Interim / Quarterly Report • Aug 21, 2025
Interim / Quarterly Report
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Table of Contents
Chapter A - Board of Directors' Report on the State of the Corporations' Affairs
Chapter B-Consolidated Financial Statements as of June 30, 2025
This is an English translation of parts of the information in the full Hebrew report of the company, that was published on August 19, 2025 (reference no.: 2025-01-061521) 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 six months ended June 30, 2025 until the date of this report ("The Reported period") and for the period of three months then ended ("the Quarter") in accordance with the Reports' Regulations, 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 analysis and technical characterization of the appropriate platform, development of the products, definition of the appropriate infrastructures (hardware and software), 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) 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 June 30, 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.
2.4 As part of the new tariff policy - on August 6, 2025, a concrete reference was published by the US on the import of chips and processors. According to the announcement, a 100% tariff was set on the import of chips and processors, effective from August 7, 2025, in a comprehensive manner regardless of the country of origin. However, it was determined that significant global manufacturers that have made a real investment in production infrastructure in the US in recent years (or that commit to establishing production lines in the US) will be entitled to a full exemption from said tariff.
The Company is monitoring the effects of the new tariff policy in the US 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 operate from a number of different geographical locations around the world, however, the above (with an emphasis on the new policy for taxing chips) may have a negative impact on the increase in the price of inputs by the Group's customers in the US, which may may affect changes in their purchasing decisions and supply chain. The Company will continue to monitor the implications in the US market and adjust its strategies as necessary.
2.5 For further details regarding material events after the balance sheet date, see Note 6 to the financial statements.
| Item | As of June 30, 2025 |
As of December 31, 2024 |
Company's explanations |
|---|---|---|---|
| Current Assets | 133,243 | 142,444 | The main change in the volume of current assets is due to a decrease in inventory balance of \$ 10,534 thousand compared to increase in taxes receivable in the amount of \$ 1,190 thousand. |
| Non- Current Assets |
36,469 | 32,551 | The main change in non-current assets is due to an increase in goodwill and intangible assets as a result of a business combination of a company acquired by an overseas subsidiary in the second quarter of 2025, the operating results of which are reported under the "Other" segment. |
| Total Assets | 169,712 | 174,995 | |
| Current Liabilities | 54,243 | 67,911 | The main decrease in the volume of current liabilities is due to a decrease in short-term credit balance of \$ 5,139 thousand, a decrease in the liability for a PUT option to minority of \$ 3,817 thousand due to exercise carried out in the first quarter of 2025 in the US subsidiary, and a decrease in the balances of trade payables and other payables of \$ 1,864 thousand and \$ 2,086 thousand, respectively. |
| Non-current Liabilities |
19,754 | 15,805 | The main change in the volume of non-current liabilities resulted from taking long-term credit for financing the acquisition of a foreign company. |
| Equity | 95,715 | 91,279 | The main change in equity is due to the addition of net income in the period amounting to \$ 7,662 thousand, net of the dividend declared and paid in the amount of \$ 3,214 thousand. |
| Total Liabilities and Equity |
169,712 | 174,995 |
4.1 The following are the condensed consolidated statements of profit or loss for the six months ended June 30, 2025 and 2024 (US dollars in thousands):
| For the six months ended June 30 |
||||
|---|---|---|---|---|
| Item | 2025 | 2024 | Change in % |
Company's explanations |
| Revenues | 143,270 | 146,902 | 2.5%( ) | The decrease in revenue is due to significant transactions that were carried out in the corresponding quarter in the AI field in Israel and US segments, and which was mostly offset by an increase in revenue in the Israel segment and "Other" segment |
| Gross profit | 22,332 | 24,146 | 7.5%( ) | The decrease in gross profit is due to a decrease in revenue turnover, change in the mix of transactions and increase in NIS costs in Israel segment from the impact of the revaluation of the NIS/dollar exchange rate in the second quarter of 2025. |
| Gross profit rate | 15.6% | 16.4% | ||
| Selling, general and administrative and other expenses |
12,377 | 11,257 | 9.9% | The increase in selling, administrative and general expenses is mainly due to an increase in selling salary costs (including the effect of the revaluation in the NIS/dollar exchange rate on the increase in the dollar value of NIS costs in Israel segment) and advertising costs, along with increased expenses as a result of the consolidation of the company acquired abroad at the beginning of the second quarter of 2025, the costs of professional services to execute the transaction and the amortization costs of intangible assets in connection therewith. The decrease in operating income is mainly due to the |
| Operating income | 9,955 | 12,889 | 22.8%( ) | decrease in gross profit and increase in selling, administrative and general expenses. |
| Operating income rate | 6.9% | 8.8% | ||
