AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Hiper Global Ltd.

Quarterly Report Nov 19, 2024

6835_rns_2024-11-19_3cb70254-2a33-4395-928b-659393ee9c84.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

Periodic report for the quarter ended September 30, 2024

Table of Contents

Chapter A - Board of Directors' Report on the State of the Corporations' Affairs

Chapter B-Interim Condensed Consolidated Financial Statements as of September 30, 2024

This is an English translation of parts of the information in the full Hebrew report of the company, that was published on November 14, 2024 (reference no.: 2024-01-615736) 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.

Board of Directors' Report on the Corporation's State of Affairs for the period ended September 30, 2024

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 key changes in the Company's operations for the period of the nine months ended September 30, 2024 and until the date of this report ("The Reported period") and during three months then ended ("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 local or global 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.

1. Description of the Company and its business environment

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, Europe and US 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 two operating segments: the Israel operation segment and the International operation segment, 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 in the abroad operating segment 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), defense industries, companies in the cyber field, media, data storage, printing and medical equipment.

2. Events in the corporation's activity during the reported period and up to the date of its publication

  • 2.1 For events that occurred from January 1, 2024 until the publication date of the second quarter report for 2024 that was published on August 14, 2024 (reference no.: 2024-01-082062) ("The board of directors' report for the second quarter of 2024") see section 2 of the board of directors' report of the company for the periodic report for 2023 and section 2 of the board of directors' report of the company for the first quarter of 2024 that was published on May 16, 2024 (reference no.: 2024-01-050415) and section 2 of the board of directors' report for the second quarter for 2024.
  • 2.2 On August 26, 2024, the Company reported that the Company's board of directors approved (after approval by the audit committee) an update of the services agreement between the Company and Emet Computing, thisin light of Mr. Roy Harari's announcement of the termination of his position as VP of Business Development at Emet Computing on October 6, 2024, so that the parties agreed to end the provision of VP business development services provided by Emet Computing through Mr. Roy Harari by virtue of service agreement in 47 days in lieu of 90 days as stipulated in the services agreement. In addition, in lieu of receiving VP business development services of Mr. Harari by Emet Computing through the aforementioned services agreement, the Company's board of directors approved (after receiving the recommendation of the remuneration committee) a direct engagement with Mr. Harari for the purpose of receiving the services of VP of Business Development effective October 7, 2024. For more details regarding the update of the services agreement and the direct engagement for VP Business Development services, see an immediate report from August 26 2024 (reference no.: 2024-01-088125).
  • 2.3 On September 18, 2024, an annual general meeting of the Company's shareholders was held, in which the following decisions were made: (a) Re-appointment of the accounting firm of Kost Forer Gabbay & Kasierer (EY) for another term as the Company's auditor until the end of the next annual general meeting; (b) Re-appointment of the directors serving in the Company who

are not external directors, Messrs Gillon Beck (chairman of the joint board of directors), Yoav Weinberg (chairman of the active board of directors), Amit Ben Zvi, Ehud Lavi, Ofer Shelah and Talia Levine (independent director). For more details, see the report on the results of the general meeting from September 18, 2024 and the report on summoning the meeting from August 14, 2024 (reference no.: 2024-01-604248 and 2024-01-082071, respectively).

  • 2.4 On September 30, 2024, the approval of the Registrar of Companies was received for the merger of the subsidiary Hiper Global Enterprise Ltd. (a wholly owned company, 100%), with and into the Company ("the Merger"). The date of the merger was set for September 30, 2024. The merger of the companies is part of a reorganization intended for a business and economic purpose.
  • 2.5 On November 13, 2024, the Company's board of directors approved the distribution of a dividend to the Company's shareholders (which meets the distribution tests set forth in the Companies Law), in a total amount of approximately NIS 2,825 thousand. For more details, see an immediate report regarding the distribution of the dividend that will be published on or about the publication date of this report.
  • 2.6 Against the background of the global geopolitical environment and the war situations in recent times (among other things, the Russia-Ukraine war and its consequences for the neighboring countries and the entire NATO alliance and between Israel and its neighbors) there is a noticeable increase in the activities of the group's companies with clients from the defense sector (in Israel and abroad).

In this framework, the Company takes advantage of the unique presence and the knowledge it has gained in its activity in selling products to this sector.

These products are characterized by high complexity, significant adjustments of computing components to the point of developing solutions from the ground up.

