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REG - Windward Ltd. - Half Year Report

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RNS Number : 6684X  Windward Ltd.  31 August 2022

 

31 August 2022

 

Windward Ltd.

("Windward", "the Company")

 

Half Year Results

 

 

Significant strategic progress alongside continued customer acquisition

 

Windward (https://windward.ai/) (LON: WNWD), a leader in maritime predictive
intelligence, is pleased to announce its financial results for the six months
ended 30 June 2022.

 

Financial Highlights

 

 ●            Annual Contract Value (ACV(1)), a key indicator of future revenue growth, grew
              23% to $22.5m (HY 21: $18.4m), driven by new customer wins and upsells to
              existing customers

 ●            Revenue up 34% to $10.9m (HY 21: $8.1m)
 ●            Gross margin at 72.4% (HY 21: 72.5%) reflecting investments in data required
              to support the Company's offering

 ●            Adjusted EBITDA(2) loss of $5.4m (HY 21: ($3.4m)
 ●            Cash and cash equivalents of $27.8m at 30 June 2022 ($8.8m used for
              operations, $4.5m payments related to the 2021 IPO)

 

Operational Highlights

 

 ●            Consistent execution of growth strategy in line with plan
 ●            Expanded customer base to 104 (HY 21: 62), including strong growth in
              commercial customers (up 92%) and ROW Government customers (up 47%)

 ●            Major launch of Ocean Freight Visibility solution to address supply chain
              challenges, with 12 new customers signed up to date and further customer wins
              expected in H2

 ●            Launch of API Insights Lab, enabling the full integration of Windward's
              Maritime AI platform directly into customers internal systems

 

Current Trading and Outlook

 

 

 ●            Post-period new meaningful customer updates:

              o  Award of $6m three-year contract with an EMEA government customer, which
              will contribute a further $2m to FY22 ACV

              o  Upsell of $530k ACV with an existing US Federal customer, reflecting a 70%
              contract growth and extending the contract period for up to five years

 ●            Positive trading has continued into H2, building on the momentum of H1 2022

 ●            Demand for sophisticated, data-driven analysis and solutions across the
              maritime ecosystem stronger than ever
 ●            Anticipated acceleration in new customer acquisition supported by Company's
              product enhancements and expanded sales and marketing functions

 ●            Post Covid travel is increasing to support existing and potential new
              customers and Windward is experiencing higher costs in areas including travel
              and accommodation. As a result, whilst the Company FY22 expectations for
              revenues are unchanged, it now expects the EBITDA loss for FY22 to be slightly
              higher than market expectations

 ●            Focus on driving ACV growth and careful control of costs continues to give
              Windward a clear roadmap to positive EBITDA in FY2024

 

 

((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

(3) All references to $ or USD are in respect of United States Dollars

 

 

Ami Daniel, CEO and Co-Founder of Windward said:

 

"We are delighted with the significant strategic progress we have made in our
first six months as a public company. We presented an ambitious growth
strategy to the market in December 2021, at the time of our IPO and are
executing according to this plan. We have launched key products which have
considerably expanded our addressable market, strengthened our infrastructure
and our ability to scale, increased our product differentiation and enhanced
our sales and marketing velocity and quality.

 

The supply chain crisis and the war in Ukraine have cemented the need for a
greater level of insight in the maritime space, and we have responded
proactively to this need through the launch of several new solutions,
including the ground-breaking launch of our Ocean Freight Visibility solution.

 

The outlook for Windward remains positive. Early H2 trading has continued the
momentum seen in H1. We continue to focus on driving ACV growth & market
share. Whilst we are not immune to broader market cost increases in areas such
as travel and accommodation, we continue to carefully control operating costs.
״

 

 

 

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 / Hilary Buchanan

 

About Windward

 

Windward (LON:WNWD) is a leading Predictive Intelligence company fusing AI and
big data to digitalize the global maritime industry, 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.
The company is publicly traded on the London Stock Exchange, For more
information visit windward.ai (https://windward.ai/) .

 

Prior to publication the information communicated in this announcement was
deemed by the Company to constitute inside information for the purposes of
article 7 of the Market Abuse Regulations (EU) No 596/2014 as amended by
regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations No
2019/310 ('MAR'). With the publication of this announcement, this information
is now considered to be in the public domain.

