UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For
the month of February 2024
Commission File
Number: 001-41604
Freightos Limited
(Translation of
registrant's name into English)
Technology Park
Building 2
1 Derech Agudat
Sport HaPo’el
Jerusalem, Israel
9695102
(Address of principal
executive office)
| Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-For Form 40-F: |
| |
|
x Form 20-F |
¨ Form 40-F |
CONTENTS
Quarterly Results of Operations
On February 26, 2024,
Freightos Limited (the “Company”) announced financial results for the fourth quarter of, and full year, 2023 and
provided information regarding its expectations for certain key performance indicators for the first quarter of, and full year,
2024. A copy of the press release containing that announcement is furnished as Exhibit 99.1 to this Report of Foreign Private
Issuer on Form 6-K (this “Form 6-K”).
Exhibits.
Incorporation by Reference
The unaudited consolidated balance sheets,
unaudited consolidated statements of operations, unaudited consolidated statements of cash flows, reconciliation of IFRS gross profit
to non-IFRS gross profit, reconciliation of IFRS operating loss to adjusted EBITDA, and reconciliation of IFRS loss to non-IFRS loss
and loss per share contained in the press release attached as Exhibit 99.1 to this report on Form 6-K are hereby incorporated
by reference into the Company’s registration statement on Form S-8 (File No. 333-270303), to be a part thereof from the
date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
FREIGHTOS
LIMITED |
| Date: February 26,
2024 |
|
| |
/s/
Michael Oberlander |
| |
Name: |
Michael Oberlander |
| |
Title: |
General Counsel |
Exhibit 99.1
Freightos Reports
Fourth Quarter and Full-Year Results with Substantial Transaction Growth and Strong Financial Position
● Full-year
#Transactions growth of 53% showcases robust marketplace expansion
● Year-end
cash balance of $52 million secures foundation for future growth and innovation
● Exceeded
or met expectations across all key performance indicators for the quarter and the year
February 26, 2024 – Jerusalem
/PRNewswire/ - Freightos Limited (NASDAQ: CRGO), a leading vendor-neutral digital booking and payment platform for the international
freight industry, today reported financial results for the quarter and year ended December 31, 2023.
“As we reflect on our first year
as a public company - a year marked by significant challenges for the freight industry - Freightos not only demonstrated remarkable resilience,
but also achieved a significant milestone in the growth of our platform, powering over a million transactions in 2023. This pivotal year
has solidified our position as a leading platform for international freight, highlighting how our relentless drive to digitalize the
industry delivers exceptional value to our customers. I want to take this opportunity to thank our talented team, which is focused on
continually advancing our offerings to streamline operations for our carrier, forwarder and importer or exporter customers,” said
Zvi Schreiber, CEO of Freightos. “Celebrating one year of public company transparency and accountability, Freightos is more dedicated
than ever to our mission of delivering smoother shipping to improve trade between the people of the world.”
“The past year has shown solid
growth and solid progress towards profitability, illustrating our strategic balance between fostering growth and managing costs, while
maintaining a healthy financial position,” said Ran Shalev, CFO of Freightos. “As we enter 2024, we aim to efficiently scale
transactions and revenue, while further reducing our cash burn. Our long-term financial strategy is about establishing our platform as
a standard in the digital international freight market.”
Fourth Quarter 2023 financial highlights
| ● | Revenue of $5.3 million for the
fourth quarter of 2023, an increase of 8% compared to the fourth quarter of 2022. |
| ● | IFRS Gross Margin of 62.2%, up
from 59.2% in the fourth quarter of 2022. Non-IFRS Gross Margin of 70.0%, up from 65.8% for
the fourth quarter of 2022. |
| ● | IFRS operating loss of $4.6 million,
compared to $8.9 million for the fourth quarter of 2022. |
| ● | Adjusted EBITDA of negative $3.8
million, compared to negative $4.4 million for the fourth quarter of 2022. |
Full Year 2023 financial highlights
| ● | Revenue of $20.3 million for the
full year 2023, an increase of 6% compared to 2022. |
| ● | IFRS Gross Margin of 58.2% in
2023, compared with 58.8% in 2022. Non-IFRS Gross Margin of 67.4%, up from 65.2% in 2022. |
| ● | IFRS operating loss of $77.8 million,
including a one-time non-cash $46.7 million share listing expense, compared to $24.3 million
for 2022. |
| ● | Adjusted EBITDA of negative $19.0
million, compared to negative $14.6 million for 2022. |
| ● | Cash and cash equivalents and
short term deposits and investments balance at the end of December 2023 of $51.7 million. |
Recent business highlights
| ● | #Transactions Growth: Freightos
achieved a record 287 thousand Transactions in the fourth quarter of 2023, up 36% year over
year, concluding the year with 1 million and 25 thousand Transactions. This was a significant
outperformance compared to overall international freight market volumes, which remained modest.