| Financial expenses, net | 1,536 | 1,649 | 6.9%( ) | The change in financial expenses, net, is mainly due to an increase in financial costs from exchange rate differences as a result of the revaluation of NIS liabilities due to the revaluation of the NIS exchange rate against the dollar, which was offset by a decrease in expenses recorded in the corresponding period from the revaluation of financial liabilities. |
| Taxes on income | 757 | 3,332 | 77.3%( ) | The decrease in tax expenses is mainly due to a decrease in taxable income in Israel segment due to high financial expenses in NIS originating from revaluation of the NIS/dollar exchange rate. |
| Net income | 7,662 | 7,908 | |
|---|---|---|---|
| The change mainly derived from a decrease in | ||||
|---|---|---|---|---|
| EBITDA (*) | 12,662 | 15,115 | 16.2%( ) | operating income, as stated above, net of an increase |
| 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 June 30 |
|||||
|---|---|---|---|---|---|
| Item | 2025 | 2024 | Change in % |
Company's explanations | |
| Revenues | 62,828 | 61,060 | 2.9% | The increase in revenues in the quarter is due to increased activity with customers in various sectors in the US and Europe. |
|
| Gross profit | 9,740 | 10,324 | 5.7%( ) | The decrease in gross profit was affected by a change in the revenue mix due to projects in which transitions to a new generation were made that replaced old, established projects, a process that naturally results in costs and low gross profit margins at the beginning of their journey, alongside an increase in NIS costs, mainly wage costs and subcontractors in Israel segment as a result of the impact of the sharp revaluation of the NIS/dollar exchange rate in the second quarter of 2025. |
|
| Gross profit rate | 15.5% | 16.9% | |||
| Selling, general and administrative and other expenses |
6,445 | 5,210 | 23.7% | The increase in selling, administrative and general expenses is mainly due to an increase in operating costs in NIS in Israel segment from the sharp revaluation in the NIS/dollar exchange rate in the second quarter of 2025 and from the initial consolidation of the results of the company that was acquired abroad at the beginning of the second quarter, the costs of professional services to execute the transaction and the amortization costs of intangible assets in connection therewith. |
| Operating income | 3,295 | 5,114 | 35.6%( ) | The decrease in operating income is mainly due to the decrease in gross profit and increase in selling, administrative and general expenses. |
|---|---|---|---|---|
| Operating income rate | 5.2% | 8.4% | ||
| Financial expenses, net | 1,149 | 871 | 31.9% | The increase in financial expenses, net, is mainly due to revaluation of NIS liabilities due to the sharp revaluation of the NIS/Dollar exchange rate in the quarter. |
| Taxes on income | (845) | 1,360 | The tax revenues recorded in the quarter resulted from a decrease in taxable income in the Israel segment due to high NIS financial expenses stemming from the sharp revaluation of the NIS/Dollar exchange rate in the current quarter, and from recording deferred taxes due to differences in measurement basis between the dollar statements and the NIS statements of the Israeli companies. |
|
| Net income | 2,991 | 2,883 | 3.7% |
| EBITDA (*) | 4,677 | 6,214 | 24.7%( ) | The change mainly derived from a decrease in operating income, as stated above, net of an increase in depreciation expenses. |
|
|---|---|---|---|---|---|
| -- | ------------ | ------- | ------- | ---------- | ------------------------------------------------------------------------------------------------------------------------------------ |
| For the six months ended June 30 |
Change in | ||||
|---|---|---|---|---|---|
| Item | 2025 | 2024 | % | Company's explanations | |
| Segment's revenues: Israel |
92,736 | 91,072 | 1.8% | The increase in the segment's revenues resulted from a growth in activity with customers in various sectors. |
|
| US | 47,175 | 54,253 | 13.0%( ) | The decrease in revenues was mainly due to a significant transaction in the first quarter of 2024 to supply AI computing systems to a customer in the US that was partly offset by an increase in revenues from other customers. |
|
| Other (*) | 9,804 | 5,635 | 74.0% | The increase in segment revenues was mainly due to the start of equipment supplies for the Company's long-term project in Switzerland and from revenues of a company acquired at the beginning of the second quarter of 2025. |
|
| Adjustments | ( 6,445) | 4,058( ) | |||
| Total revenues | 143,270 | 146,902 | (2.5%) | ||
| Segment's results: Israel |
6,243 | 8,228 | 24.1%( ) | The decrease in operating profit was mainly due to an increase in NIS expenses (mainly payroll) due to the revaluation effect in the NIS/dollar exchange rate in the second quarter of 2025. |
|
| US | 3,563 | 5,168 | 31.1%( ) | The decrease in operating profit was mainly due to a decrease in revenues and gross profit, as above. |
|
| Other (*) | 149 | ( 507) | The increase in operating profit was mainly due to an increase in revenues in the project in Switzerland, as stated above. |
||
| Total operating income | 9,955 | 12,889 | (22.8%) |
| For the three months ended June 30 |
Change in | ||||
|---|---|---|---|---|---|
| Item | 2025 | 2024 | % | Company's explanations | |
| Segment's revenues: Israel |
38,373 | 41,368 | 7.2%( ) | The decrease in the segment's revenues resulted from the completion of long-term projects that were completed as planned, while on the other hand, there are noticeable delays in initiating and starting new projects due to the effects of the prolonged war. |
|
| US | 22,198 | 18,822 | 17.9% | The increase in the segment's revenues resulted from a growth in activity with customers in various sectors. |
|
| Other (*) | 6,250 | 3,201 | 95.3% | The increase in segment revenues was mainly due to the start of equipment supplies for the Company's long-term project in Switzerland and from revenues of a company acquired at the beginning of the second quarter of 2025. |