 

CEO statement

 

OVERVIEW

We are delighted with the significant strategic progress we have made in our
first six months as a public company. We presented an ambitious growth
strategy to the market in December at the time of our IPO and are executing
according to this plan. We have launched key products which have considerably
expanded our total addressable market, strengthened our infrastructure and our
ability to scale, increased our product differentiation and enhanced our sales
and marketing velocity and quality.

The success of these initiatives are demonstrated by our rapidly expanding
customer base, with customer numbers reaching over 100 by period end, up from
62 at 30 June 2021 and 83 at 31 December 2021. Similarly, our financial
metrics demonstrate our future growth potential, delivering revenue growth of
34% to $10.9m and an exit Annual Contract Value (ACV) up 23% YoY at 30 June
2022 to $22.5m, providing a strong base as we move into the second half of the
year.

Due to the considerable expansion of our pipeline following the launch of
Ocean Freight Visibility and API Insights Lab, we now expect to see customer
acquisition and revenue accelerate in H2, 2022. Given the size of the
opportunity ahead, we believe the most appropriate use of these additional
funds will be to invest for long-term growth.

 

PERFORMANCE AGAINST STRATEGY

 

Winning new commercial and governmental customers

As a core element of our growth strategy, we have actively targeted new
customers in both the government and commercial sectors and increased our
investments into sales and marketing and launching new products targeting new
customer segments.

In the commercial sector, we have grown our customer base over 90% through new
contracts across Europe, Asia and the Americas with ship owners, traders and
brokers who are using our platform for due diligence, vessel screening, and
mitigating their sanctions compliance risk.

In February, we announced the ground-breaking launch of our Ocean Freight
Visibility (OFV) solution, which provides freight forwarders and shippers a
vital tool to address the lack of visibility over the supply chain - an
enduring and key issue across the maritime space. This solution has provided
an entry point into significant new markets via the ecosystem of over 250,000
Shippers and Freight Forwarders globally.

We are pleased to report that as of today 12 new customers have signed for our
OFV product offering and, following the introduction of our ETA predictions
component, we expect to see continued customer acquisition.

As a result of the different buying cycles across our customers, we split our
government customers into two segments; those governments based outside of the
USA (ROW) and the USA Government.

In ROW, we typically respond to Request for Proposal ("RFP") processes which
can take between 9-18 months to conclude. In this segment, we have added new
law enforcement and intelligence agencies across Europe, the Middle East, and
Latin America, where our platform is being used to support the monitoring of
their maritime borders. Additionally, we were awarded a $6m three-year
contract with an EMEA government customer, adding $2m to our 30 June 2022 ACV
figure.

In USA Government, we typically sell a subscription-based solution on a price
per user basis. We are pleased to have added two further customers to our
roster in this segment and, on account of the US Federal budget cycle, which
concludes annually at the end of September and executed into mid-November, we
expect to see further uptake in H2.

 

Innovation and product expansion

We continue to invest in our market leading AI Insights platform, expanding
our addressable market opportunity and increasing the attractiveness of the
platform to customers and partners.

 

Ocean Freight Visibility

Having launched OFV in February 2022, in June 2022 we introduced new AI
capabilities for this solution, fusing data from a large number of independent
sources to provide accurate and reliable ETA (estimated time of arrival)
predictions and real-time visibility into container and vessel journeys to
predict the actual time of arrival of customers' containers. This capability
overperforms vs carriers prediction on 75% of global containers with 62% more
accuracy than standard carrier predictions.

 

API Insights Lab

A further significant launch in H1 was our API Insights Lab in late June 2022.
Following demand from customers and other market participants, we introduced
this product to enable the full integration of Windward's Maritime AI platform
directly into our customers' internal systems, empowering our partners and
customers to build their own bespoke solutions and workflows with our
best-in-class insights.

This launch represents another significant technological milestone for
Windward, opening up another significant potential market while embedding us
further with our largest customers, and we have already begun to observe our
customers using these APIs for a variety of use cases. This includes a leading
energy company that customised our compliance risk scores and integrated them
into their IT platform, and a digital freight solution provider that partnered
with us to enhance its platform by providing visibility and predictability of
their shipments to all their users. We believe this offering will increase
stickiness with our customers. Following this launch we have solidified our
channel partnerships function which will contribute to the scale of
distribution globally across all functions and enable third parties to build
solutions on top of our APIs.

