Quarterly Report • May 20, 2025
Quarterly Report
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Table of Contents
Chapter A - Board of Directors' Report on the State of the Corporation's Affairs
Chapter B-Consolidated Financial Statements as of March 31, 2025
This is an English translation of parts of the information in the full Hebrew report of the company, that was published on May 14, 2025 (reference no.: 2025-01-033634) at the ISA reporting website (magna.isa.gov.il) (hereafter: "the Hebrew Version"). This English version is voluntary and only for convenience purposes. This is not an official translation and has no binding force. The translation in any case cannot perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.
The Board of Directors of Hiper Global Ltd. ("The Company") hereby submits the Board of Directors' report on the state of affairs of the Company ("The Report") which reviews the main changes in the Company's operations for the three months ended March 31, 2025 until the date of this report ("The Reported period" or "the Quarter") in accordance with the Securities Regulations (periodic and Immediate Reports) – 1970, as detailed below.
The Company was incorporated on October 14, 2021, as a private company limited by shares pursuant to the Israeli Companies Law, -1999 ("The Companies Law") for the purpose of splitting the OEM activity (as defined below) from Emet Computing Ltd. ("Emet Computing"). From the split completion date on March 8, 2022, the Company is engaged directly and through subsidiaries under its control in the characterization, planning and assembly of custom-made computing systems (the "Products" or the "Company's products") which are integrated (OEM - Original Equipment Manufacturer) into the products of its customers they are selling to their end customers. This kind of activity includes the development of the products, including the definition of appropriate infrastructures (hardware and software), the execution of planning and development processes for mechanical solutions, electronics and thermal analyzes of the product, management and documentation of the engineering information - including building the product portfolios, management of production processes and planning and execution of quality inspection processes of the products. In addition, the activity includes a service of full management of production and logistics supply processes, including management of the supply chain of assembled systems according to the customer's definitions ("OEM activity").
For the offering of the securities according to the split prospectus and registration for trading on the Tel Aviv Stock Exchange Ltd. (the "Stock Exchange"), see immediate report dated February 27, 2022 (reference no.: 2022-01- 023794) (the "Prospectus") is the first offering of securities to the public by the Company. On March 8, 2022, the Company's shares were listed for trading on the stock exchange for the first time and the Company became a public company as defined in the Companies Law.
This report was prepared considering that the latest periodic report for 2024 is before the readers, including the Board of Directors' Report, a chapter describing the corporation's business, the financial statements, and a chapter providing additional details regarding the corporation that includes (immediate report dated March 16, 2025, reference no.: 2025-01-017101) (the "Periodic Report for 2024"). In addition, the Company's consolidated financial statements as of March 31, 2025 (hereinafter: the "Financial Statements") are attached to this report.
The Company, by itself and through subsidiaries and related companies in Israel and abroad ("The Group") specializes in creating computer-based solutions and enables technology companies that develop software products to realize their idea into a tangible product. The Company consults its customers from the planning stage to the stage of the final product available for sale. The Company operates in Israel, US and Europe and provides solutions with global deployment. The Company's activities include co-working with its customers R&D groups and tailoring complex technological solutions according to their needs. In the following stages, the Company manufactures and delivers the systems it has designed in a global deployment according to its customers' business needs.
The Company operates and reports several operating segments: the Israel operation segment, the US operation segment and "other" operation segment (which as of this date includes Europe operation), which are characterized by a very high technological complexity. Due to the positioning of the Israeli high-tech market at the forefront of global technology, the Company has developed extensive expertise and knowledge and has gained an immense wide broad experience, which is applied with global customers operating mainly from the United States and the UK, with the aim of expanding and deepening the penetration of foreign markets. The Company operates in a wide number of sectors including: semiconductor industries, the field of artificial intelligence (AI), the defense industries, companies in the cyber field, media, data storage, printing and medical equipment.
In light of the uncertainty surrounding the matter, as of the date of this report, the Company estimates, based on the information available to it, that this announcement will not have a material impact on the Company's results. However, the Company is closely monitoring the developments in the above subject.
2.5 Further to Section 6.1.3 in Chapter A of the Hebrew Version of the Periodic Report for 2024, on April 2, 2025, the Trump administration announced the imposition of reciprocal tariffs on the import of goods from many countries around the world to the United States, with a total tariff of 17% imposed on imports from Israel. It should be clarified that the tariff applies only to goods and does not apply to services, and a list of approximately one thousand categories of products to which the tariffs will not apply was also published, including computer products. On April 9, 2025, President Trump announced that the tariff program is put on hold for 90 days and at the same time announced that the tariff rate on Israel would be reduced to 10%.
The Company is monitoring these effects and as of the date of this report, in light of the uncertainty that still exists on the subject, and based on the information in its possession as of the approval date of the financial statements, the new trade policy does not appear to have a material impact on the Company, since the Company and its subsidiaries operates from a number of different geographical locations around the world, however, the above may have a negative impact on increasing the cost of computer systems and equipment in the subsidiary in the US, and/or have negative effects on the supply chain. The Company will continue to monitor economic and regulatory developments in the US market and will adjust its strategies as necessary.