|
| Adjustments | ( 3,993) | (2,331) | 71.3% | ||
| Total revenues | 62,828 | 61,060 | 2.9% | ||
| Segment's results: Israel |
1,544 | 3,594 | 57.0%( ) | The decrease in operating profit was mainly due to a decrease in revenues and gross profit along with an increase in NIS expenses (mainly payroll) due to the revaluation effect in the NIS/dollar exchange rate in the quarter. |
|
| US | 1,667 | 1,687 | 1.2%( ) | The change was affected by a difference in the mix of revenues and specific costs as a result of completing operational measures to maximize synergies. |
|
| Other (*) | 84 | ( 167) | The increase in operating profit was mainly due to an increase in revenues in the project in Switzerland, as stated above. |
||
| Total operating income | 3,295 | 5,114 | (35.6%) |
5.1 key figures from the statement of cash flows for the six months ended June 30, 2025 and 2024 (dollars in thousands):
| The item | For the six months ended June 30 |
|||
|---|---|---|---|---|
| 2025 | 2024 | Company's explanations | ||
| Net cash provided by (used in) operating activities |
13,333 | 4,152 | The change was mainly due to timing differences in working capital items, mainly due to a decrease in inventory compared to an increase in inventory in the corresponding period |
|
| Net cash used in investing activities |
(2,889) | (827) | The majority of the cash used for investing activities was used to acquire the company abroad in the second quarter of 2025. |
|
| Net cash provided by (used in) financing activities |
(10,912) | (3,929) | The majority of the cash used for financing activities was used to repay short-term credit, to exercise a PUT option by shareholders in the US subsidiary in the first quarter, and to pay a dividend to shareholders, while on the other hand, there was an increase in long-term loans for the purpose of acquiring the company abroad. |
|
| Decrease in cash and cash equivalents |
(468) | (604) |
| The item | For the three months ended June 30 |
|||
|---|---|---|---|---|
| 2025 | 2024 | Company's explanations | ||
| Net cash provided b y (used in) operating activities |
17,984 | (5,476) | The change in cash from operating activities was mainly due to timing differences in working capital items, mainly due to a decrease in inventory compared to an increase in inventory in the corresponding quarter and a decrease in trade receivables compared to the corresponding quarter. |
|
| Net cash used in investing activities |
(2,870) | (677) | The majority of the cash used for investing activities was used to acquire the company abroad in the second quarter of 2025. |
|
| Net cash provided by (used in) financing activities |
(13,017) | 2,203 | The majority of the cash used for financing activities was used to repay short-term credit, to pay a dividend to shareholders, while on the other hand, there was an increase in long-term loans for the purpose of acquiring the company abroad. |
|
| Decrease in cash and cash equivalents |
2,097 | (3,950) |
| The item | The average amount for the six months ended June 30 |
||
|---|---|---|---|
| 2025 | 2024 | ||
| The average amount of short-term credit from banking and other corporations |
16,385 | 23,516 | |
| The average amount of long-term loans | 5,677 | 5,928 | |
| The average amount of credit from suppliers | 24,415 | 29,263 | |
| The average amount of credit to customers | 60,896 | 50,206 |
In the first half of 2025, the Consumer Price Index increased by approximately 2.1%, compared to an increase of approximately 2.1% in the corresponding period last year. According to the Bank of Israel forecast from July 2025, the inflation rate during the four next quarters (ending on the first quarter of 2026) is expected to be 2.2% and the inflation rate in 2025 is expected to be 2.6%.
According to the same forecast, the economic growth forecast for 2025 was set at 3.3% and the forecast for 2026 was set at 4.6%.
In July 2025, the Bank of Israel left the Bank of Israel interest rate unchanged at 4.5%.
In the US, in July 2025, the Federal Reserve also decided to leave the interest rate in the range of 4.25%- 4.5%, while maintaining flexibility for future interest rate reductions in accordance with labor market data and inflation.
In Europe, in July 2025, the European Central Bank maintained the interest rate at a rate of 2.15%, after a series of interest rate reductions since June 2024.
The Company estimates that the impact of inflation on its operating results is not expected to be significant, among other things, because the Company's liabilities to banks are not linked to CPI. However, the high-interest rate environment negatively affects the results of the Company and its subsidiaries due to an increase in financing expenses for current credit lines (domestic and international) that are subject to variable interest rates.
During the second quarter of 2025, the dollar weakened against the NIS by approximately 9.3% (compared to strengthening of the dollar against the NIS in the corresponding quarter by approximately 2.1%), with most of the revaluation being reflected in the second half of June (a decrease of approximately 7% in two weeks), during Operation Rising Lion.
This significant revaluation has an impact on the financial statements on two levels, all in relation to activity in the Israel segment:
The Company estimates that the sharp change during the second quarter of 2025 in the NIS/dollar exchange rate has a negative impact on the results of its operations in the statement of financial position, due to the direct impact on the results of the Israel segment.
As of the report publication date, in the period from the beginning of the third quarter, inflation of approximately 2% was recorded in the NIS/dollar exchange rate.