 

Platform enhancements

Alongside these launches, we have enhanced our platform through key upgrades,
such as the inclusion of data analysis on illegal, unregulated, and unreported
fishing, and the launch of Non-Maritime Counterparty Due Diligence
capabilities, which will enable our customers to complete their due-diligence
process with full third-party screenings all in one platform.

 

Investments in sales and marketing

As part of its growth strategy, Windward has invested, and will continue to
invest, in a best-in-class scalable sales and marketing machine across
go-to-market, digital marketing and customer support.

 

CURRENT TRADING AND OUTLOOK

The Russian invasion of Ukraine and continued supply chain challenges have
exposed the necessity of comprehensive, data-driven insights and analysis in
order to best track and manage the maritime space. Among both the commercial
and government markets we believe the expectations for sophisticated,
real-time solutions is greater than ever and that the standard for the market
has fundamentally changed in Windward's favour.

Moving into the second half and beyond, the outlook for Windward remains
positive. The demand for our services is greater than ever and, now with our
expanded product range enabling us to reach new markets and a first-class
sales and marketing strategy, we are seeing an acceleration in new customer
acquisition. Positive trading has also continued into H2, building on the
momentum of H1 2022.

Additionally, we were awarded a $6m three-year contract with an EMEA
government customer which will add $2m ACV to FY22 ACV, and an upsell of $530k
ACV with an existing US Federal customer, reflecting a 70% contract growth and
extending the contract period for up to 5 years.

We remain confident in our ability to continue to grow our customer base in H2
and beyond. Accordingly, we will aim to reinvest into the business for growth
across our sales and marketing and technology functions.

We are seeing an increase in post Covid travel in response to supporting
existing and potential new customers and Windward is therefore experiencing
higher costs in areas including travel and accommodation

As a result, whilst the Company FY22 expectations for revenues are unchanged,
we now expect the EBITDA loss for FY22 to be slightly higher than market
expectations.

The focus on driving ACV growth and careful control of our costs gives
Windward a clear roadmap to positive EBITDA in FY2024.

 

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 $1 m 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 of 30 June 2022, Windward increased its ACV by 23% over 30 June 2021,
driven primarily by the increase in customers from 62 to 104 over the same
period, and to a lesser extent by an increase in upsells to existing customers
made possible by an expanded number of users and product set. Growth in ACV
has been across all market segments in which the Company operates.

 

KEY PERFORMANCE INDICATORS ("KPIS") [($ IN THOUSANDS)]

 ACV                      2022  $'000   2021  $'000   % change
 ROW Gov                  11,832        9,762         21.2
 USA Gov                  5,503         4,973         10.7
 Commercial               5,173         3,631         42.5
 Total                    22,508        18,366        22.6
 Revenues
 ROW Gov                  5,477         4,986         9.8
 USA Gov                  2,792         1,480         88.7
 Commercial               2,582         1,623         59.1
 Total                    10,851        8,089         34.1
 Number of Customers      Count         Count

 ROW Gov                  22            15            46.6
 USA Gov                  13            11            18.2
 Commercial               69            36            91.7
 Total                    104           62            67.7

 

We separate our Government customers to 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") processes 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 June 2022 our largest customer was at 12% (2021: 13.2%) of ACV
and the next 5 biggest customers together were 29.3% (2021: 33.1%) 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 H1 2022 was 5.9%, mostly due to delayed renewal of a Government
customer, compared to 5.7% for the whole of 2021.

 

FINANCIAL OVERVIEW as of 30 June:

                           2022 ($'000)  2021 ($'000)  Change %
 Revenues                  10,851        8,089         34.1
 Cost of revenues          2,999         2,226         34.7
 Gross Profit              7,852         5,863         33.9
 Gross Margin              72.4%         72.5%
 R&D                       5,961         4,069         46.5
 S&M                       5,899         4,351         35.6
 G&A                       2,467         1,354         82.2

 Total operating expenses  14,327        9,774         46.6
 Operating loss            6,475         3,911         65.6
 Adjusted Operating loss   5,720         3,728         53.4
 Adjusted EBITDA loss      5,411         3,434         57.6

 

REVENUE

Revenue increased by 34.1% to $10.9m (2020: $8.1m). This increase was driven
by 88.7% growth and 59.1% growth in our USA Government and Commercial segments
respectively, mostly from new customers adopting our solution for the first
time. ROW Government increased 9.8% in 2022.