The information stated in sections 2.4 and 2.5 above is forward-looking information within the meaning of this term in the Securities Law, -1968 and is an estimate based on the information available to the Company at the date of this report. This information includes, among other things, reference to future events whose realization is not certain and is conditional on the existence of various factors, the existence of which is uncertain, including in relation to economic and regulatory developments in the US market.
| Item | As of March 31, |
As of December 31, |
Company's explanations |
|---|---|---|---|
| Current Assets | 2025 148,037 |
2024 142,444 |
The main change in the volume of current assets is due to an increase in trade receivables' balance of \$ 13,587 thousand and in other receivables' balance of \$1,268 thousand and on the other hand a decrease in inventory balance of \$ 6,462 thousand and cash balance of \$ 2,533 thousand. |
| Non- Current Assets |
31,876 | 32,551 | The main change in the volume of non-current assets is due from current amortizations of the intangible assets and right-of-use assets balances. |
| Total Assets | 179,913 | 174,995 | |
| Current Liabilities | 70,594 | 67,911 | The main change in the volume of current liabilities stems from an increase in short term credit balance of \$ 7,644 thousand, on the other hand, from the decrease in the liability for a put option to minority in the amount of \$ 3,884 thousand due to exercise carried out in the first quarter of 2025 in the US subsidiary, and from a decrease in the balance of payables in the amount of \$ 1,435 thousand. |
| Non-current Liabilities |
15,009 | 15,805 | The main change in the volume of non-current liabilities resulted from current repayments of long term loans from banking corporations and long-term lease liabilities. |
| Equity | 94,310 | 91,279 | The main change in equity is due to the addition of net income in the quarter amounting to \$ 4,671 thousand, net of the dividend declared in the amount of \$ 1,814 thousand. |
| Total Liabilities and Equity |
179,913 | 174,995 |
4.1 The following are the condensed consolidated statements of profit or loss for the three months ended March 31, 2025 and 2024 (US dollars in thousands):
| For the three months ended March 31 |
|||||
|---|---|---|---|---|---|
| Item | 2025 | 2024 | Change in % |
Company's explanations | |
| Revenues | 80,442 | 85,842 | )6.3%( | The decrease in revenue was due to two significant transactions that were completed in the corresponding quarter in the AI field in the Israel and US segments, and which was partially offset by an increase in revenue in the Israel segment. |
|
| Gross profit | 12,592 | 13,822 | )8.9%( | The decrease in gross profit was, as stated, due to a decrease in revenue turnover and a change in the mix of transactions. |
|
| Gross profit rate | 15.7% | 16.1% | |||
| Selling, general and administrative and other expenses |
5,932 | 6,047 | )1.9%( | The change in selling, administrative and other expenses resulted from a moderate decrease in salary costs, and on the other hand, from an increase in rental and maintenance costs due to the expansion of the Company's sites abroad. |
|
| Operating income | 6,660 | 7,775 | )14.3%( | The decrease in operating income is mainly due to the decrease in gross profit. |
|
| Operating income rate | 8.3% | 9.1% | |||
| Financial expenses, net | 387 | 778 | )50.3%( | The decrease in financial expenses, net - was mainly due to a decrease in financial expenses for put option liability to minority in the US subsidiary compared to the corresponding quarter, due to the exercise of the put option at the beginning of the year, which was partially offset by an increase in financial expenses for leases as a result of entering into new lease contracts in the US and UK subsidiaries in 2024. |
|
| Taxes on income | 1,602 | 1,972 | )18.8%( | The decrease in tax expenses was mainly due to a decrease in profit before taxes. |
|
| Net income | 4,671 | 5,025 | )7.0%( |
| EBITDA (*) | 7,985 | 8,901 | (10.3%) | The change mainly derived from a decrease in |
|---|---|---|---|---|
| operating income, as stated above, net of the change | ||||
| in depreciation expenses. |
(*) EBITDA (data is not audited and not reviewed): Operating income excluding other expenses/income and excluding depreciation and amortization expenses. This figure is included in the report as it provides information on profit from current operations, excluding expenses that do not involve cash flows.