Both global air cargo volumes based on IATA data and global ocean container shipping volumes
according to Container Trades Statistics were up only 7% from the fourth quarter of 2022.. |
| ● | Gross Booking Value Growth:
Gross Booking Value (GBV) was $187.5 million in the fourth quarter, up 10% compared to
the fourth quarter of 2022, reflecting strong Transactions growth, offset, in part, by lower
average freight prices. While disruption to shipping in the Red Sea did drive a rate increase,
this only came in the final days of the year. |
| ● | Unique Buyer Users: The
number of unique buyer users digitally booking freight services across the Freightos Platform
grew by 12% compared to the fourth quarter of 2022, reaching 17.6 thousand. |
| ● | Revenue Growth: Revenue
of $5.3 million continues to reflect strong growth of air cargo digital bookings, as well
as solid growth in revenues generated by forwarders’ software solutions and by Freightos
Terminal, the Company’s global air and ocean freight market intelligence solution.
Total Platform revenue in the fourth quarter was $1.9 million, up 1% from the fourth quarter
of 2022, and Solutions revenue was $3.4 million, up 13% year over year. |
| ● | Carrier Growth: The number
of carriers selling on the Platform, primarily on WebCargo, increased to 45 as of the end
of the fourth quarter of 2023. Among these carriers are Japan Airlines and a leading North
American airline. Additional new airlines signed to join the WebCargo platform in the fourth
quarter, including two top-20 air cargo carriers. In addition, the Company signed its largest
SaaS contract ever with another top-20 carrier that relies on Freightos for its cargo portal. |
Financial outlook
| | |
Management Expectations |
| | |
Q1 2024 | |
FY 2024 |
| # Transactions | |
280,500 - 288,000 | |
1,286,500 - 1,376,000 |
| Year over Year Growth | |
22% - 26% | |
26% - 34% |
| GBV ($m) | |
$ 168.0 - $ 172.5 | |
$ 788.9 - $ 844.1 |
| Year over Year Growth | |
(0)% - 2% | |
17% - 26% |
| Revenue ($m) | |
$ 5.2 - $ 5.3 | |
$ 22.4 - $ 24.0 |
| Year over Year Growth | |
8% - 10% | |
11% - 18% |
| Adjusted EBITDA ($m) | |
$ (4.2) - $ (3.9) | |
$ (15.3) - $ (13.8) |
This outlook assumes freight price
levels and freight volumes as of January 31, 2024
Earnings Webcast
Freightos’ management will host
a webcast and conference call to discuss the results today, February 26, 2024 at 8:30 a.m. EST. The call will include presentation
of a general model for long term growth during 2025-2030, as well as an analysis of the current freight market using Freightos Terminal
data.
To participate in the call, please register
at the following link:
https://freightos.zoom.us/webinar/register/WN_2GO5J16IQNiw3KBf9-Befw
Following registration, you will be
sent the link to the conference call which is accessible either via the Zoom app, or alternatively from a dial-in telephone number.
Questions may be submitted in advance
to ir@freightos.com or via Zoom during the call.
A replay of the webcast, as well as
the conference call transcript, will be available on Freightos’ Investor Relations website following the call.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. These statements, which include the financial outlook of Freightos, are based on various assumptions,
whether or not identified in this press release, and on the current expectations of Freightos, and are not predictions of actual performance.
These forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of Freightos. These forward-looking statements
are subject to a number of risks and uncertainties, including the ongoing military conflict in the Middle East; Freightos’ ability
to effectively execute its previously announced operational efficiency and cost reduction plan without undue disruption to its business;
competition and the ability of Freightos to build and maintain relationships with carriers, freight forwarders and importers/exporters
and retain its management and key employees; changes in applicable laws or regulations; any downturn or volatility in economic conditions
whether related to inflation, armed conflict or otherwise; changes in the competitive environment affecting Freightos or its users, including
Freightos’ ability to introduce new products or technologies; risks to Freightos’ ability to protect its intellectual property
and avoid infringement by others, or claims of infringement against Freightos; and those additional factors discussed under the heading
“Risk Factors” in Freightos’ annual report on Form 20-F filed with the SEC on March 30, 2023, and any other
risk factors Freightos includes in any subsequent reports of foreign private issuer on Form 6-K furnished to the SEC. If any of
these risks materializes or our assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks of which Freightos is not aware presently or that Freightos currently believes
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect Freightos’ expectations, plans or forecasts of future events and views as of the date of this press release.
Freightos anticipates that subsequent events and developments will cause Freightos’ assessments to change. However, while Freightos
may elect to update these forward-looking statements at some point in the future, Freightos specifically disclaims any obligation to
do so. These forward-looking statements should not be relied upon as representing Freightos’ assessments as of any date subsequent
to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Financial Information; Non-IFRS Financial
Measures
While certain financial figures included
in this press release have been computed in accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board, this press release does not contain sufficient information to constitute an interim
financial report as defined in International Accounting Standards 34, “Interim Financial Reporting” nor a financial statement
as defined by International Accounting Standards 1 “Presentation of Financial Statements”. Not all of the financial information
in this press release has been audited.
This press release includes certain
financial measures not presented in accordance with generally accepted accounting principles of the IFRS including, but not limited to,
Adjusted EBITDA. These non-IFRS measures differ from the most directly comparable measures determined under IFRS. For the historical
non-IFRS results included herein, we have provided tables at the end of this press release providing a reconciliation of those results
to our results achieved under the most directly comparable IFRS measures. For the forward-looking non-IFRS data included under “Financial
outlook”, we have not included such a reconciliation, because the reconciliation of forward-looking data cannot be prepared without
unreasonable effort. Our results and forecasts expressed as non-IFRS measures should not be considered in isolation or as an alternative
to revenue, net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should
be aware that the presentation of these measures may not be comparable to similarly-titled measures used by other companies. Freightos
believes that Adjusted EBITDA and other non-IFRS measures provide useful information to investors and others in understanding and evaluating
Freightos’ operating results because they provide supplemental measures of our core operating performance and offer consistency
and comparability with both our own past financial performance and with corresponding financial information provided by peer companies.
Certain monetary amounts, percentages and other figures included in this press release have been subject to rounding adjustments, and
therefore may not sum due to rounding.
Definitions
| ● | Carriers: Number of unique
air and ocean carriers who have been sellers of transactions. For airlines, we count booking
carriers, which include separate airlines within the same carrier group. We do not count
dozens of other airlines that operate individual segments of air cargo transactions, as we
do not have a direct booking relationship with them. Carriers include ocean less-than-container
load (LCL) consolidators. In addition, we only count carriers when more than five bookings
were placed with them over the course of a quarter. |
| ● | Unique buyer users: Unique
buyer users represent the number of individual users placing bookings, typically counted
based on unique email logins. The number of buyers, which counts unique customer businesses,
does not reflect the fact that some buyers are large multinational organizations while others
are small or midsize businesses. Therefore, we find it more useful to monitor the number
of unique buyer users than the number of buyer businesses. |
| ● | GBV: GBV represents the
total value of transactions on the Freightos platform, which is the monetary value of freight
and related services contracted between buyers and sellers on the Freightos platform, plus
related fees charged to buyers and sellers, and pass-through payments such as duties. GBV
is converted to U.S. dollars at the time of each transaction on the Freightos platform. This
metric may be similar to what others call gross merchandise value (GMV) or gross services
volume (GSV). We believe that this metric reflects the scale of the Freightos platform and
our opportunities to generate platform revenue. |
| ● | #Transactions: Number of
bookings for freight services, and related services, placed by buyers across the Freightos
platform with third-party sellers and with Clearit. Beginning in the third quarter of 2022,
#Transactions includes trucking bookings, which were added to the Freightos platform following
the acquisition of 7LFreight. The number of transactions booked on the Freightos platform
in any given time period is net of transactions canceled during the same time period. |
| ● | Adjusted EBITDA: Adjusted
EBITDA represents net loss before income taxes, finance income, finance expense, share-based
compensation expense, depreciation and amortization, changes in the fair value of contingent
consideration, operating expense settled by issuance of shares, redomicile costs, share listing
expense, change in fair value of warrants, transaction-related costs, non-recurring expenses
associated with the business combination with Gesher I Acquisition Corp and reorganization
expenses. |
| ● | Platform revenue: Platform
revenue reflects fees charged to buyers and sellers in relation to transactions executed
on the Freightos platform. For bookings conducted by importers/exporters, our fees are typically
structured as a percentage of booking value, depending on the mode and nature of the service.
