Nayax Ltd. (Nasdaq: NYAX, TASE: NYAX), a global
commerce payments and loyalty platform designed to help merchants
scale their business, today announced its financial results for the
second quarter, ended June 30, 2024.
"I am very pleased with our second quarter
results, showing another quarter of excellent execution with strong
demand for our products across all segments of the market. Our
second quarter results demonstrate strong top-line growth and
margin expansion that we expect to continue to build on throughout
the year. Our commitment towards profitable growth has yielded
outstanding results, marking significant improvement in our
operating profit and adjusted EBITDA. We are especially pleased
with the growth in recurring revenue, improvements in gross margins
and adjusted EBITDA. Our recent acquisitions in Q2 of VMtecnologia
and Roseman are accretive acquisitions that will support our
expanded global footprint and pipeline.
Growing synergies from all parts of our
business, combined with an ongoing focus on improving margins, will
continue to drive our strong growth in revenue and profitability
for the foreseeable future," commented Yair Nechmad, Chief
Executive Officer and Chairman of the Board.
Sagit Manor, Chief Financial Officer
added, “Nayax reported a solid set of quarterly financial
results. We continue to grow at a fast pace, and in line with our
strategy, reaching a record revenue of $78.1 million. We presented
a solid increase in the number of managed and connected devices.
Especially noteworthy is the strong improvement in our hardware
gross margins, which were 29% compared to 19% in the second quarter
of last year. We have strategically placed increased focus on
leasing and rental over device sales, which will ultimately lead to
a higher margin profile for our business in the mid and long term,
per our guidance. Adjusted EBITDA in the quarter improved to $8.1
million and we returned to an operating profit. Looking ahead, we
expect to continue our strong and profitable growth and we
reiterate our full-year 2024 guidance on both top and bottom
line.”
- Adjusted EBITDA is a non-IFRS financial measure. Please refer
to the tables at the end of this news release for a reconciliation
of adjusted EBITDA to the most directly comparable IFRS
measure.
- The Company does not provide a reconciliation of
forward-looking adjusted EBITDA to IFRS net income (loss) due to
the inherent difficulty in forecasting and quantifying certain
amounts that are necessary for such reconciliation, in particular,
because special items such as finance expenses and Issuance
and acquisition costs used to calculate projected net income (loss)
vary dramatically based on actual events. Therefore, the Company is
not able to forecast on an IFRS basis with reasonable certainty all
deductions needed in order to provide an IFRS calculation of
projected net income (loss) at this time. The amount of these
deductions may be material, and therefore could result in projected
IFRS net income (loss) being materially less than projected
adjusted EBITDA (non-IFRS).
Second Quarter 2024 Financial Highlights
(All comparisons are relative to the second
quarter and three-month period ended June 30, 2023, unless
otherwise stated)
|
Revenue Breakdown Summary |
Q2 2024 ($M) |
Q2 2023 ($M) |
Growth (%) |
| SaaS
revenue |
21.4 |
14.3 |
50% |
| Payment
processing fees |
32.0 |
22.0 |
45% |
|
Total recurring revenue (*) |
53.4 |
36.3 |
47% |
|
POS devices revenue (**) |
24.7 |
19.9 |
24% |
|
Total revenue (***) |
78.1 |
56.2 |
39% |
(*) Recurring revenue
comprised of SaaS revenue and payment processing fees.(**) POS
devices revenue includes revenues that are derived from the sale of
our hardware products.(***) Q2 2024 includes revenues from recent
acquisition of VMtechnologia and Roseman consolidated for the first
time.
- Revenue of $78.1 million up 39%.
- Recurring revenue from SaaS and processing fees comprised 68%
of total revenue and grew 47%.
- Hardware revenues increased by 24% with strong demand for
products across all market segments.
- Gross margin improved strongly to 44.3% from 37.1%. This was
primarily due to significantly improved hardware margins rising to
29% from 19%, as a result of various steps taken to increase
efficiencies within Nayax’s business and supply chain in recent
quarters.
- Nayax reported a return to operating profit of $0.9 million,
compared to an operating loss of $3.7 million.
- Finance expenses, net, were negatively impacted by $1 million,
a complete write off, due to a change in the fair value of our
minority investment in Nilus, treated as a financial asset,
measured at fair value through profit or loss.
- Net loss for the period was reduced to $3.0 million
or ($0.083) per share, compared to a net loss of $4.0 million,
or ($0.120) per share.
- Adjusted EBITDA for the period was $8.1 million, an improvement
of $6.8 million, compared to an adjusted EBITDA of $1.3
million.
- Revenue and adjusted EBITDA were negatively impacted by an
approximate $1 million in purchase accounting adjustment, due to a
fair-value adjustment to deferred revenue, related to the Retail
Pro acquisition completed in Q4 2023.
- Strong cash flow from operating activities of $9.2
million.
- As of June 30, 2024, the Company had $86 million in cash and
cash equivalents and short-term deposits. This cash position
reflects the gross cash consideration of $18.7 million for the two
recent acquisitions of VMtechnologia (“VM Tech”) and Roseman.
- As of June 30, 2024, short-term and long-term debt balances
stood at $54 million.
Second Quarter 2024 Operational Metric
Highlights
|
Key Performance Indicators |
Q2 2024 |
Q2 2023 |
Growth (%) |
|
Total transaction value ($m) |
1,186 |
885 |
34% |
|
Number of processed transactions (millions) |
583 |
446 |
31% |
|
Take rate % (payments) (*) |
2.70% |
2.49% |
8% |
|
Managed and Connected devices (millions) (**) |
1,186 |
824 |
44% |
(*) Payment service
providers typically take a percentage of every transaction in
exchange for facilitating the movement of funds from the buyer to
the seller. Take rate % (payments) is calculated by dividing the
total dollar transaction value by the Company’s processing revenue
in the same quarter.(**) Number of Managed and connected devices
includes 22,000 generated by VM Tech and 130,000 generated by
Retail Pro as of the acquisition date.
- Total transaction value grew 34% to approximately $1.2
billion.
- Number of processed transactions increased 31% to 583
million.
- Growth in the customer base continued at a healthy pace, adding
9,000 new customers in the quarter including 6,000 from organic
growth, bringing the total customer base to over 85,000, an
increase of 52% year-over-year.
- The dollar-based net retention rate remained high at 130%,
reflecting strong customer satisfaction, while the customer churn
rate remained low at 2.8%.
- Driven by robust customer demand, Nayax added 78,000 managed
and connected devices in the quarter, including 22,000 new devices
from the recent acquisition of VMtechnologia.
- This brought the total number of managed and connected devices
to 1,186,000 representing an increase of 44% year-over-year.