| For the three months ended March 31 |
Change in | ||||
|---|---|---|---|---|---|
| Item | 2025 | 2024 | % | Company's explanations | |
| Segment's revenues: Israel |
54,363 | 49,704 | 9.4% | The increase in the segment's revenues resulted from a growth in activity with customers in various sectors. |
|
| US | 24,977 | 35,431 | )29.5%( | The decrease in revenues was mainly due to a significant transaction in the corresponding quarter to supply AI computing systems to a customer in the US. |
|
| Other | 3,554 | 2,434 | 46.0% | The increase in segment revenues was mainly due to the start of equipment supplies for the Company's long-term project in Switzerland. |
|
| Adjustments | )2,452( | )1,727( | |||
| Total revenues | 80,442 | 85,842 | )6.3%( | ||
| Segment's results: Israel |
4,699 | 4,634 | 1.4% | The change in operating profit was mainly due to an increase in revenues and gross profit, which was partially offset by an increase in selling and marketing expenses. |
|
| US | 1,896 | 3,481 | )45.5%( | The decrease in operating profit was mainly due to a decrease in segment revenues and gross profit, which was partially offset by a decrease in selling and G&A expenses. |
|
| Other | 65 | )340( | The increase in operating profit was mainly due to an increase in revenues in the project in Switzerland, as stated above. |
||
| Total operating income | 6,660 | 7,775 | )14.3%( |
5.1 key figures from the statement of cash flows for the three months ended March 31, 2025 and 2024 (dollars in thousands):
| The item | For the three months ended March 31 |
|||
|---|---|---|---|---|
| 2025 | 2024 | Company's explanations |
||
| Net cash provided by (used in) operating activities |
)4,651( | 9,628 | The change in cash from operating activities was mainly due to timing differences in working capital items, mainly due to an increase in trade receivable item compared to a decrease in the corresponding quarter, compared to a decrease in the inventory balance. |
|
| Net cash used in investing activities |
)19( | )150( | Cash for investing activities was used primarily to purchase intangible assets and fixed assets, net of interest received. |
|
| Net cash provided by (used in) financing activities |
2,105 | )6,132( | The change in cash from financing activities was mainly due to an increase in short-term bank credit, net of cash used to exercise a put option by the minority shareholders in the US subsidiary. |
|
| (Decrease) Increase in cash and cash equivalents |
)2,565( | 3,346 |
| The item | The average amount for the three months ended March 31 |
||
|---|---|---|---|
| 2025 | 2024 | ||
| The average amount of short-term credit from banking and other corporations |
19,372 | 22,155 | |
| The average amount of long-term loans | 4,318 | 6,269 | |
| The average amount of credit from suppliers | 25,042 | 31,613 | |
| The average amount of credit to customers | 63,259 | 51,573 |
In the first three months of 2025, the Consumer Price Index increased by approximately 1.1%, compared to an increase of approximately 1.0% in the corresponding period last year. According to the Bank of Israel forecast from April 2025, the inflation rate during the four next quarters (ending on the first quarter of 2026) is expected to be 2.5% and the inflation rate in 2025 is expected to be 2.6%.
In April 2025, the Bank of Israel decided to leave the Bank of Israel interest rate unchanged at 4.5%. In May 2025, the US Federal Reserve decided to leave the interest rate at 4.5%. In April 2025, the European Central Bank announced a further reduction in the interest rate to 2.4%.
The Company estimates that the effect of inflation on the results of its operations is not expected to be material, among other things, since the Company's obligations to banks are not linked to the CPI. However, the highinterest rate environment may have a negative impact on the Company's results due to an increase in financing expenses for the current credit lines (in Israel and abroad) that are subject to variable interest rates.
For additional details regarding the effects of inflation and interest rates, see Section 6.2.2 in Chapter A of the Hebrew Version and section 7 in Chapter B attached to the periodic report for 2024.
The Company's assessment regarding the effect of changes in interest rates and inflation on its financial position, the results of its operations, its financing expenses and its cash flows, is based on forward-looking information as defined in the Securities Law, 1968. This assessment may not be realized, in whole or in part, or may be realized in a materially different way than expected, among other things, as a result of events that are beyond the company's control.
Further to what is described in Section 6.2.5 of Chapter A of the Hebrew Version attached to the Periodic Report for 2024, as of the publication date of this report, the State of Israel is still at war in Gaza and under high security tensions on additional fronts such as Judea and Samaria, Syria, Lebanon, Iran and Yemen (above and below: "the War").
The continued fighting and uncertainty continue to have their effects on the Israeli economy and the cost of living, also in the first quarter of 2025.
Since the outbreak of the war, the Company has continued regular activity at all of its sites in Israel without any impact on production and product supply. It should be noted that most of the customers to whom sales are made in Israel are exporters, so it appears that the war has little impact on global demand for their products.
As of the date of this report, the Company's assessment in the short and medium term, based on the information in its possession as of the approval date of the financial statements, is that the security situation is not expected to have a material impact on results of its operations. However, the continuation of the war for a period of over a year and a half and its spread to other fronts increases uncertainty and negative sentiment towards Israel and may impede future operations. The Company is unable to predict the continuation of the war and the extent of the future effects of security tensions, if any, on the Company's operations and business results. The Company is continuously monitoring developments, including examining the implications on the Company's operations.
For additional details regarding the war and its impact, including its impact on the Company, see Section 6.2.5 in Chapter A of the Hebrew Version attached to the Periodic Report for 2024.
The foregoing, including the Company's assessments regarding the impact of the war on its operations, is forward-looking information, as defined in the Securities Law, -1968, which may not materialize or may materialize in a materially different manner, due, among other things, to the uncertainty surrounding the war, its scope, duration and impact on the Israeli economy in general and the Company's activities in particular.
There were no material changes with respect to the details regarding significant accounting estimates and judgments in Note 2 to the consolidated financial statements attached to the Hebrew Version of the periodic report for 2024.