When freight forwarders book with carriers, the sellers often pay a pre-negotiated flat fee
per transaction. When sellers transact with a buyer who is a new customer to the seller,
we may charge a percentage of the booking value as a fee. |
| ● | Solutions revenue: Solutions
revenue is primarily subscription-based SaaS and data. It is typically priced per user or
per site, per time period, with larger customers such as multinational freight forwarders
often negotiating flat, all- inclusive subscriptions. Revenue from our Solutions segment
includes certain non-recurring revenue from services ancillary to our SaaS products, such
as engineering, customization, configuration and go-live fees, and data services for digitizing
offline data. |
Contacts
Media:
Tali Aronsky
press@freightos.com
Investors:
Anat
Earon-Heilborn
ir@freightos.com
About Freightos Limited
Freightos® operates a
leading, vendor-neutral booking and payment platform for international freight. Freightos’ platform supports supply chain efficiency
and agility by enabling real-time procurement of ocean and air shipping across more than ten thousand importers/exporters, thousands
of forwarders, and dozens of airlines and ocean carriers.
Freightos.com is a premier digital international
freight marketplace for importers and exporters for instant pricing, booking, and shipment management. Thousands of SMBs and enterprises
have sourced shipping services via Freightos across dozens of logistics service providers.
WebCargo® by Freightos
is a leading global freight platform connecting carriers and forwarders. In particular, it is the largest air cargo eBooking platform,
enabling simple and efficient freight pricing and booking between thousands of freight forwarders, including the top twenty global freight
forwarders, and hundreds of airlines, ocean liners and trucking carriers. Airlines on the platform represent over a third of global air
cargo capacity. WebCargo also offers software as a service for forwarders to facilitate digital freight rate management, quoting, and
online sales.
Freightos Data calculates the Freightos
Baltic Index, the industry’s key daily benchmark of container shipping prices, the Freightos Air Index, as well as other market
intelligence products that improve supply chain decision-making, planning, and pricing transparency.
Freightos is a widely recognized logistics
technology leader with a worldwide presence and a broad customer network. Incorporated in the Cayman Islands with offices around the
world, Freightos is a Nasdaq-listed company trading under Nasdaq:CRGO. More information is available at freightos.com/investors.
CONSOLIDATED BALANCE
SHEETS
(In thousands)
| | |
December 31,
2023 | | |
December 31,
2022 | |
| | |
(unaudited) | | |
(audited) | |
| Assets | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash
and cash equivalents | |
$ | 20,165 | | |
$ | 6,492 | |
| User funds | |
| 3,553 | | |
| 3,328 | |
| Trade receivables,
net | |
| 1,880 | | |
| 1,936 | |
| Short-term
bank deposit | |
| 20,000 | | |
| - | |
| Short-term
investments | |
| 11,520 | | |
| - | |
| Other
receivables and prepaid expenses | |
| 2,598 | | |
| 1,215 | |
| | |
| 59,716 | | |
| 12,971 | |
| Non-current Assets: | |
| | |
| |
| Property
and equipment, net | |
| 583 | | |
| 767 | |
| Right-of-use
assets, net | |
| 1,577 | | |
| 1,384 | |
| Intangible
assets, net | |