Recent Business Highlights
- Nayax launched Nayax EV CloudPay, a cloud-based payments
solution to help facilitate payments at electric vehicle (EV)
charging stations. Many drivers currently pay for their EV charges
by downloading multiple mobile apps. Since the kiosk is
cloud-based, a single kiosk can facilitate the payments for
multiple chargers, enabling a seamless experience for charging
station operators and customers.
- Nayax’ VPOS Touch card reader won the Best Payment System award
from The Vendies, an annual UK-based vending industry award.
Nayax’s VPOS Touch helps operators stay on top of their business
via telemetry technology that communicates with a vending
management system and app. The Nayax VPOS Touch won the same award
for Best Payment System in 2021 and won the Payment System of the
Year award from The Vendies in 2016, 2017, and 2018.
- Nayax successfully closed the acquisition of VMtecnologia, a
leading financial technology provider for the automated
self-service industry in Brazil. This acquisition provides Nayax
with a strong entry point into Latin America and into Brazil in
particular and expands Nayax’s total addressable markets.
- Nayax successfully closed the acquisition of Roseman
Engineering, a Tel-Aviv based fuel and electric vehicle (EV)
management software solution provider that allows managers of gas
stations to track fuel station income, reduce expenses, and
increase operational efficiencies. This acquisition complements
Nayax’s existing offerings utilized by EV charging station
operators worldwide.
Financial Outlook
For the full year 2024, management reiterates
full year revenue, adjusted EBITDA and cash flow guidance, while
increasing guidance on hardware gross margins.
Full year 2024 revenue expectations continue to
be in the range of $325 million to $335 million, on a constant
currency basis, representing year-over-year growth of at least
38%.
Nayax management increases its guidance on
hardware gross margins and now expects it to be in the range of 27%
to 29%, an increase from the former range of 25% to 27%. The
increase was due to various improvements implemented in recent
quarters including taking advantage of economies of scale, enhanced
pricing strategies and continued cost optimization initiatives as
well as a positive impact from the recent acquisitions.
We expect a slight increase in operating
expenses due to the addition of the recent acquisitions.
Adjusted EBITDA for 2024 is expected to be in
the range of $30 million to $35 million, as Nayax continues to
scale its business and benefit from its high operating
leverage.
Management expects that for the full year 2024,
free cash flow, defined as operating cash flow minus capital
expenditure, will be positive in aggregate.
On a long-term basis, management targets an
approximate 35% annual growth on revenue, driven by a combination
of organic growth and strategic M&A. The target model for
adjusted EBITDA margin is 30%, and for gross margin is 50%.
It is noted that the financial outlook provided
by Nayax constitutes forward-looking information within the meaning
of applicable securities laws and is based on a number of
assumptions and subject to a number of risks and is current as of
today. Unless required by law, Nayax has no obligation to update
its guidance. Please see the cautionary note regarding
Forward-looking Statements below.
Investor Conference Calls
Nayax will host two conference calls to discuss
the results later today, August 7, 2024. The first will be in
English for international investors and the other in Hebrew for
Israel-based investors to discuss its second quarter 2024
results.
The conference call in English will be held at:
8:30 a.m. Eastern Time / 3:30 p.m. Israel Time / 5:30 a.m. Pacific
Time. The conference call in Hebrew will be held at: 9:30 a.m.
Eastern Time / 4:30 p.m. Israel time / 6:30 a.m. Pacific Time.
Participating on the calls will be Yair Nechmad,
Chief Executive Officer and Sagit Manor, Chief Financial
Officer.
For the conference call in English, Nayax
encourages participants to pre-register using the link below. Those
who pre-register will be given a unique PIN to gain immediate
access to the call, bypassing the live operator. Participants may
pre-register any time, including up to and after the call/webcast
start time. Participants will immediately receive an online
confirmation, an email with the dial in number and a calendar
invitation for the event.
To pre-register, go to:
http://services.incommconferencing.com/DiamondPassRegistration/register?confirmationNumber=13747984&linkSecurityString=1d4e01d130
For those who are unable to pre-register, kindly join the
conference call/webcast by using one of the dial-in numbers or
clicking the webcast link below.
- U.S. TOLL-FREE: 1-877-737-7051;
- ISRAEL TOLL-FREE: 1 809 455 690;
- INTERNATIONAL: 1-201-689-8878
English webcast Link:
https://viavid.webcasts.com/starthere.jsp?ei=1680817&tp_key=289f88c4f9
Following the conference call, a replay will be available until
August 21, 2024. To access the replay, please dial one of the
following numbers:
- Replay TOLL-FREE: 1-844-512-2921
- Replay TOLL/INTERNATIONAL: 1-412-317-6671
- Replay TOLL/Israel: 1-809-458-327
- Replay Pin Number: 137479845550
An archive of the audio webcast will be
available on Nayax's Investor Relations website: Nayax - Investor
Relations
Hebrew webcast link:
To access the conference call/webcast in Hebrew,
use the link:
https://us02web.zoom.us/j/84395935079
Forward-Looking Statements
This press release contains statements that
constitute forward-looking statements. Many of the forward-looking
statements contained in this press release can be
identified by the use of forward-looking words such as
“anticipate,” “believe,” “could,” “expect,” “should,” “plan,”
“intend,” “estimate” and “potential,” among others. Forward-looking
statements include, but are not limited to, statements regarding
our intent, belief or current expectations.
Forward-looking statements are based on our management’s beliefs
and assumptions and on information currently available to our
management. Such statements are subject to risks and uncertainties,
and actual results may differ materially from those expressed or
implied in the forward-looking statements due to of various
factors, including, but not limited to: our expectations regarding
general market conditions, including as a result of the COVID-19
pandemic and other global economic trends; changes in consumer
tastes and preferences; fluctuations in inflation,
interest rate and exchange rates in the global economic
environment; the availability of qualified personnel and the
ability to retain such personnel; changes in commodity costs,
labor, distribution and other operating costs; our ability to
implement our growth strategy; changes in government regulation and
tax matters; other factors that may affect our financial condition,
liquidity and results of operations; general economic, political,
demographic and business conditions in Israel, including the
ongoing war in Israel that began on October 7, 2023 and global
perspectives regarding that conflict; the success of operating
initiatives, including advertising and promotional efforts and new
product and concept development by us and our competitors; and
other risk factors discussed under “Risk Factors” in our annual
report on Form 20-F filed with the SEC on February 28,
2024 (our "Annual Report"). The preceding list is not intended
to be an exhaustive list of all of our forward-looking
statements. The forward-looking statements are based on our
beliefs, assumptions and expectations of future
performance, taking into account the information currently
available to us. These statements are only estimates based upon our
current expectations and projections about future events. There are
important factors that could cause our actual results, levels of
activity, performance or achievements to differ
materially from the results, levels of activity, performance or
achievements expressed or implied by the forward-looking
statements. In particular, you should consider the risks
provided under “Risk Factors” in our Annual Report. You should not
rely upon forward-looking statements as predictions of future
events. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee that
future results, levels of activity, performance and events and
circumstances reflected in the forward-looking statements will be
achieved or will occur. Each forward-looking statement speaks only
as of the date of the particular statement. Except as required
by law, we undertake no obligation to update publicly any
forward-looking statements for any reason, to conform these
statements to actual results or to changes in our expectations.