There were no changes to the Board of Directors' determination regarding the minimum required number of directors with accounting and financial expertise, as detailed in the Board of Directors' report attached to the Periodic Report for 2024. For details regarding directors with accounting and financial expertise, see Regulation 26 in Chapter D of the Hebrew Version, Additional Details in the Periodic Report for 2024.
As of the date of this report, the Company has not adopted provisions in the articles of association regarding the proportion of independent directors, as defined in section 1 of the first supplement to the Companies Law.
The Company does not have a donations policy and during the first quarter of 2025, there were no changes in relation to the disclosure provided on this subject, as reflected in the Board of Directors' report attached to the periodic report for 2024.
During the quarter, there was no material change in relation to the data regarding the company's internal auditor as detailed in the Board of Directors report attached to the annual report for 2024.
The board of directors is grateful for the company's managers and employees for their dedicated work and the efforts they invested during the reporting period.
Yoav Weinberg Gillon Beck Co-chairmen of the Board of Directors Shahaf Shrager CEO
Date: May 13, 2025
US dollars in thousands
| As of | |||
|---|---|---|---|
| As of March 31, | December 31, | ||
| 2025 | 2024 | 2024 | |
| Unaudited | Audited | ||
| \$ | in thousands | ||
| Current Assets | |||
| Cash and cash equivalents | 5,801 | 15,964 | 8,334 |
| Trade receivables, net | 70,052 | 49,921 | 56,465 |
| Income receivable | 1,395 | 1,257 | 1,722 |
| Income tax receivable | 908 | 461 | 848 |
| Other accounts receivable | 2,433 | 2,497 | 1,165 |
| Inventory | 67,448 | 76,245 | 73,910 |
| Total current assets | 148,037 | 146,345 | 142,444 |
| Non-Current Assets | |||
| Other long-term accounts receivable | 457 | 221 | 442 |
| Deferred taxes | 1,465 | 581 | 1,146 |
| Fixed assets, net | 5,801 | 5,534 | 5,972 |
| Goodwill | 7,355 | 7,332 | 7,325 |
| Intangible assets, net | 5,204 | 6,463 | 5,470 |
| Right of use assets, net | 11,594 | 5,992 | 12,196 |
| Total non-current assets | 31,876 | 26,123 | 32,551 |
| Total assets | 179,913 | 172,468 | 174,995 |
| As of March 31, December 31, 2025 2024 Unaudited |
|||||
|---|---|---|---|---|---|
| \$ in thousands |
Audited | ||||
| Current liabilities | |||||
| Credit from banks and others | 23,194 | 20,439 | 15,550 | ||
| Current maturities of lease liabilities | 2,075 | 2,008 | 2,126 | ||
| Liability for PUT option to non-controlling interests | 1,094 | 3,244 | 4,978 | ||
| Trade payables | 26,482 | 31,359 | 26,555 | ||
| Prepaid income | 5,387 | 1,979 | 5,359 | ||
| Income tax payable | 956 | 1,098 | 502 | ||
| Other accounts payables | 11,406 | 16,711 | 12,841 | ||
| Total current liabilities | 70,594 | 76,838 | 67,911 | ||
| Non-Current Liabilities | |||||
| Long term loans from banks and others | 4,132 | 6,083 | 4,503 | ||
| Contingent consideration in business combination | - | 1,403 | |||
| Long term lease liabilities | 10,398 | 4,334 | - 10,815 |
||
| Liabilities for employee benefits, net | 407 | 441 | 407 | ||
| Deferred taxes | 72 | 107 | 80 | ||
| Total non-current liabilities | 15,009 | 12,368 | 15,805 | ||
| Equity Attributable to Shareholders of the Parent | |||||
| Company | |||||
| Share capital | 1,480 | 1,474 | 1,479 | ||
| Premium on shares | 11,178 | 10,879 | 11,137 | ||
| Capital reserves | 36,731 | 36,568 | 36,599 | ||
| Retained earnings | 44,921 | 34,341 | 42,064 | ||
| Total equity | 94,310 | 83,262 | 91,279 | ||
| Total liabilities and equity | 179,913 | 172,468 | 174,995 | ||
| May 13, 2025 | |||||
| Date of approval of | Yoav Weinberg Gillon Beck |
Shahaf Shrager | Yossi Yaniv | ||
| the financial statements | Co-chairmen of the Board of Directors |
CEO | CFO |
| For the period of three months ended on March 31 |
For the year ended on December 31 |
|||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Unaudited | Audited | |||
| \$ in thousands | (except net earnings per share data) | |||
| Revenues | 80,442 | 85,842 | 273,739 | |
| Cost of revenues | 67,850 | 72,020 | 226,170 | |
| Gross profit | 12,592 | 13,822 | 47,569 | |
| Selling and marketing expenses | 3,303 | 3,220 | 11,951 | |
| General and administrative expenses | 2,641 | 2,833 | 10,936 | |
| Other income, net | )12( | )6( | )93( | |
| 5,932 | 6,047 | 22,794 | ||
| Operating income | 6,660 | 7,775 | 24,775 | |
| Financial expenses | 674 | 1,161 | 5,257 | |
| Financial income | 287 | 383 | 1,558 | |