 

Gross margin

Gross margin remained the same in 2022 at 72.4% (72.5% in 2021), primarily due
to the continued investment in data required to support the Company's offering
and hiring additional staff to support the growing number of customers. We
expect margin to improve over time.

R&D

Research and development increased 46.5% from $4.1m in 2021 to $6.0m in 2022
as additional personnel were hired to support the development of new products
as well as improving our existing solution. All R&D costs are expensed
as they occur and no R&D costs are capitalised.

S&M

Sales and marketing increased 35.6% from $4.4m in 2021 to $5.9m 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 82.2% from $1.4m in 2021 to
$2.5m 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). Most of the revenue is invoiced in USD and consequently, the
Company reports in USD. The average exchange rate between NIS and $ did not
change significantly in H1 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 financial expenses from currency exchange in H1 2022.

 

ADJUSTED EBITDA

Adjusted EBITDA is a non-IFRS financial measure defined as the EBITDA (profit
before depreciation, amortisation, interest, and tax), adjusted to exclude
share-based payment charges and associated employer tax charges and IPO
related expenses

Reconciling EBITDA to adjusted EBITDA for 2022, the company added back $0.76m
of share-based compensation expenses.

 

Statement of financial position

CASH AND CASH EQUIVALENTS

Windward had cash and cash equivalents at 30 June 2022 of $27.8m, a decrease
of $15.9m from 31 December 2021. The decrease in cash was due to IPO related
expenses of $4.5m that were paid in early 2022 (where the Company acted as a
paying agent for option holders relating to the exercise of options and sale
of shares by certain existing option holders at the time of the IPO), cash
used for operations amounting to $8.8m and $2.9m exchange rate losses on cash
and cash equivalents we held in currencies other than the USD mainly GBP, NIS,
and Euro.

 

OPERATING CASH FLOW

Windward used $8.8m to finance operating activities in 2022, a 39.7% increase
from the $6.3m used in H1 2021. Historically the second half of the year is
the strongest collection period when Windward is paid for most of the
Government contracts, thus we expect to have a positive cash flow in H2 2022.

 

Ofer Segev

Chief Financial Officer

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2022 and 2021

 

                                                                                   Six months ended
                                                                                   June-30
                                                                             Note  Unaudited             Unaudited
                                                                             2022             2021
                                                                                   U.S. dollars in thousands

 REVENUES                                                                    6     10,851                8,089
 COST OF REVENUES                                                                  2,999                 2,226
 GROSS PROFIT                                                                      7,852                 5,863

 OPERATING EXPENSES:
 Research and development                                                          5,961                 4,069
 Sales and marketing                                                               5,899                 4,351
 General and administration                                                        2,467                 1,354
 TOTAL OPERATING EXPENSES                                                          14,327                9,774

 OPERATING LOSS                                                                    (6,475)               (3,911)

 FINANCIAL EXPENSES
        Financial expenses                                                         3,467                 134
        Financial income                                                           25                    4
       Total financial expenses, net                                               3,442                 130
 LOSS FOR THE PERIOD                                                               (9,917)               (4,041)

 Loss per share attributable to the ordinary equity holders of the Company:
 Basic and diluted loss per share                                                  (0.113)               (0.197) (*)

 

*After retrospective application due to bonus shares.

The accompanying notes are an integral part of the condensed consolidated
interim financial information.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As of 30 June 2022, and 2021

 

                                                                June 30                      December 31
                                                                2022                2021
                                                                Unaudited           Audited

 Assets                                                             U.S. dollars in thousands
 CURRENT ASSETS:
      Cash and cash equivalents                                 27,773              43,688
     Trade receivables                                          2,355               1,646
     Other receivables                                          2,827               1,431
 TOTAL CURRENT ASSETS                                           32,955              46,765
 NON-CURRENT ASSETS:
     Restricted deposit                                         1,262               1,178
     Property and equipment, net                                749                 803
     Right-of-Use asset                                         1,990               386
                                                                4,001               2,367
 TOTAL ASSETS                                                   36,956              49,132
 Liabilities and shareholders' equity
 CURRENT LIABILITIES:
     Trade payable                                              520                 493
     Current maturities of lease liabilities                    270                 503
     Other payable                                              2,955               3,507
     Other payable related to Initial Public Offering           -                   4,541
     Deferred revenues                                          7,449               7,467
 TOTAL CURRENT LIABILITIES                                      11,194              16,511
 NON-CURRENT LIABILITIES:
     Deferred revenues                                          4,416               4,395
     Liability for employee rights upon retirement, net