| 7,607 | | |
| 9,465 | |
| Goodwill | |
| 15,628 | | |
| 15,628 | |
| Deferred
taxes | |
| 969 | | |
| 573 | |
| Other
long-term assets | |
| 1,605 | | |
| 1,018 | |
| | |
| 27,969 | | |
| 28,835 | |
| | |
| | | |
| | |
| Total
assets | |
$ | 87,685 | | |
$ | 41,806 | |
| | |
| | | |
| | |
| Liabilities
and Equity | |
| | | |
| | |
| Current
liabilities: | |
| | | |
| | |
| Short-term
bank loan and credit | |
$ | - | | |
$ | 2,505 | |
| Trade
payables | |
| 3,113 | | |
| 3,234 | |
| User
accounts | |
| 3,553 | | |
| 3,328 | |
| Current
maturity of lease liabilities | |
| 587 | | |
| 613 | |
| Accrued
expenses and other payables | |
| 4,931 | | |
| 7,400 | |
| | |
| 12,184 | | |
| 17,080 | |
| | |
| | | |
| | |
| Long
Term Liabilities: | |
| | | |
| | |
| Lease
liabilities | |
| 712 | | |
| 395 | |
| Employee
benefit liabilities, net | |
| 1,256 | | |
| 1,294 | |
| Warrants
liability | |
| 1,485 | | |
| - | |
| Other
long-term liabilities | |
| 6 | | |
| 1,377 | |
| | |
| 3,459 | | |
| 3,066 | |
| | |
| | | |
| | |
| Equity: | |
| | | |
| | |
| Share
capital | |
| *) | | |
| *) | |
| Share
premium | |
| 256,194 | | |
| 140,229 | |
| Reserve
from remeasurement of defined benefit plans | |
| 27 | | |
| 137 | |
| Accumulated
deficit | |
| (184,179 | ) | |
| (118,706 | ) |
| Total
equity | |
| 72,042 | | |
| 21,660 | |
| | |
| | | |
| | |
| Total
liabilities and equity | |
$ | 87,685 | | |
$ | 41,806 | |
*) Represents an
amount lower than $1.
CONSOLIDATED STATEMENTS
OF OPERATIONS
(in thousands, except share and per
share data)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
(unaudited) | | |
(audited) | |
| Revenue | |
$ | 5,258 | | |
$ | 4,849 | | |
$ | 20,281 | | |
$ | 19,085 | |
| Cost of revenue | |
| 1,986 | | |
| 1,978 | | |
| 8,479 | | |
| 7,859 | |
| Gross profit | |
| 3,272 | | |
| 2,871 | | |
| 11,802 | | |
| 11,226 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 2,501 | | |
| 2,572 | | |
| 11,507 | | |
| 10,217 | |
| Selling and marketing | |
| 3,359 | | |
| 5,411 | | |
| 14,384 | | |
| 12,749 | |
| General and administrative | |
| 2,054 | | |
| 2,448 | | |
| 12,407 | | |
| 9,645 | |
| Reorganization | |
| - | | |
| - | | |
| 884 | | |
| - | |
| Transaction-related costs | |
| - | | |
| 1,334 | | |
| 3,703 | | |
| 2,887 | |
| Share listing expense (1) | |
| - | | |
| - | | |
| 46,717 | | |
| - | |
| Total operating expenses | |
| 7,914 | | |
| 11,765 | | |
| 89,602 | | |
| 35,498 | |
| Operating loss | |
| (4,642 | ) | |
| (8,894 | ) | |
| (77,800 | ) | |
| (24,272 | ) |
| Change in fair value of warrants | |
| 459 | | |
| - | | |
| 9,440 | | |
| - | |
| Finance income | |
| 822 | | |
| 73 | | |
| 3,189 | | |
| 194 | |
| Finance expenses | |
| (100 | ) | |
| (194 | ) | |
| (387 | ) | |
| (454 | ) |
| Financing income (expenses), net | |
| 722 | | |
| (121 | ) | |
| 2,802 | | |
| (260 | ) |
| Loss before taxes on income | |
| (3,461 | ) | |
| (9,015 | ) | |
| (65,558 | ) | |
| (24,532 | ) |
| Income taxes (tax benefit) | |
| (146 | ) | |
| 78 | | |
| (85 | ) | |
| 169 | |
| Loss | |
$ | (3,315 | ) | |
$ | (9,093 | ) | |
$ | (65,473 | ) | |
$ | (24,701 | ) |
| Other comprehensive income (net of tax effect): | |
| | | |
| | | |
| | | |
| | |
| Remeasurement gain (loss) from defined benefit plans | |
| (110 | ) | |
| 44 | | |
| (110 | ) | |
| 269 | |
| Total components that will not be reclassified subsequently to profit or loss | |