| Income before taxes on income | 6,273 | 6,997 | 21,076 | |
| Taxes on income | 1,602 | 1,972 | 5,237 | |
| Net income | 4,671 | 5,025 | 15,839 |
| For the period of three months ended on March 31 2025 |
For the year ended on December 31 2024 Audited |
||||
|---|---|---|---|---|---|
| Unaudited | |||||
| \$ in thousands (except net earnings per share data) |
|||||
| Other comprehensive income (after tax): | |||||
| Amounts to be reclassified or reclassified to profit or loss upon the occurrence of specific conditions: |
|||||
| Adjustments from translation of financial statements of foreign operations |
80 | )33( | )52( | ||
| Amounts that will not be reclassified later to profit or loss: |
|||||
| Gain from re-measurement of defined benefit plans |
- | - | 50 | ||
| Total other comprehensive income (loss) | 80 | )33( | )2( | ||
| Total comprehensive income | 4,751 | 4,992 | 15,837 | ||
| Net income attributed to: | |||||
| Shareholders of the Company | 4,671 | 5,025 | 15,839 | ||
| Comprehensive income attributed: Shareholders of the Company |
4,751 | 4,992 | 15,837 | ||
| Earnings per share attributed to shareholders of the Company (in Dollar): |
|||||
| Basic earnings per share | 0.099 | 0.107 | 0.337 | ||
| Diluted earnings per share | 0.096 | 0.104 | 0.326 |
| Share Capital |
Premium on Shares |
Capital reserve in respect of split transaction |
Capital reserve for translations of financial statements of foreign operations |
Share-based payment capital reserve |
Capital reserve for transaction with controlling shareholder |
Capital reserve for transactions with non controlling interests |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|
| Unaudited | |||||||||
| For the period of three months ended March 31, 2025 |
\$ in thousands | ||||||||
| Balance as of January 1, 2025 (audited) |
1,479 | 11,137 | 35,307 | )412( | 1,897 | 44 | )237( | 42,064 | 91,279 |
| Net income for the period Other comprehensive income for |
- | - | - | - | - | - | - | 4,671 | 4,671 |
| the period | - | - | - | 80 | - | - | - | - | 80 |
| Total comprehensive income for the period |
- | - | - | 80 | - | - | - | 4,671 | 4,751 |
| Share based payment | - | - | - | - | 93 | 1 | - | - | 94 |
| Issuance of shares | 1 | 41 | - | - | )42( | - | - | - | - |
| Dividend declared | - | - | - | - | - | - | - | )1,814( | )1,814( |
| Balance as of March 31, 2025 | 1,480 | 11,178 | 35,307 | )332( | 1,948 | 45 | )237( | 44,921 | 94,310 |
| Share Capital |
Premium on Shares |
Capital reserve in respect of split transaction |
Capital reserve for translations of financial statements of foreign operations |
Share-based payment capital reserve |
Capital reserve for transaction with controlling shareholder |
Capital reserve for transactions with non controlling interests |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|
| Unaudited | |||||||||
| For the period of three months ended March 31, 2024 |
\$ in thousands | ||||||||
| Balance as of January 1, 2024 (audited) |
1,472 | 10,722 | 35,307 | )360( | 1,799 | 36 | )237( | 30,756 | 79,495 |
| Net income for the period Other comprehensive loss for the |
- | - | - | - | - | - | - | 5,025 | 5,025 |
| period | - | - | - | )33( | - | - | - | - | )33( |
| Total comprehensive income (loss) for the period |
- | - | - | )33( | - | - | - | 5,025 | 4,992 |
| Share based payment | - | - | - | - | 212 | 3 | - | - | 215 |
| Issuance of shares | 2 | 157 | - | - | )159( | - | - | - | - |
| Dividend declared | - | - | - | - | - | - | - | )1,440( | )1,440( |
| Balance as of March 31, 2024 | 1,474 | 10,879 | 35,307 | )393( | 1,852 | 39 | )237( | 34,341 | 83,262 |
| Share Capital |
Premium on Shares |
Capital reserve in respect of split transaction |
Capital reserve for translations of financial statements of foreign operations |
Share-based payment capital reserve |
Capital reserve for transaction with controlling shareholder |
Capital reserve for transactions with non controlling interests |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|
| \$ in thousands | |||||||||
| Audited | |||||||||
| For the year ended December 31, 2024 |
|||||||||
| Balance as of January 1, 2024 | 1,472 | 10,722 | 35,307 | (360) | 1,799 | 36 | (237) | 30,756 | 79,495 |
| Net income for the year | - | - | - | - | - | - | - | 15,839 | 15,839 |
| Other comprehensive loss for the year |
- | - | - | (52) | - | - | - | 50 | (2) |
| Total comprehensive income | |||||||||
| (loss) for the year | - | - | - | (52) | - | - | 15,889 | 15,837 | |
| Share based payment | - | - | - | - | 520 | 8 | - | - | 528 |
| Issuance of shares | 7 | 415 | - | - | )422( | - | - | - | - |