For additional details regarding the effects of inflation and interest rates, see Sections 6.2.2 and 6.2.3 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").
Due to the worsening security threat from Iran, the State of Israel initiated a broad and significant attack on sites throughout Iran as part of Operation "Rising Lion," which resulted in approximately 12 days of intense fighting during the second quarter of 2025.
The continued fighting and uncertainty continue to have their effects also in the second quarter of 2025 on the Israeli economy and the macroeconomic parameters – including the credit rating of Israel, the cost of living and high volatility in the NIS/dollar exchange rates.
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. Nevertheless, the continuation of the war is having a noticeable impact on business results in the Israel segment for two main reasons: extensive reservist recruitment in several rounds throughout the war period, which affects the availability of manpower for the Company's customers and in some cases causes a delay in advancing existing projects, as well as a significant slowdown in customers' decisionmaking on initiating new projects, due to an atmosphere of economic uncertainty and waiting for the security situation to become clearer.
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 continuation of the war and its spread to other fronts increases uncertainty and negative sentiment towards Israel throughout the world 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 second 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: August 18, 2025
US dollars in thousands
| As of June 30, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2024 | |||
| Unaudited | |||||
| \$ in thousands | Audited | ||||
| Current Assets | |||||
| Cash and cash equivalents | 7,994 | 12,014 | 8,334 | ||
| Trade receivables, net | 56,171 | 47,472 | 56,465 | ||
| Income receivable | 1,031 | 1,692 | 1,722 | ||
| Income tax receivable | 2,038 | 764 | 848 | ||
| Other accounts receivable | 2,633 | 1,535 | 1,165 | ||
| Inventory | 63,376 | 80,661 | 73,910 | ||
| Total current assets | 133,243 | 144,138 | 142,444 | ||
| Non-Current Assets | |||||
| Other long-term accounts receivable | 443 | 276 | 442 | ||
| Deferred taxes | 2,430 | 623 | 1,146 | ||
| Fixed assets, net | 5,642 | 5,906 | 5,972 | ||
| Goodwill | 9,983 | 7,333 | 7,325 | ||
| Intangible assets, net | 6,596 | 6,128 | 5,470 | ||
| Right of use assets, net | 11,375 | 7,141 | 12,196 | ||
| Total non-current assets | 36,469 | 27,407 | 32,551 | ||
| Total assets | 169,712 | 171,545 | 174,995 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| As of | |||
|---|---|---|---|
| December 31, | As of June 30, | ||
| 2024 | 2024 | 2025 | |
| Audited | \$ in thousands | Unaudited | |
| Current liabilities | |||
| 15,550 | 26,238 | 10,411 | Credit from banks and others |
| 2,126 | 2,080 | 2,279 | Current maturities of lease liabilities |
| 4,978 | 4,330 | 1,161 | Liability for PUT option to non-controlling interests |
| 26,555 | 25,850 | 24,691 | Trade payables |
| 5,359 | 3,959 | 4,553 | Prepaid income |
| 502 | 1,067 | 393 | Income tax payable |
| 12,841 | 11,578 | 10,755 | Other accounts payables |
| 67,911 | 75,102 | 54,243 | Total current liabilities |
| Non-Current Liabilities | |||
| 4,503 | 5,245 | 8,395 | Long term loans from banks and others |
| - | 374 | - | Contingent consideration in business combination |
| 10,815 | 5,433 | 10,407 | Long term lease liabilities |
| 407 | 440 | 458 | Liabilities for employee benefits, net |
| 80 | 205 | 494 | Deferred taxes |
| 15,805 | 11,697 | 19,754 | Total non-current liabilities |
| Equity Attributable to Shareholders of the Parent Company |
|||
| 1,479 | 1,479 | 1,483 | Share capital |
| 11,137 | 11,137 | 11,528 | Premium on shares |
| 36,599 | 36,419 | 36,192 | Capital reserves |
| 42,064 | |||
| 91,279 | 84,746 | 95,715 | Total equity |
| 174,995 | 171,545 | 169,712 | Total liabilities and equity |
| 35,711 | 46,512 | Retained earnings |
| August 18, 2025 | |||
|---|---|---|---|
| Yoav Weinberg | |||
| Gillon Beck | |||
| Date of approval of the |
Co-chairmen of the | Shahaf Shrager | Yossi Yaniv |
| financial statements | Board of Directors | CEO | CFO |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| For the period of six months ended on June 30 |
For the period of three months ended on June 30 |
For the year ended on December 31 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 2024 |
2024 | |||||||
| Audited | ||||||||||
| Unaudited \$ in thousands (except for net earnings per share data) |
||||||||||
| Revenues | 143,270 | 146,902 | 62,828 | 61,060 | 273,739 | |||||
| Cost of revenues | 120,938 | 122,756 | 53,088 | 50,736 | 226,170 | |||||
| Gross profit | 22,332 | 24,146 | 9,740 | 10,324 | 47,569 | |||||
| Selling and marketing expenses | 6,696 | 5,938 | 3,393 | 2,718 | 11,951 | |||||