Use of Non-IFRS Financial
Information
In addition to various operational metrics and
financial measures in accordance with accounting principles
generally accepted under International Financial Reporting
Standards, or IFRS, this press release contains Adjusted EBITDA, a
non-IFRS financial measure, as a measure to evaluate our past
results and future prospects.
Adjusted EBITDA
Adjusted EBITDA is a non-IFRS financial measure
that we define as loss for the period plus finance expenses, tax
expense, depreciation and amortization, share-based compensation
costs, non-recurring issuance and acquisition related costs and our
share in losses of associates accounted for by the equity
method.
We present Adjusted EBITDA in this press release
because it is a measure that our management and board of directors
utilize as a measure to evaluate our operating performance and for
internal planning and forecasting purposes. Accordingly, we believe
that Adjusted EBITDA provides useful information to investors and
others in understanding and evaluating our operating results in the
same manner as our management and board of directors.
We believe that Adjusted EBITDA, when taken
collectively with financial measures prepared in accordance with
IFRS, may be helpful to investors because it provides an additional
tool for investors to use in evaluating our ongoing operating
results and trends and in comparing our financial results with
other companies because it provides consistency and comparability
with past financial performance. However, our management does not
consider this non-IFRS measure in isolation or as an alternative to
financial measures determined in accordance with IFRS.
Adjusted EBITDA is presented for supplemental
informational purposes only, has limitations as an analytical tool
and should not be considered in isolation or as a substitute for
financial information presented in accordance with IFRS. Adjusted
EBITDA may be different from similarly titled measures used by
other companies. The principal limitation of Adjusted EBITDA is
that it excludes significant expenses that are required by IFRS to
be recorded in our financial statements, as further detailed above.
In addition, it is subject to inherent limitations as it reflects
the exercise of judgment by management about which expenses are
excluded or included in determining Adjusted EBITDA.
A reconciliation is provided at the end of this
press release for Adjusted EBITDA to net loss, the most directly
comparable financial measure prepared in accordance with IFRS.
Investors are encouraged to review net loss and the reconciliation
to Adjusted EBITDA included below and to not rely on any single
financial measure to evaluate our business.
Constant Currency
Nayax presents constant currency information to
provide a framework for assessing how our underlying businesses
performed excluding the effect of foreign currency rate
fluctuations. Future expected results for transactions in
currencies other than United States dollars are converted into
United States dollars using the exchange rates in effect in the
last month of the reporting period. Nayax provides this financial
information to aid investors in better understanding our
performance. These constant currency financial measures presented
in this release should not be considered as a substitute for, or
superior to, the measures of financial performance prepared in
accordance with IFRS.
The Company cannot provide expected 2024 net
income without unreasonable effort because certain items that
impact net income are out of the Company's control and/or cannot be
reasonably predicted at this time, of which unavailable information
could have a significant impact on the Company’s IFRS financial
results.
About Nayax
Nayax is a global commerce enablement, payments
and loyalty platform designed to help merchants scale their
business. Nayax offers a complete solution including localized
cashless payment acceptance, management suite, and loyalty tools,
enabling merchants to conduct commerce anywhere, at any time. With
foundations and global leadership in serving unattended retail,
Nayax has transformed into a comprehensive solution focused on our
customers' growth across multiple channels. As of June 30, 2024,
Nayax has 11 global offices, approximately 1,100 employees,
connections to more than 80 merchant acquirers and payment method
integrations and globally recognized as a payment facilitator.
Nayax's mission is to improve our customers' revenue potential and
operational efficiency. For more information, please visit
www.nayax.com
|
Public Relations Contact: Scott Gamm Strategy
Voice Associates Scott@strategyvoiceassociates.com |
Investor Relations Contact: Aaron Greenberg Chief
Strategy Officer Aarong@nayax.com |
|
NAYAX LTD.CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTSAs of June 30, 2024(Unaudited) |
|
NAYAX LTD.CONDENSED CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION (UNAUDITED) |
|
|
|
|
June 30 |
|
December 31 |
| |
2024 |
|
2023 |
| |
|
|
|
| |
U.S.
dollars in thousands |
| ASSETS |
|
|
|
| |
|
|
|
| CURRENT
ASSETS: |
|
|
|
| Cash and cash equivalents |
61,912 |
|
38,386 |
| Restricted cash transferable
to customers for processing activity |
54,397 |
|
49,858 |
| Short-term bank deposits |
24,137 |
|
1,269 |
| Receivables in respect of
processing activity |
72,356 |
|
43,261 |
| Trade receivable, net |
47,019 |
|
41,300 |
| Inventory |
20,308 |
|
20,563 |
| Other current assets |
10,717 |
|
8,772 |
| Total current
assets |
290,846 |
|
203,409 |
| |
|
|
|
| NON-CURRENT
ASSETS: |
|
|
|
| Long-term bank deposits |
2,119 |