| (110 | ) | |
| 44 | | |
| (110 | ) | |
| 269 | |
| Total comprehensive loss | |
$ | (3,425 | ) | |
$ | (9,049 | ) | |
$ | (65,583 | ) | |
$ | (24,432 | ) |
| Basic and diluted loss per Ordinary share | |
$ | (0.07 | ) | |
$ | (1.40 | ) | |
$ | (1.47 | ) | |
$ | (4.25 | ) |
| Weighted average number of shares outstanding used to compute basic and diluted loss per share | |
| 47,787,112 | | |
| 8,180,483 | | |
| 44,907,105 | | |
| 7,930,928 | |
| (1) | Represents
non-recurring, non-cash share-based listing expense incurred in connection with the business
combination with Gesher I Acquisition Corp. |
CONSOLIDATED STATEMENTS
OF CASH FLOWS
(in thousands)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
(unaudited) | | |
(audited) | |
| Cash flows from operating activities: | |
| | | |
| | | |
| | | |
| | |
| Loss | |
$ | (3,315 | ) | |
$ | (9,093 | ) | |
$ | (65,473 | ) | |
$ | (24,701 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| | | |
| | |
| Adjustments to profit or loss items: | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 710 | | |
| 644 | | |
| 2,791 | | |
| 2,413 | |
| Operating expense settled by issuance of shares | |
| 136 | | |
| 2,621 | | |
| 320 | | |
| 2,621 | |
| Share listing expense | |
| - | | |
| - | | |
| 46,717 | | |
| - | |
| Change in fair value of warrants | |
| (459 | ) | |
| - | | |
| (9,440 | ) | |
| - | |
| Changes in the fair value of contingent consideration | |
| (924 | ) | |
| (812 | ) | |
| (1,718 | ) | |
| (1,037 | ) |
| Share-based compensation | |
| 923 | | |
| 539 | | |
| 5,426 | | |
| 1,906 | |
| Finance expenses (income), net | |
| (739 | ) | |
| (1 | ) | |
| (2,667 | ) | |
| 362 | |
| Income taxes (tax benefit) | |
| (146 | ) | |
| 78 | | |
| (85 | ) | |
| 169 | |
| | |
| (499 | ) | |
| 3,069 | | |
| 41,344 | | |
| 6,434 | |
| Changes in asset and liability items: | |
| | | |
| | | |
| | | |
| | |
| Decrease (increase) in user funds | |
| 1,187 | | |
| 2,604 | | |
| (209 | ) | |
| 5,841 | |
| Increase (decrease) in user accounts | |
| (1,187 | ) | |
| (2,604 | ) | |
| 209 | | |
| (5,841 | ) |
| Decrease (increase) in other receivables and prepaid expenses | |
| 427 | | |
| 150 | | |
| 91 | | |
| (142 | ) |
| Decrease in trade receivables | |
| 480 | | |
| 317 | | |
| 143 | | |
| 58 | |
| Increase (decrease) in trade payables | |
| (240 | ) | |
| 104 | | |
| (176 | ) | |
| 1,783 | |
| Increase (decrease) in accrued severance pay, net | |
| 76 | | |
| 109 | | |
| (140 | ) | |
| 187 | |
| Increase other long-term assets | |
| - | | |
| (5 | ) | |
| - | | |
| (5 | ) |
| Increase (decrease) in accrued expenses and other payables | |
| (315 | ) | |
| 253 | | |
| (3,711 | ) | |
| 1,807 | |
| | |
| 428 | | |
| 928 | | |
| (3,793 | ) | |
| 3,688 | |
| Cash received (paid) during the year for: | |
| | | |
| | | |
| | | |
| | |
| Interest received (paid), net | |
| 733 | | |
| (18 | ) | |
| 1,256 | | |
| (162 | ) |
| Taxes paid, net | |
| (339 | ) | |
| (58 | ) | |
| (430 | ) | |
| (167 | ) |
| | |
| 394 | | |
| (76 | ) | |
| 826 | | |
| (329 | ) |
| Net cash used in operating activities | |
| (2,992 | ) | |
| (5,172 | ) | |
| (27,096 | ) | |
| (14,908 | ) |
| Cash flows from investing activities: | |
| | | |
| | | |
| | | |
| | |
| Purchase of property and equipment | |
| (6 | ) | |
| (38 | ) | |
| (80 | ) | |
| (251 | ) |
| Proceeds from sale of property and equipment | |