| General and administrative expenses | 5,699 | 5,410 | 3,058 | 2,577 | 10,936 | |||||
| Other income, net | (18) | (91) | (6) | (85) | (93) | |||||
| 12,377 | 11,257 | 6,445 | 5,210 | 22,794 | ||||||
| Operating income | 9,955 | 12,889 | 3,295 | 5,114 | 24,775 | |||||
| Financial expenses | 1,800 | 2,979 | 1,273 | 1,818 | 5,257 | |||||
| Financial income | 264 | 1,330 | 124 | 947 | 1,558 | |||||
| Income before taxes on income | 8,419 | 11,240 | 2,146 | 4,243 | 21,076 | |||||
| Taxes on income | 757 | 3,332 | (845) | 1,360 | 5,237 | |||||
| Net income | 7,662 | 7,908 | 2,991 | 2,883 | 15,839 |
| For the period of six months ended on June 30 |
For the period of three months ended on June 30 |
For the year ended on December 31 |
||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2024 | ||||
| Unaudited | Audited | |||||||
| \$ in thousands (except for 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: Income (loss) on cash flow hedging transactions Adjustments from translation of financial statements of foreign |
(560) | - | (560) | - | - | |||
| operations | 173 | (38) | 93 | (5) | (52) | |||
| Amounts that will not be reclassified later to profit or loss: |
||||||||
| Loss from re-measurement of defined benefit plans |
- | - | - | - | 50 | |||
| Total other comprehensive loss | (387) | (38) | (467) | (5) | (2) | |||
| Total comprehensive income | 7,275 | 7,870 | 2,524 | 2,878 | 15,837 | |||
| Net income attributed to: | ||||||||
| Shareholders of the Company | 7,662 | 7,908 | 2,991 | 2,883 | 15,839 | |||
| Comprehensive income attributed: | ||||||||
| Shareholders of the Company | 7,275 | 7,870 | 2,524 | 2,878 | 15,837 | |||
| Earnings per share attributed to shareholders of the Company (in Dollar): |
||||||||
| Basic earnings per share | 0.163 | 0.169 | 0.063 | 0.061 | 0.337 | |||
| Diluted earnings per share | 0.157 | 0.163 | 0.061 | 0.059 | 0.326 |
he accompanying notes are an integral part of the interim condensed consolidated financial statements.
| 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 |
Capital reserve for hedging transactions |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Unaudited | ||||||||||
| For the period of six months ended June 30, 2025 Balance as of January 1, 2025 (audited) |
1,479 | 11,137 | 35,307 | (412) | 1,897 | \$ in thousands 44 |
(237) | - | 42,064 | 91,279 |
| Net income for the period Other comprehensive income (loss) for the period |
- - |
- - |
- - |
- 173 |
- - |
- - |
- - |
- (560) |
7,662 - |
7,662 (387) |
| Total comprehensive income for the period Share based payment Issuance of shares Dividend declared |
- - 4 - |
- - 391 - |
- - - - |
173 - - - |
- 136 (157) - |
- 1 - - |
- - - - |
(560) - - - |
7,662 - - (3,214) |
7,275 137 238 (3,214) |
| Balance as of June 30, 2025 |
1,483 | 11,528 | 35,307 | (239) | 1,876 | 45 | (237) | (560) | 46,512 | 95,715 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| 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 six months ended June 30, 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 |
- | - | - | - | - | - | - | 7,908 | 7,908 |
| period | - | - | - | (38) | - | - | - | - | (38) |
| Total comprehensive income (loss) for the period |
- | - | (38) | - | - | - | 7,908 | 7,870 | |
| Share based payment | - | - | - | - | 329 | 5 | - | - | 334 |
| Issuance of shares | 7 | 415 | - | - | (422) | - | - | - | - |
| Dividend declared | - | - | - | - | - | - | - | (2,953) | (2,953) |
| Balance as of June 30, 2024 | 1,479 | 11,137 | 35,307 | (398) | 1,706 | 41 | (237) | 35,711 | 84,746 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| 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 Unaudited |
Capital reserve for transactions with non controlling interests |
Capital reserve for hedging transactions |
Retained earnings |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| \$ in thousands | ||||||||||
| For the period of three months ended June 30, 2025 |
||||||||||
| Balance as of April 1, 2025 | 1,480 | 11,178 | 35,307 | (332) | 1,948 | 45 | (237) | - | 44,921 | 94,310 |
| Net income for the period Other comprehensive income (loss) for the |
- | - | - | - | - | - | - | - | 2,991 | 2,991 |
| period Total comprehensive income (loss) for the |
- | - | - | 93 | - | - | - | (560) | - | (467) |
| period | - | - | - | 93 | - | - | - | (560) | 2,991 | 2,524 |
| Share based payment | - | - | - | - | 43 | - | - | - | - | 43 |
| Issuance of shares | 3 | 350 | - | - | (115) | - | - | - | - | 238 |
| Dividend declared | - | - | - | - | - | - | - | - | (1,400) | (1,400) |
| Balance as of June 30, 2025 |
1,483 | 11,528 | 35,307 | (239) | 1,876 | 45 | (237) | (560) | 46,512 | 95,715 |
| 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 June 30, 2024 |
\$ in thousands | ||||||||
| Balance as of April 1, 2024 | 1,474 | 10,879 | 35,307 | (393) | 1,852 | 39 | (237) | 34,341 | 83,262 |