| Dividend declared | - | - | - | - | - | - | - | (4,581) | (4,581) |
| Balance as of December 31, 2024 | 1,479 | 11,137 | 35,307 | )412( | 1,897 | 44 | (237) | 42,064 | 91,279 |
| For the period of three months ended on March 31 |
For the year ended on December 31 |
|||
|---|---|---|---|---|
| 2025 | 2024 | 2024 | ||
| Unaudited | Audited | |||
| \$ in thousands | ||||
| Cash flows from operating activities | ||||
| Net income | 4,671 | 5,025 | 15,839 | |
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||
| Adjustments to profit and loss: | ||||
| Depreciation and amortizations | 1,337 | 1,132 | 4,815 | |
| Taxes on income | 1,602 | 1,972 | 5,237 | |
| Increase (decrease) in provision for doubtful | ||||
| accounts | )6( | )3( | )22( | |
| Increase (decrease) in provision for vacation and | ||||
| recreation | 254 | 252 | 3 | |
| Value adjustment of financial liabilities | 11 | 423 | 754 | |
| Dividend to holders of PUT option | 15 | 138 | 606 | |
| Change in employee benefits, net | - | 1 | 32 | |
| Interest and revaluation for short term credit, net | 86 | 64 | 1,023 | |
| Interest and revaluation of long-term loans, net | 97 | 53 | 371 | |
| Other financial income, net | 92 | )107( | 131 | |
| Cost of share-based payment | 94 | 215 | 528 | |
| 3,582 | 4,140 | 13,478 | ||
| Changes in asset and liability items: Decrease (increase) in trade receivables and |
||||
| income receivable | )13,224( | 3,981 | )3,020( | |
| Decrease (increase) in other accounts receivable | )1,481( | )2( | 1,733 | |
| Decrease (increase) in inventory | 6,493 | )801( | 1,530 | |
| Increase (decrease) in trade payables | )25( | )2,800( | )7,632( | |
| Increase (decrease) in prepaid income | 28 | 859 | 4,239 | |
| Increase (decrease) in other accounts payable | )3,371( | 697 | )2,899( | |
| )11,580( | 1,934 | )6,049( | ||
| Cash paid and received during the period for: | ||||
| Taxes on income paid | )1,385( | )1,636( | )7,065( | |
| Taxes on income received | 61 | 165 | 449 | |
| )1,324( | )1,471( | )6,616( | ||
| Net cash provided by (used in) operating activities | )4,651( | 9,628 | 16,652 |
| For the period of three months ended on March 31 |
For the year ended on December 31 |
|||
|---|---|---|---|---|
| 2025 | 2024 | 2024 | ||
| Unaudited | Audited | |||
| \$ in thousands | ||||
| Cash flows from investing activities | ||||
| Purchase of fixed assets | )68( | )217( | )1,476( | |
| Purchase of intangible assets | )84( | )39( | )64( | |
| Interest received | 140 | 122 | 290 | |
| Increase in other investments | )7( | )16( | )320( | |
| Net cash used in investing activities | )19( | )150( | )1,570( | |
| Cash flows from financing activities | ||||
| Short term credit from banks and others, net | 7,761 | )2,956( | )6,015( | |
| Interest paid | )575( | )397( | )2,006( | |
| Dividend to holders of PUT option | )132( | )109( | )583( | |
| Dividend paid | - | )1,440( | )4,581( | |
| Principal payment of lease liabilities | )683( | )475( | )2,038( | |
| Exercise of PUT option | )3,895( | - | - | |
| Repayment of long-term loans | )371( | )755( | )4,120( | |
| Net cash provided by (used in) financing activities |
2,105 | )6,132( | )19,343( | |
| Increase (decrease) in cash and cash | ||||
| equivalents | )2,565( | 3,346 | )4,261( | |
| Exchange rate differences for cash and cash | ||||
| equivalents | 32 | )3( | )26( | |
| Balance of cash and cash equivalents at the | ||||
| beginning of the period | 8,334 | 12,621 | 12,621 | |
| Balance of cash and cash equivalents at the end of the period |
5,801 | 15,964 | 8,334 | |
| Appendix A | ||||
| Significant non-cash activity | ||||
| Recognition of right of use assets and lease | ||||
| liabilities | 89 | 195 | 8,278 | |
| Dividend declared and not yet paid | 1,814 | 1,440 | - |
a. Hiper Global Ltd. was incorporated and registered in Israel on October 14, 2021. The Company is defined as a resident of Israel. The Company's address is 8-10 Hamelacha Street, Rosh Ha'ayin ("the Company").
The Company was established by N.B.A. Trusts Ltd. as a trust for the shareholders of Emet Computing Ltd. ("Emet"). Emet, which is a sister company to the Company, was incorporated on November 25, 1984 and its shares were listed for trading on the Tel Aviv Stock Exchange in January 1993.
The Company was established in order to receive the OEM activity (as defined below) of Emet, including the holdings in its subsidiaries engaged in OEM activity, in accordance with the structure change agreement approved by the Company's board of directors on February 27, 2022 (the "structure change agreement" or "the Split Agreement").