|
2,304 |
| Other long-term assets |
5,571 |
|
5,883 |
| Investment in associate |
4,486 |
|
5,024 |
| Right-of-use assets, net |
6,373 |
|
5,341 |
| Property and equipment,
net |
11,347 |
|
5,487 |
| Goodwill and intangible
assets, net |
113,946 |
|
96,411 |
| Total non-current
assets |
143,842 |
|
120,450 |
| TOTAL
ASSETS |
434,688 |
|
323,859 |
| |
|
|
|
|
NAYAX LTD.CONDENSED CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION (UNAUDITED) |
|
|
|
|
June 30 |
|
December 31 |
| |
2024 |
|
2023 |
| |
U.S. dollars in thousands |
| LIABILITIES AND
EQUITY |
|
|
|
| |
|
|
|
| CURRENT
LIABILITIES: |
|
|
|
| Short-term bank credit |
34,530 |
|
47,477 |
| Current maturities of
long-term bank loans |
2,386 |
|
1,101 |
| Current maturities of loans
from others and other long-term liabilities |
4,451 |
|
5,422 |
| Current maturities of leases
liabilities |
2,637 |
|
2,145 |
| Payables in respect of
processing activity |
139,780 |
|
104,523 |
| Trade payables |
17,265 |
|
17,464 |
| Other payables |
31,122 |
|
25,650 |
| Total current
liabilities |
232,171 |
|
203,782 |
| |
|
|
|
| NON-CURRENT
LIABILITIES: |
|
|
|
| Long-term bank loans |
15,417 |
|
327 |
| Long-term loans from others
and other long-term liabilities |
20,762 |
|
14,476 |
| Post-employment benefit
obligations, net |
715 |
|
427 |
| Lease liabilities |
4,412 |
|
4,149 |
| Deferred income taxes |
2,524 |
|
3,108 |
| Total non-current
liabilities |
43,830 |
|
22,487 |
| TOTAL
LIABILITIES |
276,001 |
|
226,269 |
| |
|
|
|
| EQUITY: |
|
|
|
| Share capital |
9 |
|
8 |
| Additional paid in
capital |
218,792 |
|
153,524 |
| Capital reserves |
10,129 |
|
9,643 |
| Accumulated deficit |
(70,243) |
|
(65,585) |
| TOTAL
EQUITY |
158,687 |
|
97,590 |
| TOTAL EQUITY
AND LIABILITIES |
434,688 |
|
323,859 |
|
NAYAX LTD.CONDENSED CONSOLIDATED STATEMENTS OF
LOSS (UNAUDITED) |
| |
| |
Six months ended June 30 |
|
Three months ended June 30 |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
| |
U.S. dollars in thousands |
| |
(Excluding loss per share data) |
| |
|
|
|
|
| Revenues |
142,049 |
|
108,569 |
|
78,087 |
|
56,159 |
| Cost of revenues |
(79,474) |
|
(69,838) |
|
(43,499) |
|
(35,303) |
| Gross
Profit |
62,575 |
|
38,731 |
|
34,588 |
|
20,856 |
| |
|
|
|
|
| Research and development
expenses |
(12,762) |
|
(10,106) |
|
(6,417) |
|
(4,970) |
| Selling, general and
administrative expenses |
(45,284) |
|
(33,967) |
|
(23,824) |
|
(17,536) |
| Depreciation and amortization
in respect of technology and capitalized development costs |
(5,383) |
|
(2,814) |
|
(2,812) |
|
(1,674) |
| Other expenses, net |
(506) |
|
- |
|
(378) |
|
- |
| Share of loss of equity method
investee |
(538) |
|
(741) |
|
(248) |
|
(383) |
| Operating profit
(loss) |
(1,898) |
|
(8,897) |
|
909 |
|
(3,707) |
| Finance expenses, net |
(5,989) |
|
(118) |
|
(3,601) |
|
(40) |
| Loss before taxes on
income |
(7,887) |
|
(9,015) |
|
(2,692) |
|
(3,747) |
| Income tax expense |
(82) |
|
(485) |
|
(321) |
|
(226) |
| Loss for the
period |
(7,969) |
|
(9,500) |
|
(3,013) |
|
(3,973) |
| |
|
|
|
|
| Loss per share
attributed to shareholders of the Company: |
|
|
|
|
| Basic and diluted loss per
share |
(0.227) |
|
(0.288) |
|
(0.083) |
|
(0.120) |
|
NAYAX LTD.CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE LOSS (UNAUDITED) |
| |
| |
Six months ended June 30 |
|
Three months ended June 30 |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
| |
|
|
|
|
| |
U.S. dollars in thousands |
| Loss for the
period |
(7,969) |
|
(9,500) |
|
(3,013) |
|
(3,973) |
| |
|
|
|
|
| Other comprehensive
income (loss) for the period: |
|
|
|
|
| Items that may be
reclassified to profit or loss: |
|
|
|
|
| Gains (loss) on cash flow
hedges |
(39) |
|
- |
|
3 |
|
- |
| Gain from translation of
financial statements of foreign operations |
525 |
|
109 |
|
314 |
|
70 |
| Total comprehensive
loss for the period |
(7,483) |
|
(9,391) |
|
(2,696) |
|
(3,903) |
|
NAYAX LTD.CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN EQUITY (UNAUDITED) |
|
|
|
|
Share capital |
|
Additional paid in capital |
|
Remeasurement of post-employment benefit
obligations |
|
Other capital reserves |
|
Foreign currency translation reserve |
|
Accumulated deficit |
|
Total equity |
| |
U.S. dollars in thousands |
| |
|
|
|
|
|
|
|
|
|
|
| Balance at January 1,
2024 |
8 |
|
153,524 |
|
248 |
|
9,545 |
|
(150) |
|
(65,585) |
|
97,590 |
| Changes in the six
months ended June 30, 2024: |
|
|
|
|
|
|
|
|
|
|
| Loss for the period |
|
|
|
|
|
|
|
|
(7,969) |
|
(7,969) |
| Issuance of ordinary
shares |
1 |
|
63,190 |
|
- |
|
- |
|
- |
|
- |
|
63,191 |
| Other comprehensive income for
the period |
- |
|
- |
|
- |
|
(39) |
|
525 |
|
- |
|
486 |
| Employee options
exercised |
* |
|
2,078 |
|
- |
|
- |
|
- |
|
- |
|
2,078 |
| Share-based payment |
- |
|
- |
|
- |
|
- |
|
- |
|
3,311 |
|
3,311 |
| Balance on June 30,
2024 |
9 |
|
218,792 |
|
248 |
|
9,506 |
|
375 |
|
(70,243) |
|
158,687 |
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Balance at January 1,
2023 |
8 |
|
151,406 |
|
248 |
|
9,503 |
|
20 |
|
(56,550) |
|
104,635 |
| Changes in the six
months ended June 30, 2023: |
|
|
|
|
|
|
|
|
|
|
| Loss for the period |
- |
|
- |
|
- |
|
- |
|
- |
|
(9,500) |
|
(9,500) |
| Other comprehensive income for
the period |
- |
|
- |
|
- |
|
- |
|
109 |
|
- |
|
109 |
| Employee options
exercised |
* |
|
1,242 |
|
- |
|
- |
|
- |
|
- |
|
1,242 |
| Share-based payment |
- |
|
- |
|
- |
|
- |
|
- |
|
3,470 |
|
3,470 |
| Balance on June 30,
2023 |
8 |
|
152,648 |
|
248 |
|
9,503 |
|
129 |
|
(62,580) |
|
99,956 |
(*) Represents an amount lower than $1 thousand.