| Net income for the period Other comprehensive loss for the |
- | - | - | - | - | - | - | 2,883 | 2,883 |
| period | - | - | - | (5) | - | - | - | - | (5) |
| Total comprehensive income (loss) for the period Share based payment |
- - |
- - |
- - |
(5) - |
- 117 |
- 2 |
- - |
2,883 - |
2,878 119 |
| Issuance of shares | 5 | 258 | - | - | (263) | - | - | - | - |
| Dividend declared | - | - | - | - | - | - | - | (1,513) | (1,513) |
| Balance as of June 30, 2024 | 1,479 | 11,137 | 35,307 | (398) | 1,706 | 41 | (237) | 35,711 | 87,746 |
| 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 | |||||||||
| For the year ended December 31, 2024 |
Audited | ||||||||
| 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 Other comprehensive loss for the |
- | - | - | - | - | - | - | 15,839 | 15,839 |
| 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 Dividend declared |
7 - |
415 - |
- - |
- - |
(422) - |
- - |
- - |
- (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 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| For the period of six months ended on June 30 |
For the period of three months ended on June 30 |
For the year ended on December 31 |
|||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2024 | |
| Unaudited | Audited | ||||
| \$ in thousands | |||||
| Cash flows from operating activities | |||||
| Net income | 7,662 | 7,908 | 2,991 | 2,883 | 15,839 |
| Adjustments to reconcile net income to net cash provided by operating activities: |
|||||
| Adjustments to profit and loss: | |||||
| Depreciation and amortizations | 2,725 | 2,317 | 1,388 | 1,185 | 4,815 |
| Taxes on income | 757 | 3,332 | (845) | 1,360 | 5,237 |
| Change in provision for doubtful | |||||
| accounts | (6) | (31) | - | (28) | (22) |
| Change in provision for vacation and | |||||
| recreation | 178 | 269 | (76) | 17 | 3 |
| Value adjustment of financial liabilities | 78 | 480 | 67 | 57 | 754 |
| Dividend to holders of PUT option | 27 | 276 | 12 | 138 | 606 |
| Change in employee benefits, net | 51 | - | 51 | (1) | 32 |
| Interest and revaluation for short term | |||||
| credit, net | 459 | 428 | 373 | 364 | 1,023 |
| Interest and revaluation of long-term | |||||
| loans, net | 287 | 163 | 190 | 110 | 371 |
| Other financial expenses, net | 567 | (132) | 475 | (25) | 131 |
| Capital gains, net | (5) | - | (5) | - | - |
| Cost of share-based payment | 137 | 334 | 43 | 119 | 528 |
| 5,255 | 7,436 | 1,673 | 3,296 | 13,478 | |
| Changes in asset and liability items: Decrease (increase) in trade receivables |
|||||
| and income receivable | 1,494 | 5,998 | 14,718 | 2,017 | (3,020) |
| Decrease (increase) in other accounts | |||||
| receivable | (1,933) | 1,618 | (452) | 1,620 | 1,733 |
| Decrease (increase) in inventory | 10,655 | (5,216) | 4,162 | (4,415) | 1,530 |
| Increase (decrease) in trade payables | (2,233) | (8,406) | (2,208) | (5,606) | (7,632) |
| Increase (decrease) in prepaid income | (806) | 2,839 | (834) | 1,980 | 4,239 |
| Increase (decrease) in other accounts | |||||
| payable | (3,976) | (4,318) | (605) | (5,015) | (2,899) |
| 3,201 | (7,485) | 14,781 | (9,419) | (6,049) | |
| Cash paid and received during the period for: |
|||||
| Taxes on income paid | (2,945) | (3,872) | (1,560) | (2,236) | (7,065) |
| Taxes on income received | 160 | 165 | 99 | - | 449 |
| (2,785) | (3,707) | (1,461) | (2,236) | (6,616) | |
| Net cash provided by (used in) operating activities |
13,333 | 4,152 | 17,984 | (5,476) | 16,652 |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| For the period of six months ended on June 30 |
For the period of three months ended on June 30 |
For the year ended on December 31 |
||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2024 | ||
| Unaudited | Audited | |||||
| \$ in thousands | ||||||
| Cash flows from investing activities | ||||||
| Purchase of fixed assets | (132) | (855) | (64) | (638) | (1,476) | |
| Purchase of intangible assets | (98) | (44) | (14) | (5) | (64) | |
| Proceeds from sale of fixed assets | 5 | - | 5 | - | - | |
| Interest received | 264 | 173 | 124 | 51 | 290 | |
| Acquisition of an initially consolidated | ||||||
| subsidiary (Appendix B) | (2,912) | - | (2,912) | - | - | |
| Increase in other investments | (16) | (101) | (9) | (85) | (320) | |
| Net cash used in investing activities | (2,889) | (827) | (2,870) | (677) | (1,570) | |
| Cash flows from financing activities | ||||||
| Short term credit from banks and | ||||||
| others, net | (4,615) | 3,610 | (12,376) | 6,566 | (6,015) | |
| Interest paid | (1,517) | (948) | (942) | (551) | (2,006) | |
| Dividend paid | (3,214) | (2,953) | (3,214) | (1,513) | (4,581) | |
| Dividend to holders of PUT option | (159) | (385) | (27) | (276) | (583) | |
| Principal payment of lease liabilities | (1,354) | (989) | (671) | (514) | (2,038) | |
| Exercise of PUT option | (3,895) | - | - | - | - | |
| Proceeds from exercise of employee | ||||||