                                                                60                  64
     Lease liability                                            1,753               -
 TOTAL NON-CURRENT LIABILITIES                                  6,229               4,459
 TOTAL LIABILITIES                                              17,423              20,970

 SHAREHOLDERS' EQUITY:
     Ordinary Shares of 0.002 NIS par value                     27                  27
     Preferred Shares of 0.002 NIS par value                    -                   -
     Additional paid-in capital                                 78,774              77,486
     Accumulated deficit                                        (59,268)            (49,351)
 TOTAL SHAREHOLDERS' EQUITY                                     19,533              28,162
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     36,956              49,132

 

 

 

 

The accompanying notes are an integral part of the condensed consolidated
interim financial information.

 

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the six months ended 30 June 2022 and 2021

 

                                              Ordinary shares   Preferred shares                               Additional paid-in capital   Accumulated deficit    Total
                                              U.S. dollars in thousands
  BALANCE AS OF JANUARY 1, 2021 (Audited)     6                8                                               40,161                      (36,234)               3,941
 Exercise of options by employees             (*)              -                                               43                          -                      43

 Issuance of convertible financing agreement  -                -                                               2,800                       -                      2,800
 Share based compensation                     -                -                                               183                         -                      183
 Loss for the period                          -                -                                               -                           (4,041)                (4,041)
 BALANCE AS OF JUNE 30, 2021                  6                8                                               43,187                      (40,275)               2,926
                                              Ordinary shares                      Additional paid-in capital                              Accumulated deficit    Total
                                              U.S. dollars in thousands
 BALANCE AS OF JANUARY 1, 2022 (Audited)      27                                   77,486                                                  (49,351)               28,162
 Exercise of options by employees             (*)                                  533                                                     -                      533

 Share based compensation                     -                                    755                                                     -                      755
 Loss for the period                          -                                    -                                                       (9,917)                (9,917)
 BALANCE AS OF JUNE 30, 2022                  27                                   78,774                                                  (59,268)               19,533

 

             * Represents an amount lower than 1 thousand U.S
dollar

The accompanying notes are an integral part of the condensed consolidated
interim financial information

UNAUDITED CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 30 June 2022 and 2021

                                                                                                                    Six months ended
                                                                                                                    June-30
                                                                                                                    2022                               2021
                                                                                                                    Unaudited                          Unaudited
 CASH FLOWS FROM OPERATING ACTIVITIES:                                                                              U.S. dollars in thousands
 Loss for the period                                                                                                (9,917)                            (4,041)
 Adjustments to reconcile loss for the period to net cash used in
 operating activities:
 Depreciation                                                                                                       309                                294
 Share based compensation expenses                                                                                  755                                183
 Effect of exchange rate                                                                                            2,649                              (29)
 Finance (income) expenses of lease liabilities                                                                     (23)                               16
 Finance expenses of liability due to Israel Innovation Authority loan                                              -                                  7
 Changes in asset and liability items:
 Increase in trade receivables                                                                                      (709)                              (642)
 Decrease  (increase) in other receivables                                                                          (1,395)                            423
 Increase (decrease) in trade payables                                                                              27                                 (317)
 Decrease in other payables and accruals                                                                            (1,363)                            (446)
 Decrease in deferred revenues                                                                                      3                                  (2,219)
 Decrease in liability for employee right upon retirement, net                                                      (4)                                (1)
 Net cash used in operating activities                                                                              (9,668)                            (6,293)

 CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                                                                                 (62)                               (103)
 Increase (decrease) in restricted deposit                                                                          133                                (105)
 Net cash used in investing activities                                                                              71                                 (208)

 CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from exercise of options                                                                                  533                                43
 Proceed from convertible financing agreement                                                                       -                                  2,800
 Funds paid in respect of the sale of shares by shareholders in connection with                                     (3,730)                            -
 the Initial Public Offering
 Principal elements of lease payments                                                                               (238)                              (224)
 Interest paid                                                                                                      (17)                               (35)
 Net cash provided by (used in) financing activities                                                                (3,452)                            2,584