|
NAYAX LTD.CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN EQUITY (UNAUDITED) |
|
|
|
|
Share capital |
|
Additional paid in capital |
|
Remeasurement of post-employment benefit
obligations |
|
Other capital reserves |
|
Foreign currency translation reserve |
|
Accumulated deficit |
|
Total equity |
| |
U.S. dollars in thousands |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at April 1,
2024 |
9 |
|
217,330 |
|
248 |
|
9,503 |
|
61 |
|
(68,964) |
|
158,187 |
| Changes in the three
months ended June 30, 2024: |
|
|
|
|
|
|
|
|
|
|
|
|
| Loss for the period |
- |
|
- |
|
- |
|
- |
|
- |
|
(3,013) |
|
(3,013) |
| Other comprehensive loss for
the period |
- |
|
- |
|
- |
|
3 |
|
314 |
|
- |
|
317 |
| Employee options
exercised |
* |
|
957 |
|
- |
|
- |
|
- |
|
- |
|
957 |
| Issuance of ordinary
shares |
* |
|
505 |
|
- |
|
- |
|
- |
|
- |
|
505 |
| Share-based compensation |
- |
|
- |
|
- |
|
- |
|
- |
|
1,734 |
|
1,734 |
| Balance on June 30,
2024 |
9 |
|
218,792 |
|
248 |
|
9,506 |
|
375 |
|
(70,243) |
|
158,687 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at April 1,
2023 |
8 |
|
151,710 |
|
248 |
|
9,503 |
|
59 |
|
(60,286) |
|
101,242 |
| Changes in the three
months ended June 30, 2023: |
|
|
|
|
|
|
|
|
|
|
|
|
| Loss for the period |
- |
|
- |
|
- |
|
- |
|
- |
|
(3,973) |
|
(3,973) |
| Other comprehensive income for
the period |
- |
|
- |
|
- |
|
- |
|
70 |
|
- |
|
70 |
| Employee options
exercised |
* |
|
938 |
|
- |
|
- |
|
- |
|
- |
|
938 |
| Share-based compensation |
- |
|
- |
|
- |
|
- |
|
- |
|
1,679 |
|
1,679 |
| Balance on June 30,
2023 |
8 |
|
152,648 |
|
248 |
|
9,503 |
|
129 |
|
(62,580) |
|
99,956 |
(*) Represents an amount lower than $1 thousand.
|
NAYAX LTD.CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (UNAUDITED) |
| |
| |
Six months ended June 30 |
|
Three months ended June 30 |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
| |
U.S. dollars in thousands |
| CASH FLOWS FROM
OPERATING ACTIVITIES: |
|
|
|
|
| Net loss for the period |
(7,969) |
|
(9,500) |
|
(3,013) |
|
(3,973) |
| Adjustments to reconcile net
loss to net cash provided by operations (see Appendix A) |
17,299 |
|
8,722 |
|
12,203 |
|
2,310 |
| Net cash provided by
(used in) operating activities |
9,330 |
|
(778) |
|
9,190 |
|
(1,663) |
| |
|
|
|
|
| CASH FLOWS FROM
INVESTING ACTIVITIES: |
|
|
|
|
| Capitalized development
costs |
(9,788) |
|
(7,984) |
|
(5,417) |
|
(4,449) |
| Acquisition of property and
equipment |
(1,009) |
|
(274) |
|
(849) |
|
(178) |
| Loans granted to related
company |
(559) |
|
(620) |
|
(300) |
|
(620) |
| Increase in bank deposits |
(22,715) |
|
(1,182) |
|
312 |
|
(1,123) |
| Payments for acquisitions of
subsidiaries, net of cash acquired |
(14,934) |
|
- |
|
(14,934) |
|
- |
| Interest received |
1,045 |
|
448 |
|
612 |
|
424 |
| Investments in financial
assets |
(284) |
|
(97) |
|
- |
|
(97) |
| Proceeds from sub-lessee |
111 |
|
69 |
|
56 |
|
69 |
| Net cash used in investing activities |
(48,133) |
|
(9,640) |
|
(20,520) |
|
(5,974) |
| |
|
|
|
|
| CASH FLOWS FROM
FINANCING ACTIVITIES: |
|
|
|
|
| Issuance of ordinary
shares |
62,686 |
|
- |
|
- |
|
- |
| Interest paid |
(2,339) |
|
(1,020) |
|
(1,254) |
|
(745) |
| Changes in short-term bank credit |
(12,404) |
|
10,874 |
|
7,051 |
|
6,643 |
| Royalties paid in respect to government assistance plans |
- |
|
(67) |
|
- |
|
(67) |
| Receipt of long-term bank loans |
17,000 |
|
- |
|
- |
|
- |
| Repayment of long-term bank loans |
(2,180) |
|
(502) |
|
(1,916) |
|
(248) |
| Repayment of long-term loans from others |
(1,723) |
|
(2,261) |
|
(581) |
|
(1,055) |
| Repayment of other long-term liabilities |
(100) |
|
(136) |
|
(76) |
|
(67) |
| Employee options exercised |
2,626 |
|
1,033 |
|
1,730 |
|
937 |
| Principal lease payments |
(1,269) |
|
(1,063) |
|
(683) |
|
(489) |
| Net cash provided by
financing activities |
62,297 |
|
6,858 |
|
4,271 |
|
4,909 |
| |
|
|
|
|
| Increase (Decrease) in
cash and cash equivalents |
23,494 |
|
(3,560) |
|
(7,059) |
|
(2,728) |
| Balance of cash and
cash equivalents at beginning of period |
38,386 |
|
33,880 |
|
68,569 |
|
33,212 |
| Gains (losses) from
exchange differences on cash and cash equivalents |
(994) |
|
537 |
|
(523) |
|
424 |
| Gains (losses) from
translation differences on cash and cash equivalents of foreign
operations |
1,026 |
|
193 |
|
925 |
|
142 |
| Balance of cash and
cash equivalents at end of period |
61,912 |
|
31,050 |
|
61,912 |
|
31,050 |
|
NAYAX LTD.CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (UNAUDITED) |
| |
| |
Six months ended June 30 |
|
Three months ended June 30 |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
| |
U.S. dollars in thousands |
| Appendix A –
adjustments to reconcile net loss to net cash provided by
operations: |
|
|
|
|
| |
|
|
|
|
| Adjustments in respect of: |
|
|
|
|
| Depreciation and amortization |
9,561 |
|
5,783 |
|
5,043 |
|
3,156 |
| Post-employment benefit obligations, net |
(5) |
|
26 |
|
(9) |
|
22 |
| Deferred taxes |
(772) |
|
(72) |
|
(283) |
|
(36) |
| Finance expenses (income), net |
2,562 |
|
(1,018) |
|
1,750 |
|
(807) |
| Expenses in respect of long-term employee benefits |
634 |
|
98 |
|
334 |
|
38 |
| Share of loss of equity method investee |
538 |
|
741 |
|
248 |
|
383 |
| Long-term deferred income |
570 |
|
(52) |
|
261 |
|
(26) |
| Expenses in respect of share-based compensation |
2,965 |
|
2,985 |
|
1,512 |
|
1,425 |
| Total adjustments |
16,053 |
|
8,491 |
|
8,856 |
|
4,155 |
| |
|
|
|
|
| Changes in operating asset and liability items: |
|
|
|
|
| Increase in restricted cash
transferable to customers for processing activity |
(4,539) |
|
(16,456) |
|
(447) |
|
(6,493) |
| Increase in receivables from processing activity |
(29,098) |
|
(7,023) |
|
(6,707) |
|
(4,662) |
| Increase in trade receivables |
(3,289) |
|
(4,949) |
|
(3,684) |
|
(2,517) |
| Decrease (Increase) in other current assets |
2,220 |
|
(238) |
|
2,873 |
|
(1,237) |
| Decrease in inventory |
1,445 |
|
850 |
|
901 |
|
4,432 |
| Decrease in payables in respect of processing activity |
35,257 |
|
31,510 |
|
9,304 |
|
15,095 |
| Increase (Decrease) in trade
payables |
(269) |
|
(2,032) |
|
4,115 |
|
(4,516) |
| Decrease in other
payables |
(481) |
|
(1,431) |
|
(3,008) |
|
(1,947) |
| Total changes in operating asset and liability items |
1,246 |
|
231 |
|
3,347 |
|
(1,845) |
| Total adjustments to reconcile net loss to net cash provided by
operations |
17,299 |
|
8,722 |
|
12,203 |
|
2,310 |
| |
|
|
|
|
| Appendix B – Information regarding investing and
financing activities not involving cash flows: |
|
|
|
|
| |
|
|
|
|
| Purchase of property and equipment in credit |
130 |
|
2 |
|
130 |
|
2 |
| Acquisition of right-of-use assets through lease
liabilities |
584 |
|
338 |
|
63 |
|
243 |
| Share based payments costs attributed to development
activities, capitalized as intangible assets |
346 |
|
485 |
|
222 |
|
254 |
| Recognition of receivable balance in respect of sub-lease
against derecognition of right-of-use asset in respect of lease of
buildings |
- |
|
455 |
|
- |
|
455 |
|
NAYAX LTD.NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS |
NOTE 1 - GENERAL
a. Nayax Ltd. (hereafter – the
“Company”) was incorporated in January 2005. The Company provides
processing and software as a service (SaaS) business operations
solutions and services via a global platform. The Company is
marketing its POS devices and SaaS solutions it developed in more
than 60 countries worldwide through subsidiaries (the Company and
the subsidiaries, hereafter – the “Group”) and through local
distributors.