3. Financial position

  • 3.1 The Group's total assets according to the financial statements as of September 30, 2024, amounted to approximately \$ 176,769 thousand and as of December 31, 2023, amounted to approximately \$ 173,049 thousand.
  • 3.2 Below are the key changes in the Group's financial position as of September 30, 2024, compared to the statement of financial position as of December 31, 2023 (US dollars in thousands):
Item As of
September 30
As of
December 31
Company's explanations
Current assets 2024
143,330
2023
146,262
The main change in the volume of current assets is
due to a decrease in cash balance in the amount of \$
2,918 thousand and a decrease in trade receivables'
balance in the amount of \$ 3,001
thousand and on
the other hand an increase in inventory balance
balances of \$ 3,223 thousand.
Non-current
assets
33,439 26,787 The main increase in the volume of non-current
assets is due to an increase in right-of-use assets due
to
long
term
new
lease
agreements
of
the
subsidiaries in the UK and US .
Total assets 176,769 173,049
Current
liabilities
71,556 80,471 The main change in the volume of current liabilities
stems from a decrease in the trade payables balance
in the amount of \$
9,657 thousand and
other accounts
payables balance in the amount of \$ 3,259
thousand,
and on the other hand an increase in the balance of
prepaid income in the amount of \$ 4,111 thousand.
Non-current
liabilities
17,208 13,083 The main change in the volume
of long-term
liabilities stems from
an increase in lease liabilities
due to
new lease agreements
in the
subsidiaries in
the UK
and US against a decrease in long term loans
from
current
repayments
and
adjustments
in
liabilities for
contingent consideration.
Equity 88,005 79,495 The main change in equity is due
to the increase in
the total profit amounting to \$ 11,897
thousand, net
of the dividend declared in the amount of \$ 3,827
thousand.
Total liabilities
and equity
176,769 173,049

4. Operating results

4.1 The following are the condensed consolidated statements of profit or loss for the nine months ended September 30, 2024 and 2023 (US dollars in thousands):

For the period
of nine
months ended
September 30
Item 2024 2023 Change in % Company's explanations
Revenues 209,279 213,934 )2.2%( The decrease in revenue is mainly due to a one
time project in the amount of approximately \$ 35
million (see immediate report dated August 6,
2023, reference
no.: 2023-01-089808) which
was mostly provided
in the third quarter of 2023
("One-Time Project"). This decrease was offset
by increase in revenues in the organic activity in
both operations segments.
Gross profit 35,680 34,377 3.8% The increase in gross
profit is due to a change in
the mix of revenues and
accordingly from the
improvement in the rate of profitability.
Gross profit rate 17.0% 16.1%
Selling, general and
administrative and
other expenses
17,105 18,027 )5.1%( The decrease in selling and
administrative
expenses
results
from
a
decrease
in
amortizations of intangible assets
and a decrease
in expenses attributed
to management and
option
plans.
Operating income 18,575 16,350 13.6% The increase in operating income
is mainly due
to the increase in gross profit, alongside the
decrease in selling, administrative and other
expenses as mentioned above.
Operating income
rate
8.9% 7.6%
Financial
expenses,
net
2,482 2,837 )12.5%( The decrease in financial
expenses is mainly
from a decrease in interest expenses
which were
partially offset by liability value adjustments.
Taxes on income 4,341 4,204 3.3% The change in tax expenses is due to the increase
in profit before taxes
which was partially offset
due to change in deferred taxes.
Net income 11,752 9,309 26.2%
The increase –
according to the increase in

(*) EBITDA (data is not audited and not reviewed): Operating income excluding other expenses/income and excluding depreciation EBITDA (*) 21,991 19,980 10.1% operating income, see above.

and amortization expenses. The figure is included in the report as it provides information on profit from current operations, excluding expenses that do not involve cash flows.

4.2 The following are the condensed consolidated statements of profit or loss for the three months ended on September 30, 2024 and 2023 (US dollars in thousands):