| options | 238 | - | 238 | - | - | |
| Receipt of long-term loans | 8,617 | - | 8,617 | - | - | |
| Repayment of long-term loans | (5,013) | (2,264) | (4,642) | (1,509) | (4,120) | |
| Net cash provided by (used in) | ||||||
| financing activities Increase (decrease) in cash and cash |
(10,912) | (3,929) | (13,017) | 2,203 | (19,343) | |
| equivalents | (468) | (604) | 2,097 | (3,950) | (4,261) | |
| Exchange rate differences for cash and cash equivalents |
128 | (3) | 96 | - | (26) | |
| Balance of cash and cash equivalents at the beginning of the period |
8,334 | 12,621 | 5,801 | 15,964 | 12,621 | |
| Balance of cash and cash equivalents at | ||||||
| the end of the period | 7,994 | 12,014 | 7,994 | 12,014 | 8,334 | |
| Appendix A | ||||||
| Significant non-cash activity | ||||||
| Recognition of right of use assets and lease liabilities |
470 | 1,924 | 381 | 1,729 | 8,278 | |
| For the period of six months ended on June 30 |
For the period of three months ended on June 30 |
For the year ended on December 31 |
|||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2024 | |
| Audited | |||||
| Appendix B | |||||
| Acquisition of an initially consolidated subsidiary |
|||||
| Current assets excluding cash and cash | |||||
| equivalents | (550) | - | (550) | - | - |
| Fixed assets | (15) | - | (15) | - | - |
| Right of use assets | (41) | - | (41) | - | - |
| Goodwill and intangible assets created | |||||
| upon acquisition | (4,098) | - | (4,098) | - | - |
| Liability for additional consideration | |||||
| not yet paid | 888 | 888 | |||
| Current liabilities | 461 | - | 461 | - | - |
| Deferred tax | 423 | 423 | |||
| Non-current liabilities | 20 | - | 20 | - | - |
| Net cash for acquiring the initially | |||||
| consolidated subsidiary | (2,912) | - | (2,912) | - | - |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
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 |
| Related parties - | Company's statements. 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 war continues since then (until this date) with varying intensity, mainly in the Gaza Strip and on the northern border (where a ceasefire is in place as of the publication date of the report), including follow-up operations such as Operation "Gideon's Chariots" deep in the Gaza Strip, and the expansion of the fighting to the Iranian front due to the worsening security threat from there as part of Operation "Rising Lion" which was carried out at the initiative of the State of Israel during 12 days of intense fighting in the second quarter of 2025. The war on various fronts led to a slowdown in business activity in the Israeli economy, among other things due to periods (such as during "Rising Lion") in which there were noticeable disruptions in the continuity of economic activity due to movement restrictions, the closure of educational institutions and damage to infrastructure. In addition, the effects of the war include uncertainty in its implications on macroeconomic factors in Israel, including possible adverse changes in the credit rating of Israel and Israeli financial institutions, inflation forecasts, changes in exchange rates, as detailed below, and instability in the Israeli capital market in general.
Since the outbreak of the war, the Company has continued regular operations at all of its sites in Israel without any impact on production and product supply. As of the date of this report, in the Company's assessment for the short and medium term, based on the information in its possession as of the date of approval of the financial statements, the continuation of the war and its spread to other arenas increases uncertainty and negative sentiment in the world towards Israel and may make future operations more difficult.
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. The tariff applies only to goods and does not apply to services, and a list of about a thousand categories of products that will not be subject to tariffs was also published, including computer products. In August 2025, the new tariff policy in the US officially entered into force, with the final tariff rate on imports from Israel set at 15%. In addition, a concrete reference was published on the subject of imports of chips and processors. According to the announcement, a tariff of 100% was set on imports of chips and processors, in a comprehensive manner regardless of the country of origin. However, it was determined that certain manufacturers will be entitled to a full exemption from said tariff. 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. The company will continue to monitor economic and regulatory developments in the US market and will adjust its strategy accordingly.
These financial statements were prepared in a condensed format as of June 30, 2025 and for the six-month and three-month periods 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.