 DECREASE IN CASH AND CASH EQUIVALENTS                                                                              (13,049)                           (3,917)
 BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                                    43,688                             9,914
 Effects of exchange rate changes on cash and cash equivalents                                                      (2,866)                            35
 BALANCE OF CASH AND CASH EQUIVALENTS AT END OF THE PERIOD.                                                         27,773                             6,032

 

The accompanying notes are an integral part of the condensed consolidated
interim financial information.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

 

NOTE 1- GENERAL INFORMATION

 

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 b2b SaaS technology company, focusing on the combination of
maritime domain expertise and AI. We provide access to a best-in-class,
Maritime AI-powered, Predictive Intelligence Platform for the 250,000 target
customers which are involved in maritime trade, including governments,
shipping companies, financial institutions, freight forwarders, beneficial
cargo owners and many more.

On 6 December 2021, the Company completed a process of listing its share
capital on the AIM market of the London Stock Exchange (the IPO).

 

NOTE 2 - BASIS OF PREPARATION

 

a.       These condensed consolidated interim financial information for
the six-month period ended 30 June 2022 have been prepared in accordance with
IAS 34 - 'Interim financial reporting' as issued by the International
Accounting Standards Board. The condensed consolidated interim financial
information should be read in conjunction with the annual financial statements
for the year ended 31 December 2021, which have been prepared in accordance
with IFRS. These condensed consolidated interim financial information are
reviewed and not audited.

 

b.      The accounting policies adopted are consistent with those of the
previous financial year.

 

 

NOTE 3 -     SIGNIFICANT ACCOUNTING POLICIES

 

SIGNIFICANT ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of financial information in accordance with IFRS requires the
use of estimates and

assumptions to be made in applying the accounting policies that affect the
reported amounts of assets, liabilities, revenue and expenses and the
disclosure of contingent assets and liabilities.

 

The estimates and related assumptions are based on previous experiences and
other factors considered reasonable under the circumstances, the results of
which form the basis for making the assumptions about the carrying values of
assets and liabilities that are not readily apparent from other sources.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized in the period in which the
estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and
future periods.

 

Significant accounting policies and computation methods used in preparing the
condensed consolidated interim financial information are consistent with those
used in preparing the 2021 annual financial statements.

 

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

 

 

 

NOTE 4 -     FINANCIAL INSTRUMENTS - FAIR VALUE

 

The management believes that the carrying amount of cash, trade receivables,
restricted deposits trade payables and other current liabilities approximate
their fair value due to the short-term maturities of these instruments or the
sensitivity of the instruments for change in the interest rate.

 

 

NOTE 5 -     SHARE BASED COMPENSATION

 

1.   During May and June 2022, the Company granted in total 814,307 RSU's to
its employees. The total fair value of the RSU's is approximately $1,167
thousand.

 

Most of the RSU's vest over a four year 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.

 

2.   During January to June 2022, 1,432,689 options were exercised by
employees to ordinary shares and the Company received proceeds of
approximately $533 thousand.

 

 

NOTE 6 -     REVENUES FROM CONTRACT WITH CUSTOMERS:

 

The Group derives revenue from providing Software as a Service (SaaS) over
time for the following major customer types and geographical regions:

 

                                               Six months ended
                                               Jun-30
                                               2022                  2021
                                               U.S. dollars in thousands
 a. Customer types:
 Governments                                   8,269                 6,466
 Commercials                                   2,582                 1,623
                                               10,851                8,089

 b. Geographical regions:
 Israel                                        157                   249
 USA                                           3,129                 1,499
 APAC (Asia-Pacific Countries)                 2,149                 1,540
 Europe                                        4,217                 2,924
 Gulf Cooperation Council (GCC) & Africa       1,081                 1,780
 South/Latin America                           118                   97
                                               10,851                8,089

 

 

 

 

NOTE 7 -     SIGNIFICANT EVENTS DURING AND AFTER THE REPORTING PERIOD

 

1.   In June 2022 the Company exercised its option to extend the office
lease period for an additional five years starting on January 1, 2023. The
quarterly lease payments during the option period will be approximately 423
thousand NIS (approximately 121 thousand dollars). As a result of the above,
the Company recognized 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 remeasurement of the lease liability.

 

2.   Date of approval of the condensed consolidated interim financial
information by the Company's Board of Directors: 30 August, 2022.

 

 

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