Item For the period of three
months ended
September 30
Change in % Company's explanations
2024 2023
Revenues 62,377 81,241 )23.2%( The decrease in revenue is mainly due to a one
time project which was mostly provided
in the
corresponding quarter, while
excluding this
transaction, the Company shows an increase in
revenue in organic activity, mainly in the
international operations segment.
Gross profit 11,534 11,702 )1.4%( The change in gross profit is due to the
aforementioned decrease
in revenues, which
was partly offset by the mix of revenues at a
higher
profitability rate.
Gross profit rate 18.5% 14.4%
Selling, general and
administrative and
other expenses
5,848 5,216 12.1% The increase in selling and administrative
expenses results from one-time decrease in
expenses
that
was
recorded
in
the
corresponding period.
Operating income 5,686 6,486 )12.3%( The decrease in operating income is mainly due
to the increase in selling, administrative and
other expenses.
Operating income
rate
9.1% 8.0%
Financial expenses,
net
833 641 30.0% The increase in financial expenses is mainly
due to an increase in expenses for exchange rate
differences.
Taxes on income 1,009 1,614 )37.5%( The decrease in tax expenses is due to a
decrease in profit before taxes
and change in
deferred taxes.
Net income 3,844 4,231 )9.1%( The
change in net income
is mainly due to the
decrease in the aforementioned operating
income.
EBITDA (*) 6,876 7,439 )7.6%( The decrease

according to the decrease in
operating income, see above.

(*) EBITDA (data is not audited and not reviewed): Operating income excluding other expenses/income and excluding depreciation and amortization expenses. The figure is included in the report as it provides information on profit from current operations, excluding expenses that do not involve cash flows.

4.3 Financial information on business operating segments of the group for the period of nine months ended on September 30, 2024 and 2023 (US dollars in thousands):

For the period of nine
months
ended September 30
Change in
Item 2024 2023 % Company's explanations
Segment's revenues:
Israeli operation
130,656 148,347 )11.9%( The decrease in revenues is mainly due to a
one-time project which was mostly provided in
the
corresponding
period.
Excluding
this
transaction, there was an increase in the
segment's revenues.
International operation 83,687 68,284 22.6% The increase in revenues results from the
continued organic expansion of the Company's
activities in this segment.
Adjustments )5,064( )2,697(
Total revenues 209,279 213,934 )2.2%(
Segment's results:
Israeli
operation
12,247 11,785 3.9% The improvement in the results is due to mix of
transactions at higher profitability rate along
with a decrease in selling administrative and
other expenses.
International operation 6,328 4,565 38.6% The improvement in the results is due to the
increase in revenues along with a decrease in
selling administrative and other expenses.
Total operating income 18,575 16,350 13.6%

4.4 Financial information on business operating segments of the group for the period of three months ended on September 30, 2024 and 2023 (US dollars in thousands):

For the period of three
months ended September 30
Change
Item 2024 2023 in % Company's explanations
Segment's revenues:
Israeli operation
37,547 64,191 )41.5%( The decrease in revenues is due to a
significant one-time project which was
recorded in the corresponding quarter.
International operation 25,886 18,720 38.3% The increase in revenues is due to the
continued
organic
expansion
of
the
activity.
Adjustments )1,056( )1,670(
Total revenues 62,377 81,241 )23.2%(
Segment's results:
Israeli
operation
3,812 5,109 )25.4%( The decrease in profit is due to a decrease
in
segment
revenues
(including
the
impact of one-time project as described
above).
International operation 1,874 1,377 36.1% The increase in profit is due to increase in
revenues and profitability of the segment
in
the
current
quarter
(despite,
as
mentioned, a one-time decrease in G&A
expenses recorded in the corresponding
quarter).
Total operating income 5,686 6,486 )12.3%(

5. Liquidity

5.1 key figures from the statement of cash flows for period of nine months ended September 30, 2024 and 2023 (dollars in thousands):

The item For the period of nine
months ended
September 30
2024 2023 Company's
explanations
Net cash provided by
operating activities
9,086 57,152 The change in cash from operating activities is due to
changes in the items of working capital from
timing
differences,
mainly due
to a decrease in trade payables
compared to an increase in the corresponding period
and due to an increase in inventory compared to a
decrease in inventory in the corresponding period.
Net cash used in investing
activities
)1,266( )946( The majority of cash for investing activities was used
to purchase fixed assets.
Net cash used in financing
activities
)10,779( )39,838( The use of cash from financing activities in the current
period was mainly due to dividend distribution
and
current repayments of long term loans. In the
corresponding period, repayments of short term credit
were carried out in large amounts.
Increase (decrease) in cash
and cash equivalents
)2,959( 16,368

5.2 key figures from the statement of cash flows for period of three months ended September 30, 2024 and 2023 (dollars in thousands):

The item For the period of three
months ended
September 30
2024 2023 Company's explanations
Net cash provided by
operating activities
4,934 37,774 The change in cash from operating activities is due to
changes in the items of working capital from timing
differences, mainly due to a decrease in trade payables
compared to a significant increase in the corresponding
period.
Net cash used in investing
activities
)439( )315( The majority of cash for investing activities was used to
purchase fixed assets.
Net cash used in financing
activities
)6,850( )23,840( The use of cash from financing activities in the current
period was mainly due to dividend distribution and
repayments of short term credit, in lower amounts than the
repayments that were made in the corresponding period.
Increase (decrease) in cash
and cash equivalents
)2,355( 13,619