The Company's operation is OEM (Original Equipment Manufacturer) computing - in which the Company is engaged in the characterization, planning and assembly of customized computerized systems that will be integrated into its customers' products. This activity includes analysis and technical characterization services of the appropriate computing platform, product planning, defining the appropriate infrastructures (hardware and software), performing planning and development processes for mechanical solutions, electricity, electronics and thermal analyzes of the product, management and documentation of the engineering information - including building product portfolios, management of production processes and planning and execution of product quality testing processes. In addition, the activity includes a service of full management of the logistics production and supply processes, among other things, management of the supply chain of assembled systems according to the customer's definitions. (the "OEM field", or the "OEM activity", or "OEM").
Furthermore, on March 9, 2022, the Company's shares were listed for trading on the Tel Aviv Stock Exchange.
b. Definitions:
| The Company - | Hiper Global Ltd. |
|---|---|
| The Group - | The Company and its subsidiaries (as defined below) |
| Subsidiaries | Companies over which the Company has control (as defined in IFRS 10), directly or indirectly, whose financial statements are fully consolidated with the Company's statements. |
| Related parties - | As defined in IAS 24 |
| Interested parties - | As defined in the Securities Law -1968 including its regulations |
| Controlling shareholders - | As defined in the Securities Regulations (annual financial statements) -2010 |
In October 2023, the "Swords of Iron" war ("The war") broke out in Israel. The continuation of the war (until this date) led to a slowdown in business activity in the Israeli economy due to, among other things, the closing of factories in the south and north of the country, damage to infrastructure, the recruitment of reservists, as well as the disruption of economic activity in Israel. Since the outbreak of war, the Company has continued ordinary operations in Israel at all of its sites without any disruption to production and product supply. As of the date of this report and based on the information in its possession as of the approval date of the financial statements, the Company estimates that the war in its current form is not expected to have a material impact on the results of its operations.
On April 2, 2025, the Trump administration announced the imposition of reciprocal tariffs on the import of goods from many countries around the world to the United States, with a total tariff of 17% imposed on imports from Israel. The tariff applies only to goods and does not apply to services, and a list of approximately one thousand categories of products to which the tariffs will not apply was also published, including computer products. On April 9, 2025, President Trump announced that the tariff program is put on hold for 90 days and at the same time announced that the tariff rate on Israel would be reduced to 10%.
As of the date of this report, in light of the uncertainty surrounding the matter, and based on the information in its possession as of the approval date of the financial statements, the new trade policy does not appear to have a material impact on the Company. The Company will continue to monitor economic and regulatory developments in the US market and adjust its strategy accordingly.
Before the end of President Biden's term, regulations were published in the US in January 2025 regarding new restrictions in the field of artificial intelligence (AI) processors, which include severe restrictions on the export of advanced chips to foreign countries, including the State of Israel. According to the new regulations, companies operating in the US will be prohibited from selling advanced chips to certain countries (mainly China and Russia), at the same time significant tariffs will be imposed, and special licensing will be required for the export of chips to the rest of the world, including Israel. The regulations are scheduled to enter into force on May 15, 2025. In early May 2025, the Trump administration announced its intention to make changesto the regulations. As of the date of this report, the changes have not yet been published. In light of the uncertainty surrounding the matter, as of the date of the report, the Company estimates, based on the information available to it, that this announcement does not appear to have a material impact on the Company's results, however, the Company is continuously monitoring the developments in the above matter.
These financial statements were prepared in a condensed format as of March 31, 2025 and for the three-month period ended on that date (hereinafter – interim consolidated financial statements). These statements should be read in conjunction with the Company's annual consolidated financial statements as of December 31, 2024 and for the year ended on that date and the accompanying notes (hereinafter – the "annual consolidated financial statements").
The interim consolidated financial statements are prepared in accordance with International Accounting Standard IAS 34 Interim Financial Reporting, and in accordance with the disclosure provisions pursuant to Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.
The accounting policies applied in the preparation of the interim condensed consolidated financial statements are consistent with those applied in the preparation of the annual consolidated financial statements.
b. Operating cycle period
The Group's operating cycle period is 12 months.
c. Below is data on the exchange rates of the NIS and the pound sterling during the reporting periods compared to the US dollar:
| As of March 31, | As of December 31, |
|||
|---|---|---|---|---|
| 2025 | 2024 | 2024 | ||
| Representative exchange rate of 1 NIS | 0.269 | 0.272 | 0.274 | |
| Representative exchange rate of 1 Pound Sterling | 1.294 | 1.264 | 1.254 |
| For the period of three months ended on March 31 |
|||
|---|---|---|---|
| 2025 | 2024 | 2024 | |
| % | |||
| Representative exchange rate of 1 NIS | (1.82) | (1.45) | (0.72) |
| Representative exchange rate of 1 Pound Sterling | 3.16 | (0.78) | (1.55) |
| For the period of three months ended on March 31 |
For the year ended on December 31 |
||
|---|---|---|---|
| 2025 | 2024 | 2024 | |
| \$ in thousands | |||
| Geographic information The revenues reported in the financial statements were generated in Israel and abroad based on |
|||
| the location of the operation as follows: | |||
| Israel | 52,271 | 48,290 | 159,473 |
| USA | 24,617 | 35,118 | 97,928 |
| Other (including Germany, Switzerland and UK) | 3,554 | 2,434 | 16,338 |
| 80,442 | 85,842 | 273,739 |
In accordance with international financial reporting standard number 8 - Operating segments (IFRS 8), the group presents the segment information in the same way that the group's main operational decision maker ("CODM") uses it for the purpose of evaluating performance and for making the group's operational decisions.