| - | | |
| 4 | | |
| 8 | | |
| 5 | |
| Acquisition of a subsidiary, net of cash acquired (a) | |
| - | | |
| - | | |
| - | | |
| (4,183 | ) |
| Payment of payables for previous acquisition of a subsidiary | |
| (75 | ) | |
| - | | |
| (211 | ) | |
| (156 | ) |
| Proceeds from receivables for previous acquisition of a subsidiary | |
| - | | |
| 163 | | |
| - | | |
| 163 | |
| Investment in long-term assets | |
| - | | |
| - | | |
| (374 | ) | |
| (353 | ) |
| Withdrawal of a deposit | |
| 15 | | |
| 141 | | |
| 16 | | |
| - | |
| Withdrawal of (investment in) short term investments, net | |
| 18,150 | | |
| - | | |
| (11,520 | ) | |
| - | |
| Investment in short-term bank deposit | |
| - | | |
| (200 | ) | |
| (20,000 | ) | |
| (200 | ) |
| Net cash provided by (used in) investing activities | |
| 18,084 | | |
| 70 | | |
| (32,161 | ) | |
| (4,975 | ) |
| Cash flows from financing activities: | |
| | | |
| | | |
| | | |
| | |
| Proceeds from the issuance of share capital and warrants net of transaction costs | |
| - | | |
| - | | |
| 76,044 | | |
| - | |
| Repayment of lease liabilities | |
| (176 | ) | |
| (240 | ) | |
| (549 | ) | |
| (688 | ) |
| Receipt from a bank loan and credit | |
| - | | |
| 2,505 | | |
| - | | |
| 2,505 | |
| Repayment of short-term bank loan and credit | |
| - | | |
| - | | |
| (2,504 | ) | |
| - | |
| Exercise of options | |
| 135 | | |
| 20 | | |
| 186 | | |
| 73 | |
| Net cash provided by (used in) financing activities | |
| (41 | ) | |
| 2,285 | | |
| 73,177 | | |
| 1,890 | |
| Exchange differences on balances of cash and cash equivalents | |
| 38 | | |
| (44 | ) | |
| (247 | ) | |
| (594 | ) |
| Increase (decrease) in cash and cash equivalents | |
| 15,089 | | |
| (2,861 | ) | |
| 13,673 | | |
| (18,587 | ) |
| Cash and cash equivalents at the beginning of the period | |
| 5,076 | | |
| 9,353 | | |
| 6,492 | | |
| 25,079 | |
| Cash and cash equivalents at the end of the period | |
$ | 20,165 | | |
$ | 6,492 | | |
$ | 20,165 | | |
$ | 6,492 | |
| (a) Acquisition of an initially consolidated subsidiary: | |
| | | |
| | | |
| | | |
| | |
| Working capital (excluding cash and cash equivalents) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (992 | ) |
| Other receivables | |
| - | | |
| - | | |
| - | | |
| 163 | |
| Property and equipment | |
| - | | |
| - | | |
| - | | |
| 12 | |
| Intangible assets | |
| - | | |
| - | | |
| - | | |
| 5,734 | |
| Goodwill | |
| - | | |
| - | | |
| - | | |
| 7,607 | |
| Shares issued | |
| - | | |
| - | | |
| - | | |
| (6,573 | ) |
| Contingent consideration | |
| - | | |
| - | | |
| - | | |
| (1,768 | ) |
| Acquisition of a subsidiary, net of cash acquired | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 4,183 | |
| (b) Significant non-cash transactions: | |
| | | |
| | | |
| | | |
| | |
| Right-of-use asset recognized with corresponding lease liability | |
$ | 613 | | |
$ | - | | |
$ | 852 | | |
$ | 74 | |
| Issuance of shares for previous acquisition of a subsidiary | |
$ | 58 | | |
$ | - | | |
$ | 171 | | |
$ | - | |
RECONCILIATION OF IFRS TO NON-IFRS GROSS
PROFIT AND GROSS MARGIN
(in thousands, except gross margin data)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31 | | |
December 31 | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
(unaudited) | |
| IFRS gross profit | |
$ | 3,272 | | |
$ | 2,871 | | |
$ | 11,802 | | |