6. Financing Sources

  • 6.1 The working capital of the company as of September 30, 2024 is approximately \$ 71,774 thousand compared to a total of approximately \$ 63,563 thousand as of September 30, 2023.
  • 6.2 The group companies finance their business activities from independent means (equity), suppliers' credit, bank credit and credit from institutional entities. Purchases of companies are usually financed from own sources in combination with long-term bank/institutional credit. For more details regarding the financing sources, see Section 15.13 in Chapter A of the periodic report for 2023.
  • 6.3 The average amount of short-term credit from banking and other corporations in the nine months ended September 30, 2024 was approximately \$ 23,137 thousand and in the nine months ended September 30, 2023 was about \$ 22,671 thousand.
  • 6.4 The average amount of long-term loans in the nine months ended September 30, 2024 was about \$ 5,664 thousand and in the nine months ended September 30, 2023 was about \$ 8,428 thousand.
  • 6.5 The average amount of credit from suppliers in the nine months ended September 30, 2024 was about \$ 27,789 thousand and in the nine months ended September 30, 2023 it was about \$ 36,251 thousand.
  • 6.6 The average amount of credit to customers in the nine months ended September 30, 2024 was about \$ 50,211 thousand and in the nine months ended September 30, 2023 it was about \$ 46,157 thousand.

7. Effects of inflation and interest increase

In the first nine months of 2024, the consumer price index increased by approximately 3.4%, compared to an increase of approximately 2.9% in the corresponding period last year. According to the forecast of the research division of the Bank of Israel that was published in October 2024, the inflation rate during 2024 is expected to be 3.8% and in 2025 is expected to moderate to 2.8%.

On October 9, 2024, the Bank of Israel decided to leave the Bank of Israel interest rate unchanged at 4.5%. In the months of October and November 2024, the Federal Reserve Bank of the United States, as well as the European Central Bank, announced the lowering of interest rates and as of the date of the report, the interest rate in the United States is 4.75%, and the interest rate in the European Union is 3.4%.

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 high interest 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.

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.

8. Disclosure regarding the consequences of the war and the security situation in Israel

Further to what is described in Section 6.2.5 in Chapter A of the full Hebrew report attached to the periodic report for 2023, as of the publication date of this report, the State of Israel is still at war in Gaza and the high security tensions in other regions ("The War"). In September 2024, the IDF has launched an extensive ground operation in Lebanon in order to allow the residents of the north to return to their homes.

Due to the continued security tension in the various fronts, during the last few months the international credit rating companies announced the lowering of the credit ratings of the State of Israel with a negative outlook. From the outbreak of the war, the company continued regular operations at all its sites in Israel without interrupting the production and supply of the products. It should be noted that most of the customers to whom the sales are made in Israel are exporters, thus it seems that currently the war has little effect on the global demand for their products.

As of the date of this report, in the company's short and medium-term assessment, 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 effect on the results of its operations. At the same time, the continuation of the war beyond a year and its spread to other regions increases the uncertainty and the negative sentiment towards Israel and may impede future activities. The company is unable to predict the duration of the war and the scope of the future effects of the security tensions, if any, on the company's activities and business results. The company continuously monitors the developments, including examining the consequences for the company's activities.

For more details regarding the war and its impact, including its impact on the company, see section 6.2.5 in Chapter A attached to the periodic report for 2023.

The foregoing, including the company's estimates regarding the impact of the war on its activities, is forward-looking information, as defined in the Securities Law, -1968, which may not materialize or materialize in a materially different manner, and this is due, among other things, to the existing uncertainty regarding the war, its scope, duration and impact on Israel's economy in general and the company's activities in particular.

9. Critical accounting estimates

There were no material changes in relation to the details regarding estimates and material accounting judgments in note 2 to the consolidated financial statements attached to the periodic report for 2023.

10. Corporate governance aspects

10.1 Disclosure in relation to directors with accounting and financial skills

There were no changes in the board's determination regarding the required minimum number of directors with accounting and financial expertise, as detailed in the board's report attached to the periodic report for 2023. For details regarding directors with accounting and financial expertise, see regulation 26 in Chapter D, additional details on the corporation that was attached to the periodic report for 2023.

10.2 Independent directors

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.