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 | ||||
|---|---|---|---|---|
| As of June 30, | December 31, | |||
| 2025 | 2024 | 2024 | ||
| Representative exchange rate of 1 NIS | 0.297 | 0.266 | 0.274 | |
| Representative exchange rate of 1 Pound Sterling | 1.371 | 1.264 | 1.254 |
| For the period of six months ended on June 30 |
For the period of three months ended on June 30 |
For the year ended on December 31 |
|||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | 2024 | |
| Representative exchange rate of 1 NIS Representative exchange rate of 1 |
8.39 | (3.62) | 10.41 | (2.21) | (0.72) |
| Pound Sterling | 9.32 | (0.81) | 5.97 | (0.03) | (1.55) |
| For the period of six months ended on June 30 |
For the period of three months ended on June 30 |
For the year ended on December 31 |
||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 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 | 86,974 | 89,670 | 34,703 | 40,428 | 159,473 | |
| USA | 46,498 | 53,684 | 21,881 | 18,567 | 97,928 | |
| Other (including Germany, Switzerland | ||||||
| and UK) | 9,798 | 3,548 | 6,244 | 2,065 | 16,338 | |
| 143,270 | 146,902 | 62,828 | 61,060 | 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:
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 six months ended on June 30, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Israel | US | Other (*) | Adjustments | Consolidated | ||||
| \$ in thousands | ||||||||
| Unaudited | ||||||||
| Information on comprehensive | ||||||||
| income | ||||||||
| Revenues | ||||||||
| External revenues | 86,974 | 46,498 | 9,798 | - | 143,270 | |||
| Intersegment revenues | 5,762 | 677 | 6 | (6,445) | - | |||
| Total revenues | 92,736 | 47,175 | 9,804 | (6,445) | 143,270 | |||
| Segment results | 6,243 | 3,563 | 149 | - | 9,955 | |||
| Financial expenses | 1,800 | |||||||
| Financial income | 264 | |||||||
| Income before taxes on income | 8,419 | |||||||
| Segment Assets | 109,314 | 57,169 | 20,146 | (16,917) | 169,712 | |||
| Segment Liabilities | 36,479 | 37,955 | 16,480 | (16,917) | 73,997 |
| For the period of three months ended on June 30 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Israel | US | Other (*) | Adjustments | Consolidated | |||
| \$ in thousands | |||||||
| Unaudited | |||||||
| Information on comprehensive | |||||||
| income | |||||||
| Revenues | |||||||
| External revenues | 34,703 | 21,881 | 6,244 | - | 62,828 | ||
| Intersegment revenues | 3,670 | 317 | 6 | (3,993) | - | ||
| Total revenues | 38,373 | 22,198 | 6,250 | (3,993) | 62,828 | ||
| Segment results | 1,544 | 1,667 | 84 | - | 3,295 | ||
| Financial expenses | 1,273 | ||||||
| Financial income | 124 | ||||||
| Income before taxes on income | 2,146 | ||||||
| Segment Assets | 109,314 | 57,169 | 20,146 | (16,917) | 169,712 | ||
| Segment Liabilities | 36,479 | 37,955 | 16,480 | (16,917) | 73,997 | ||
| For the period of three months ended on June 30 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Israel | US | Other (*) | Adjustments | Consolidated | |||
| \$ in thousands | |||||||
| Unaudited | |||||||
| Information on comprehensive | |||||||
| income | |||||||
| Revenues | |||||||
| External revenues | 39,293 | 18,566 | 3,201 | - | 61,060 | ||
| Intersegment revenues | 2,075 | 256 | - | (2,331) | - | ||
| Total revenues | 41,368 | 18,822 | 3,201 | (2,331) | 61,060 | ||
| Segment results | 3,594 | 1,687 | (167) | - | 5,114 | ||
| Financial expenses | 1,818 | ||||||
| Financial income | 947 | ||||||
| Income before taxes on income | 4,243 | ||||||
| Segment Assets | 109,024 | 62,151 | 11,177 | (10,807) | 171,545 | ||
| Segment Liabilities | 43,761 | 46,471 | 7,374 | (10,807) | 86,799 | ||
| 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 |
Income before taxes on income 21,076
| Segment Assets | 109,155 | 75,479 | 9,279 | (18,918) | 174,995 |
|---|---|---|---|---|---|
| Segment Liabilities | 38,076 | 58,340 | 6,218 | (18,918) | 83,716 |
Financial expenses 5,257 Financial income 1,558
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.
The acquisition consideration and the fair value of identifiable assets acquired and liabilities assumed are adjustable up to 12 months from the date of acquisition. At the final measurement date, the adjustments are made by restating the comparative figures previously reported according to the interim measurement.
The cost of the business combination as aforesaid amounted to approximately \$ 4.8 million. As of the acquisition date, the fair value of the contingent consideration was estimated at zero. A weighted discount rate of approximately 16.8% was used in calculating the fair value.
Total acquisition expenses during the reporting period amounted to approximately \$ 98 thousand and were recorded in profit and loss when incurred.
The following are details regarding the amounts recognized at the acquisition date for each group of assets acquired and liabilities assumed:
| Acquisition date |
|
|---|---|
| April 1, 2025 | |
| \$ in thousands | |
| Cash and cash equivalents | 969 |
| Trade and other receivables | 523 |
| Inventory | 27 |
| Goodwill and intangible assets created upon acquisition | 4,098 |
| Fixed assets and right-of-use assets, net | 56 |
| Trade and other payables | (461) |
| Long-term liabilities | (443) |
| Total cost of business combination | 4,769 |
| Cash provided by/used in the acquisition | \$ in thousands |
| Cash and cash equivalents in the acquired company at the date of | |
| acquisition | 969 |
| Cash paid for the acquisition | (3,881) |
| Cash, net | (2,912) |
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