and director.
In addition, The Right, Honorable, The Lord Browne of Madingley ("The Lord
Browne of Madingley") the chairman of the board of directors of the Company
and other directors.
b. Balances with related parties:
December 31
2022 2021
U.S dollars in thousands
Other accounts payable 327 133
Funds to be transferred to shareholders in connection with the Initial Public - 3,341
Offering (see note 8 above.)
c. Transactions with related parties:
December 31
2022 2021
U.S dollars in thousands
Payroll 1,168 666
Shared based compensation (*) 284 44
1,452 710
(*) As of 2018 and 2019, the Company granted in total 444,255 and 589,470
share options to chairman of the board of directors, respectively. The total
fair value of 444,255 and 589,470 share options is approximately $193 thousand
and approximately $198 thousand, respectively.
The share options have granted in 2018 vest quarterly over between one or two
years, and the share options has granted in 2019 vest quarterly over three
years. See additional grants for related parties for the years 2021 and 2022
in note 10 above.
NOTE 17 - EARNING PER SHARE
a. Details of the number of shares and loss used in the
computation of loss per share:
Year ended December 31,
2022 2021
Weighted number of shares (*) Loss attributable to equity holders of the Company Weighted number of shares (*) Loss attributable to equity holders of the Company
In In thousands In In thousands
thousands thousands
Number of shares and loss
Loss of the year 87,087 (19,199) 26,089 (13,117)
Adjustment for cumulative preference shares - - - (1,108)
For the computation of basic loss 87,087 (19,199) 26,089 (14,225)
(*) The amount of ordinary shares used in calculating the loss per share
includes potential ordinary shares resulting from a potential conversion of
options with a negligible exercise price.
To compute diluted net loss per share, convertible securities (dilutive
potential Ordinary shares options to employees under share-based payment
plans), have not been taken into account since their conversion decreases the
loss per share.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR BIGDXBUDDGXCRecent news on Windward
See all newsREG - AIM Windward Ltd. - Cancellation - Windward Ltd
AnnouncementREG - Windward Ltd. - Acquisition Completion, Cancellation of Admission
AnnouncementREG - AIM Windward Ltd. - Suspension - Windward Ltd
AnnouncementREG - Windward Ltd. - Withholding Tax, Settlement and Timetable Update
AnnouncementREG - Windward Ltd. - Withholding Tax, Settlement and Timetable Update
Announcement