The Company is a public entity and its shares
are being traded on the Tel Aviv Stock Exchange (TASE) since May
2021 and on the Nasdaq Global Select Market (Nasdaq) since
September 2022 under the symbol NYAX. As of that date, the Company
is dual listed on the Nasdaq and the TASE.
- "Swords of Iron" - War against terror organization Hamas - On
October 7, 2023, Hamas terrorists infiltrated Israel’s southern
border from the Gaza Strip and conducted a series of attacks on
civilian and military targets. Following the attack, Israel’s
government declared war against Hamas. Other terrorist
organizations such as the Hezbollah in Lebanon on Israel's northern
border have launched rocket attacks on Israel in support of Hamas.
The military campaign against Hamas and other terrorist
organizations is ongoing and could escalate in the future into a
larger regional conflict. There is no certainty as to the duration,
severity, results or implications of the war on the State of Israel
generally or on the Company. While many of Israeli civilians were
drafted to reserve duty, the company's headquarter activity located
in Israel remained unharmed. The company has not experienced any
material impact on its revenues, mainly due the fact that most of
the company's revenues are generated overseas. As of the date of
these financial statements, the end of the war is
unknown
- On March 12, 2024, the Company successfully concluded an
offering of 2,600,000 ordinary shares. The net proceeds from this
sale amounted to approximately $62.7 million, after accounting for
the underwriting discount, professional fees and other offering
expenses.
- These condensed consolidated interim financial statements were
approved by the Board of Directors on August 6, 2024 and should be
read in conjunction with the Company’s Annual Report on Form 20-F
for the fiscal year ended December 31, 2023 (the “2023 Annual
Report”) filed with the Securities and Exchange Commission (the
“SEC”) on February 28, 2024.
NOTE 2 - BASIS OF PREPARATION OF CONDENSED CONSOLIDATED
INTERIM FINANCIAL STATEMENTS
a. These unaudited
condensed consolidated interim financial statements of the Company
as of June 30, 2024, and for the six-months and three-months
interim periods ended on that date (hereinafter: "the Condensed
Interim Financial Information") have been prepared in accordance
with International Accounting Standard 34, “Interim Financial
Reporting”. These Condensed Consolidated Interim Financial
Information, that are unaudited, do not include all the information
and disclosures that would otherwise be required in a complete set
of annual financial statements and should be read in conjunction
with the annual financial statements as of December 31, 2023, and
their accompanying notes, which have been prepared in accordance
with International Financial Reporting Standards (“IFRS”) as
published by the International Accounting Standards Board (“IASB”).
The results of the Group and in the six -months and three-months
periods ended June 30, 2024, do not necessarily provide indication
of the results that can be expected in the year ended December 31,
2024.
b. Estimates
and judgments
The preparation of
the Condensed Interim Financial Information requires management to
exercise judgment and use significant accounting estimates and
assumptions. These affect the application of the Group's accounting
policies and the reported amounts of assets, liabilities, income,
and expenses. Actual results may differ materially from these
estimates. In preparing these Condensed Interim Financial
Information, the significant accounting judgments and the
uncertainties associated with key sources of estimates are
consistent with those in the consolidated annual financial
statements for the year ended December 31, 2023.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
a.
Significant accounting policies and calculation methods that have
been applied in the preparation of these Condensed Interim
Financial Information are consistent with those used in the
preparation of the Group's Consolidated Financial Statements for
the year ended December 31, 2023.
|
NAYAX LTD.NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (continued) |
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
(continued)
New International Financial Reporting
Standards, amendments to standards and new
interpretations:
b.
In April 2024, the IASB issued IFRS 18, Presentation and
disclosure in Financial Statements which replaces IAS 1,
Presentation of Financial Statements. The new standard is a result
of the IASB’s Primary Financial Statements project, which is aimed
at improving comparability and transparency of communication in
financial statements. While a number of sections have been brought
forward from IAS 1, with limited wording changes, IFRS 18
introduces new requirements on presentation within the statement of
profit or loss, including the specified totals and subtotals. It
also requires disclosure of management defined performance measures
and includes new requirements for aggregation and disaggregation of
financial information. In addition, certain
amendments have been made to IAS 7, Statements of Cash
flows.
IFRS 18, and
the amendments to the other standards, is effective for reporting
periods beginning on or after January 1,
2027, but earlier application is permitted and must be
disclosed. IFRS 18 will apply retrospectively. Comparative periods
in both interim and annual financial statements will need to be
restated.
The Company
is currently assessing the new requirements of IFRS
18.