Further to Note 26 to the annual financial statements of the Hebrew Version (Note 3 in the English Version), during 2024 the Company re-examined the manner of segment reporting. In previous periods, the Company grouped the results of the UK segment together with the US segment. In light of the Company's latest work plans and the profitability forecasts of the Company's foreign activities, the Company concluded that the reporting of the UK segment should be separated from the results of the US segment and grouping should be discontinued. Effective with the annual reports for 2024, the Company includes the results of the UK segment within Other segment, in which the results of the Company's activities in Western Europe (mainly Germany and Switzerland) will also be presented.
The group operates and manages its business mainly on the basis of the geographical location of its activities and accordingly measures and presents three reportable activity segments, as follows:
Other segment – includes OEM activity in Europe; Through the group's subsidiaries in England and Switzerland, as well as additional activity carried out in Germany.
The accounting policy of the aforementioned operating segments is the same as that presented in note 2 in regarding the accounting policy at the Hebrew version.
The results of the segments are measured on the basis of operating income, as included in the reports which are regularly reviewed by the CODM. Also, the segment profits reported to the CODM include items directly attributable to the segment and items that can be attributed on a reasonable basis.
| For the period of three months ended on March 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Israel | US | Other | Adjustments | Consolidated | ||
| \$ in thousands | ||||||
| Unaudited | ||||||
| Information on comprehensive | ||||||
| income | ||||||
| Revenues | ||||||
| External revenues | 52,271 | 24,617 | 3,554 | - | 80,442 | |
| Intersegment revenues | 2,092 | 360 | - | )2,452( | - | |
| Total revenues | 54,363 | 24,977 | 3,554 | )2,452( | 80,442 | |
| Segment results | 4,699 | 1,896 | 65 | - | 6,660 | |
| Financial expenses | 674 | |||||
| Financial income | 287 | |||||
| Income before taxes on income | 6,273 | |||||
| Depreciation and amortizations | 619 | 657 | 61 | - | 1,337 | |
| Segment Assets | 115,398 | 64,610 | 11,168 | )11,263( | 179,913 | |
| Segment Liabilities | 43,726 | 46,226 | 6,914 | )11,263( | 85,603 |
| Israel US Other Adjustments |
For the period of three months ended on March 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Consolidated | |||||||
| \$ in thousands | |||||||
| Unaudited | |||||||
| Information on comprehensive income |
|||||||
| Revenues | |||||||
| External revenues 48,290 35,118 2,434 - |
85,842 | ||||||
| Intersegment revenues 1,414 313 - )1,727( |
- | ||||||
| Total revenues 49,704 35,431 2,434 )1,727( |
85,842 | ||||||
| Segment results 4,634 3,481 )340( - |
7,775 | ||||||
| Financial expenses Financial income |
1,161 383 |
||||||
| Income before taxes on income | 6,997 | ||||||
| Depreciation and amortizations 638 480 14 - |
1,132 | ||||||
| Segment Assets 107,221 66,793 7,818 )9,364( |
172,468 | ||||||
| Segment Liabilities 42,757 51,817 3,996 )9,364( |
89,206 | ||||||
| For the year ended on December 31, 2024 Israel US Other Adjustments |
Consolidated | ||||||
| \$ in thousands | |||||||
| Audited | |||||||
| Information on comprehensive income |
|||||||
| Revenues | |||||||
| External revenues 159,473 97,928 16,338 - |
273,739 | ||||||
| Intersegment revenues 6,763 1,161 2 (7,926) Total revenues 166,236 99,089 16,340 (7,926) |
- 273,739 |
||||||
| Segment results 15,929 8,844 2 - |
24,775 | ||||||
| Financial expenses Financial income |
5,257 1,558 |
||||||
| Income before taxes on income | 21,076 | ||||||
| Depreciation and amortizations 2,556 2,045 214 - |
4,815 | ||||||
| Segment Assets 109,155 75,479 9,279 (18,918) |
174,995 |
The results of the acquired company's operations will be reflected starting from the consolidated report for the second quarter of 2025 and will be reported under the "Other" segment in the note regarding operating segments.
As of the publication date of the financial statements, the work of allocating the acquisition cost by an independent external appraiser of the acquisition cost to assets and liabilities has not yet been completed.
D. On May 13, 2025, the Company's Board of Directors declared a dividend distribution at a rate of 0.105 NIS per share and a total amount of approximately \$ 1,396 thousand. The effective date is set for May 27, 2025.
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