10.3 Donations

The company does not have donation policy and during the third quarter of 2024, there were no changes in relation to the disclosure given in this regard, as reflected in the board of directors' report attached to the periodic report for 2023.

11. Disclosure regarding the company's internal auditor

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 2023.

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 Back Co-chairmen of the Board of Directors Shahaf Shrager CEO

Date: November 13, 2024

Hiper Global Ltd.

Interim Condensed Consolidated Financial Statements

As of September 30, 2024

US dollars in thousands

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of September 30 As of
December 31
2024
2023
(Unaudited)
2023
(Audited)
\$
in thousands
Current Assets
Cash and cash equivalents 9,703 22,432 12,621
Trade receivables, net 50,224 40,245 53,225
Income receivable 1,091 1,910 1,936
Income tax receivable 1,227 2,147 564
Other accounts receivable 2,408 1,297 2,462
Inventory 78,677 82,367 75,454
Total current assets 143,330 150,398 146,262
Non-Current Assets
Other long-term accounts receivable 471 203 214
Deferred taxes 764 352 561
Fixed assets, net 5,940 5,791 5,589
Goodwill 7,392 7,246 7,340
Intangible assets, net 5,810 7,035 6,765
Right of use assets, net 13,062 6,086 6,318
Total non-current assets 33,439 26,713 26,787
Total assets 176,769 177,111 173,049

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of September 30 As of
December
31
2023
2024
2023
(Unaudited)
(Audited)
\$ in thousands
Current liabilities
Credit from banks and others 21,999 4,614 23,871
Current maturities of lease liabilities 2,161 1,596 1,970
Liability for PUT option to non-controlling interests 4,381 )*(
2,236
2,850
Trade payables 24,642 58,796 34,299
Prepaid income 5,231 1,354 1,120
Income tax payable 666 338 626
Other accounts payables 12,476 17,901 15,735
Total current liabilities 71,556 )*(
86,835
80,471
Non-Current Liabilities
Long term loans from banks and others 4,874 7,585 6,455
Contingent consideration in business combination 374 1,345 1,374
Long term lease liabilities 11,415 4,558 4,708
Liabilities for employee benefits, net 454 400 440
Deferred taxes 91 797 106
Total non-current liabilities 17,208 )*(14,685 13,083
Equity Attributable to Shareholders of the Parent
Company
Share capital 1,479 1,472 1,472
Premium on shares 11,137 10,722 10,722
Capital reserves 36,708 35,868 36,545
Retained earnings 38,681 27,529 30,756
Total equity 88,005 75,591 79,495
Total liabilities and equity 176,769 177,111 173,049

(*) Reclassified

November 13, 2024
Date of approval of Yoav Weinberg Shahaf Shrager Yossi Yaniv
the financial statements Gillon Back CEO CFO
Co-chairmen of the
Board of Directors

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the period of nine
months ended on
September 30
For the period of three
months ended on
September 30
For the year
ended on
December 31
2024 2023 2024 2023 2023
Audited
\$ in thousands (except for net earnings per share data)
Revenues 209,279 213,934 62,377 81,241 285,567
Cost of revenues 173,599 179,557 50,843 69,539 237,532
Gross profit 35,680 34,377 11,534 11,702 48,035
Selling and marketing expenses
General and administrative
9,099 9,796 3,161 2,951 12,735
expenses 8,100 8,325 2,690 2,359 11,367
Other income, net )94( )94( )3( )94( )92(
17,105 18,027 5,848 5,216 24,010
Operating income 18,575 16,350 5,686 6,486 24,025
Financial expenses 3,869 4,034 890 1,050 5,226
Financial income 1,387 1,197 57 409 545
Income before taxes on income
Taxes on income
16,093
4,341
13,513
4,204
4,853
1,009
5,845
1,614
19,344
5,037
Net income 11,752 9,309 3,844 4,231 14,307

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the period of nine
months ended on
September 30
For the period of three
months ended on
September 30
For the year
ended on
December 31
2024 2023 2024 2023 2023
Unaudited Audited
\$ in thousands (except for net earnings per share data)
Other comprehensive income (loss)
(after tax effect):
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:
145 )507( 183 )313( (42)
Amounts that will not be reclassified later
to profit or loss:
Gain from re-measurement of defined
benefit plans
- - - - (13)
Total other comprehensive income (loss) 145 )507( 183 )313( (55)
Total other comprehensive income 11,897 8,802 4,027 3,918 14,252
Net income attributed to:
Shareholders of the Company
11,752 9,309 3,844 4,231 14,307
Comprehensive income attributed:
Shareholders of the Company
11,897 8,802 4,027 3,918 14,252
Basic earnings attributed to shareholders
of the Company (in Dollar):
Basic earnings per share 0.250 0.199 0.082 0.090 0.306
Diluted earnings per share 0.242 0.194 0.079 0.088 0.298