NOTE 4 – REVENUE
|
|
|
|
|
|
|
|
|
| |
Six months ended June 30 |
Three months ended June 30 |
| |
2024 |
|
2023 |
|
2024 |
|
2023 |
| |
U.S. dollars in thousands |
| |
|
|
|
|
|
|
|
| Revenue from the sale of
integrated POS devices |
42,507 |
|
39,952 |
|
24,709 |
|
19,833 |
| Recurring revenue: |
|
|
|
|
|
|
|
| SaaS revenue |
39,255 |
|
27,473 |
|
21,399 |
|
14,284 |
| Payment processing fee |
60,287 |
|
41,144 |
|
31,979 |
|
22,042 |
| |
99,542 |
|
68,617 |
|
53,378 |
|
36,326 |
| Total |
142,049 |
|
108,569 |
|
78,087 |
|
56,159 |
| |
|
|
|
|
|
|
|
NOTE 5 – COST OF REVENUE
|
|
|
|
|
|
|
|
|
| |
Six months ended June 30 |
|
Three months ended June 30 |
| |
2024 |
|
2023 |
|
2024 |
|
2023 |
| |
U.S. dollars in thousands |
| |
|
|
|
|
|
|
|
| Cost of integrated POS devices
sales |
30,549 |
|
33,913 |
|
17,610 |
|
16,138 |
| Cost of recurring revenue |
48,925 |
|
35,925 |
|
25,889 |
|
19,165 |
| Total |
79,474 |
|
69,838 |
|
43,499 |
|
35,303 |
| |
|
|
|
|
|
|
|
|
NAYAX LTD.NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (continued) |
NOTE 6 - EVENTS DURING THE REPORTING
PERIOD
a. Acquisition of Roseman
Engineering Ltd.
On April 1, 2024, (hereinafter "the
acquisition date") the Company completed the acquisition of the
entire share capital of Roseman Engineering Ltd. and Roseman
Holdings Ltd. (hereinafter, together, "Roseman"). Roseman, a
private entity incorporated under the laws of Israel, manage smart
systems in the fields of refueling, charging stations and
management systems for forecourts and vehicle fleets. The purchase
consideration comprises of cash in amount of approximately $4,089
thousands (NIS 15,200 thousands), deferred consideration in amount
of approximately $769 thousands (NIS 2,500 thousands) and the
issuance of 19,722 Ordinary Shares worth of approximately $505
thousands (NIS 1,900 thousands) which presents their fair value
through Company's equity transferred at the closing date, hence the
purchase price will not exceed approximately $5,675 thousands (NIS
21,000 thousands). The final consideration is the subject to
working capital adjustments.
The acquisition has been accounted
for using the acquisition method. The identifiable assets acquired,
and liabilities assumed have been measured at fair values as of the
acquisition date. The following table summarizes the fair values of
the identifiable assets and liabilities at the acquisition
date:
|
|
US Dollars in thousands |
| Cash |
4,089 |
| Deferred
consideration |
769 |
| Issuance of Ordinary
Shares |
505 |
| Total |
5,363 |
| |
|
| Amounts recognized on
the acquisition date: |
|
| Cash and cash
equivalents |
401 |
| Trade
receivables |
2,643 |
|
Inventory |
1,269 |
| Right of use
assets |
1,466 |
| Other
receivables |
284 |
| Property and
equipment |
158 |
| Deferred
Income |
(693) |
| Trade
payables |
(635) |
| Other
liabilities |
(754) |
| Other
payables |
(1,744) |
| Lease
liabilities |
(1,466) |
| Total |
929 |
| Goodwill and
identifiable intangible assets |
4,434 |
| Total |
5,363 |
|
NAYAX LTD.NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (continued) |
NOTE 6 - EVENTS DURING THE REPORTING
PERIOD (continued)
a. Acquisition of Roseman
Engineering Ltd. (continued)
The excess of the purchase
consideration over the fair value of the net identifiable assets
has been recorded as Goodwill. Goodwill represents the expected
synergies and intangible assets that do not qualify for separate
recognition.
The following is information about
revenues and losses of the Group under the assumption that Roseman
transaction was completed on January 1, 2024: (1) The Group’s
revenues for the reported period ended June 30, 2024, would have
been $143,883 thousand, compared to $142,049 thousand as reported,
and; (2) The Group's losses for reported period ended June 30,
2024, would have been $8,165 thousand compared to $7,969 thousand
as reported.
The additional revenue included in
the consolidated income statement since the acquisition date
resulting from consolidating Roseman's results was $2,246 thousand
during the reported period. Additionally, the consolidation of
Roseman resulted in an increase of $196 thousand in the loss for
the reported period ended June 30, 2024.
The accounting for the business
combination is incomplete at the reporting date. The provisional
amounts recognized for the acquired identifiable assets and
liabilities are based on the information available at the date of
the issuance of these condensed financial statements. The Company
is still in the process of finalizing the fair value assessments of
these items. In accordance with IFRS 3R, the measurement period is
up to one year from the acquisition date, during which adjustments
may be made to the provisional amounts as new information is
obtained about facts and circumstances that existed as of the
acquisition date.
|
NAYAX LTD.NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (continued) |
NOTE 6 - EVENTS DURING THE REPORTING
PERIOD (continue)
b.
Acquisition of VMtecnologia LTDA.
On April 30, 2024,
the company successfully completed the acquisition of the entire
share capital of VMtecnologia LTDA. (hereinafter "VM"), a
Brazilian entity incorporated under the laws of Brazil and operates
in the unattended retail market with an easy-to-use, proprietary
and secure technology. VM's solution simplifies and enables the
operation of autonomous stores with hardware, point-of-sale
software, and payment solutions.
The purchase
consideration comprised of (1) approximately $12,762 thousands in
cash on the date of the closing (BRL 66,000 thousands) reduced by
the Estimated Indebtedness and increased by the Estimated Cash, (2)
Contingent consideration of approximately $8,508 thousands (BRL
44,000 thousands) which is subject to VM's revenues growth and
other certain milestones. Except of a one individual seller that
will receive certain portion by cash, the other sellers may
receive, in company's sole discretion, up to 50% of the
consideration in company's shares all to be paid in installments up
to April 30, 2027 subject to certain revenue growth conditions, and
(3) Contingent consideration of approximately $5,317 thousands
(BRL 27,500 thousands), where $ 4,834 thousands (BRL 25,000
thousands) shall be paid with the Company's shares, at the share
price of the Company determined at the date of the closing and the
remaining approximately $483 thousands (BRL 2,500 thousands) shall
be paid in cash, both are due on April 30, 2027. The contingent
consideration is subject to VM’s revenue performance, (4) all
subject to adjustments to final Cash, Indebtedness and Working
Capital (as defined in the purchase agreement).