$ | 11,226 | |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 101 | | |
| 81 | | |
| 692 | | |
| 290 | |
| Depreciation & Amortization | |
| 309 | | |
| 237 | | |
| 1,180 | | |
| 920 | |
| Non-IFRS gross profit | |
$ | 3,682 | | |
$ | 3,189 | | |
$ | 13,674 | | |
$ | 12,436 | |
| IFRS gross margin | |
| 62.2 | % | |
| 59.2 | % | |
| 58.2 | % | |
| 58.8 | % |
| Non-IFRS gross margin | |
| 70.0 | % | |
| 65.8 | % | |
| 67.4 | % | |
| 65.2 | % |
RECONCILIATION OF IFRS OPERATING LOSS
TO ADJUSTED EBITDA
(in thousands)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31 | | |
December 31 | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
(unaudited) | |
| Operating loss | |
$ | (4,642 | ) | |
$ | (8,894 | ) | |
$ | (77,800 | ) | |
$ | (24,272 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 923 | | |
| 539 | | |
| 5,426 | | |
| 1,906 | |
| Depreciation & Amortization | |
| 710 | | |
| 644 | | |
| 2,791 | | |
| 2,413 | |
| Share listing expense | |
| - | | |
| - | | |
| 46,717 | | |
| - | |
| Non-recurring expenses | |
| - | | |
| - | | |
| 499 | | |
| - | |
| Redomicile costs | |
| - | | |
| 109 | | |
| - | | |
| 734 | |
| Transaction-related costs | |
| - | | |
| 1,334 | | |
| 3,703 | | |
| 2,887 | |
| Changes in the fair value of contingent consideration | |
| (941 | ) | |
| (710 | ) | |
| (1,583 | ) | |
| (935 | ) |
| Reorganization | |
| - | | |
| - | | |
| 884 | | |
| - | |
| Operating expense settled by issuance of shares | |
| 136 | | |
| 2,621 | | |
| 320 | | |
| 2,621 | |
| Adjusted EBITDA | |
$ | (3,814 | ) | |
$ | (4,357 | ) | |
$ | (19,043 | ) | |
$ | (14,646 | ) |
| Adjusted EBITDA margins | |
| -72.5 | % | |
| -89.9 | % | |
| -93.9 | % | |
| -76.7 | % |
RECONCILIATION OF IFRS LOSS TO NON-IFRS
LOSS AND LOSS PER SHARE
(in thousands, except share and per
share data)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31 | | |
December 31 | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
(unaudited) | |
| IFRS loss attributable to ordinary shareholders | |
$ | (3,315 | ) | |
$ | (9,093 | ) | |
$ | (65,473 | ) | |
$ | (24,701 | ) |
| Add: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 923 | | |
| 539 | | |
| 5,426 | | |
| 1,906 | |
| Depreciation & Amortization | |
| 710 | | |
| 644 | | |
| 2,791 | | |
| 2,413 | |
| Share listing expense | |
| - | | |
| - | | |
| 46,717 | | |
| - | |
| Non-recurring expenses | |
| - | | |
| - | | |
| 499 | | |
| - | |
| Redomicile costs | |
| - | | |
| 109 | | |
| - | | |
| 734 | |
| Transaction-related costs | |
| - | | |
| 1,334 | | |
| 3,703 | | |
| 2,887 | |
| Changes in the fair value of contingent consideration | |
| (924 | ) | |
| (812 | ) | |
| (1,718 | ) | |
| (1,037 | ) |
| Reorganization | |
| - | | |
| - | | |
| 884 | | |
| - | |
| Operating expense settled by issuance of shares | |
| 136 | | |
| 2,621 | | |
| 320 | | |
| 2,621 | |
| Change in fair value of warrants | |
| (459 | ) | |
| - | | |
| (9,440 | ) | |
| - | |
| Non IFRS loss | |
$ | (2,929 | ) | |
$ | (4,658 | ) | |
$ | (16,291 | ) | |
$ | (15,177 | ) |
| Non IFRS basic and diluted loss per Ordinary share | |
$ | (0.06 | ) | |
$ | (0.85 | ) | |
$ | (0.38 | ) | |
$ | (3.05 | ) |
| Weighted average number of shares outstanding used to compute basic and diluted loss per share | |
| 47,787,112 | | |
| 8,180,483 | | |
| 44,907,105 | | |
| 7,930,928 | |
Freightos (NASDAQ:CRGO)
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