The acquisition has
been accounted for using the acquisition method. The identifiable
assets acquired, and liabilities assumed have been measured at fair
values as of the acquisition date. The following table summarizes
the fair values of the identifiable assets and liabilities at the
acquisition date:
|
|
US Dollars in thousands |
|
Cash |
11,345 |
| Contingent
Consideration |
5,429 |
| Total |
16,774 |
| |
|
| Amounts recognized on
acquisition date: |
|
| Cash and cash
equivalents |
99 |
| Trade
receivables |
669 |
| Other
receivables |
651 |
| Property and
equipment, net |
6,648 |
| Right of
use |
46 |
| Trade
payables |
(407) |
| Other
payables |
(710) |
| Other
liabilities |
(684) |
| Lease
liability |
(53) |
| Long term
liabilities |
(433) |
| Deferred Tax
Liability |
(232) |
| Total |
5,594 |
| Goodwill and
identifiable intangible assets |
11,180 |
| Total |
16,774 |
|
NAYAX LTD.NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (continued) |
NOTE 6 - EVENTS DURING THE REPORTING
PERIOD (continue)
b.
Acquisition of VMtecnologia LTDA. (continue)
The excess of the
purchase consideration over the fair value of the net identifiable
assets has been recorded as Goodwill. Goodwill represents the
expected synergies and intangible assets that do not qualify for
separate recognition.
The following is
information about revenues and losses of the Group under the
assumption that VM transaction was completed on January 1, 2024:
(1) The Group’s revenues for the reported period ended June 30,
2024, would have been $145,457 thousand, compared to $142,049
thousand as reported, and; (2) The Group's losses for reported
period ended June 30, 2024, would have been $ 7,078 thousand
compared to $ 7,969 thousand as reported.
The additional
revenue included in the consolidated income statement since the
acquisition date resulting from consolidating VM's results was $
1,947 thousand during the reported period. Additionally, the
consolidation of VM resulted in a decrease by $ 319 thousand in the
loss for the reported period ended June 30, 2024.
The accounting for
the business combination is incomplete at the reporting date. The
provisional amounts recognized for the acquired identifiable assets
and liabilities are based on the information available at the date
of the issuance of these condensed financial statements. The
company is still in the process of finalizing the fair value
assessments of these items. In accordance with IFRS 3R, the
measurement period is up to one year from the acquisition date,
during which adjustments may be made to the provisional amounts as
new information is obtained about facts and circumstances that
existed as of the acquisition date.
c. On Track
Innovation Ltd. – Israel Competition Authority
As previously
disclosed, the Israeli Competition Authority (the “ICA”) has
requested from the Company documents and information related mainly
to its acquisition of On Track Innovation Ltd. The Company has
provided the requested information and commenced discussions with
the ICA. While we cannot predict the outcome, it is likely that if
our discussions with the ICA are unsuccessful, we expect the ICA
would seek to take enforcement actions against the Company, which
could include imposing a fine on the Company, the amount of which
could be material. The dialog with the ICA continues and it is
difficult to assess when or how this process will conclude, or what
results it may have to the Company.
d.
Long Term Loan - Retail Pro International LLC
acquisition
During 2023, the
Company funded an acquisition of Retail Pro International LLC by
the cash portion of the consideration payable at the closing, with
a short-term credit facility that the Company received (see note 26
in the annual financial statements for the year ended December 31,
2023). On February 25, 2024, the Company received from the same
lender an approval for a long-term loan through bank financing that
was used to repay the short-term credit facility. The long-term
loan was fully executed and bears a SOFR based variable interest
rates. Under the credit facility above of the financing agreement,
the Company is required to meet certain financial covenants.
As of the date of
these condensed financial statements, the Company met all the
covenants set by the lenders.
|
NAYAX LTD.NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (continued) |
NOTE 7 - FINANCIAL INSTRUMENTS
Fair value of financial assets and
financial liabilities
The carrying amounts of all financial assets and
financial liabilities in the Company's statement of financial
position reasonably approximate their fair value.
NOTE 8 - LOSS PER
SHARE
a.
Basic
Loss per share is
calculated by dividing the loss attributable to equity holders of
the Company by the weighted average number of ordinary shares in
issue (in thousands excluding loss per share data):
|
|
|
|
|
|
|
|
|
|
| |
|
Six months
ended on June 30 |
|
Three months
ended June 30 |
| |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
| Loss for the period |
|
(7,969) |
|
(9,500) |
|
(3,013) |
|
(3,973) |
| Weighted average of ordinary shares |
|
35,059 |
|
33,023 |
|
36,224 |
|
33,075 |
| Basic loss per ordinary share |
|
(0.227) |
|
(0.288) |
|
(0.083) |
|
(0.120) |
| |
|
|
|
|
|
|
|
|
b.
Diluted
Instruments that can
potentially dilute basic earnings per share in the future, but were
not included in the calculation of diluted earnings per share, as
their impact was anti-dilutive (thousands of shares):
|
|
June 30, 2024 |
|
June 30, 2023 |
|
Options and unvested RSU issued as part of share-based payment |
2,832 |
|
3,737 |
NOTE 9 – SHARE BASED
COMPENSATION
The Company grants Options and Restricted Stock
Units (RSUs) to employees, executive management and directors as
part of its equity compensation plans. RSUs represent the Company's
commitment to issue shares to the recipient at a future date,
subject to certain vesting conditions. During the six months ended
on June 30, 2024, the company granted the following:
|
Grant date |
Number of RSUs |
Fair value |
|
February 1, 2024 |
11,000 |
$26.5 |
|
February 27, 2024 |
51,598 |
$28.1 |
|
May 12, 2024 |
20,735 |
$29.2 |
|
June 25, 2024 |
180,172 |
$21.55 |
|
|
|
|
The vesting period of the RSUs is 4 years, with
25% vests on the first anniversary of the grant date, and after
that, additional 6.25% of the vests on the last day of each
subsequent calendar quarter.
In respect of employees and officers in Israel,
all plans described above are supposed to be managed under the
rules of the capital option, as set out in Section 102 of the
Income Tax Ordinance. The allotments to Israelis who are not
employees are subject to Section 3(i) to the Income Tax Ordinance.
Overseas employees and service providers are subject to tax laws in
their respective countries.
The following is a reconciliation of loss for the period, the
most directly comparable IFRS financial measure, to Adjusted EBITDA
for each of the periods indicated.
| Quarter
ended as of(U.S. dollars in
thousands) |
|
|
Jun 30, 2024 |
Jun 30, 2023 |
|
Loss for the period |
(3,013) |
|
(3,973) |
| Finance
expense, net |
3,601 |
|
40 |
| Income
tax expense |
321 |
|
226 |
|
Depreciation and amortization |
5,043 |
|
3,156 |
|
EBITDA |
5,952 |
|
(551) |
| Expenses
in respect of share-based compensation |
1,512 |
|
1,425 |
|
Non-recurring issuance (1) |
378 |
|
- |
| Share of
loss of equity method investee (2) |
248 |
|
383 |
|
ADJUSTED EBITDA |
8,090 |
|
1,257 |
- Consists primarily of fees and expenses related to our recent
acquisitions
- Share of loss of equity method investee is related to our 2021
investment in Tigapo.
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