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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
Unaudited
Capital
reserve for
transaction
with
controlling
shareholder
Capital
reserve for
transactions
with non
controlling
interests
Retained
earnings
Total
Equity
For nine-month period
ended September 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 - - - - - - - 11,752 11,752
Other comprehensive income
for the period
- - - 145 - - - - 145
Total comprehensive income
(loss) for the period
- - - 145 - - 11,752 11,897
Share based payment - - - - 434 6 - - 440
Exercise of warrants to shares 7 415 - - )422( - - - -
Dividend declared - - - - - - - )3,827( )3,827(
Balance as of September 30,
2024
1,479 11,137 35,307 )215( 1,811 42 (237) 38,681 88,005

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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
\$ in thousands
For nine-month period
ended September 30, 2023
Balance as of January 1, 2023
(audited)
1,471 10,694 35,307 )318( 893 20 )237( 22,345 70,175
Net income for the period - - - - - - - 9,309 9,309
Other comprehensive loss for
the period
- - - )507( - - - - )507(
Total comprehensive income
(loss) for the period
- - - )507( - - - 9,309 8,802
Share based payment - - - - 726 13 - - 739
Exercise of warrants to shares 1 28 - - )29( - - - -
Dividend declared - - - - - - - )4,125( )4,125(
Balance as of September 30,
2023
1,472 10,722 35,307 )825( 1,590 33 )237( 27,529 75,591
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
Unaudited
Capital
reserve for
transaction
with
controlling
shareholder
Capital
reserve for
transactions
with non
controlling
interests
Retained
earnings
Total
Equity
\$ in thousands
For three-month period ended
September 30, 2024
Balance as of July
1, 2024
1,479 11,137 35,307 )398( 1,706 41 )237( 35,711 84,746
Net income for the period - - - - - - - 3,844 3,844
Other comprehensive income
for the period
- - - 183 - - - - 183
Total comprehensive income
(loss) for the period
- - - 183 - - - 3,844 4,027
Share based payment - - - - 105 1 - - 106
Dividend declared - - - - - - - )874( )874(
Balance as of September 30,
2024
1,479 11,137 35,307 )215( 1,811 42 )237( 38,681 88,005
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
---------------------------------------------------------------- -- -- -- --
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
Unaudited
Capital
reserve for
transaction
with
controlling
shareholder
Capital
reserve for
transactions
with non
controlling
interests
Retained
earnings
Total
Equity
\$ in thousands
For three-month period
ended September 30, 2023
Balance as of July 1, 2023 1,472 10,722 35,307 )512( 1,380 31 )237( 23,977 72,140
Net income for the period - - - - - - - 4,231 4,231
Other comprehensive loss for
the period
- - - )313( - - - - )313(
Total comprehensive income
(loss) for the period
- - - )313( - - 4,231 3,918
Share based payment - - - - 210 2 - - 212
Dividend declared - - - - - - - )679( )679(
Balance as of September 30,
2023
1,472 10,722 35,307 )825( 1,590 33 )237( 27,529 75,591

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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
Audited
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, 2023
Balance as of January 1, 2023
(audited)
1,471 10,694 35,307 (318) 893 20 (237) 22,345 70,175
Net income for the year
Other comprehensive loss for
the
- - - - - - - 14,307 14,307
year - - - (42) - - - (13) (55)
Total comprehensive loss
for the
year
- - - (42) - - - 14,294 14,252
Share based payment - - - - 935 16 - - 951
Exercise of warrants to shares 1 28 - - (29) - - - -
Dividend declared - - - - - - - (5,883) (5,883)
Balance as of December 31, 2023 1,472 10,722 35,307 (360) 1,799 36 (237) 30,756 79,495

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the period of nine
months ended on
September 30,
For the period of three
months ended on
September 30,
For the year
ended on
December 31,
2024 2023 2024 2023 2023
Unaudited Audited
\$ in thousands
Cash flows from operating activities
Net income 11,752 9,309 3,844 4,231 14,307
Adjustments to reconcile net income to
net cash provided by operating activities:
Adjustments to profit and loss:
Depreciation and amortizations 3,510 3,724 1,193 1,047 4,785
Taxes on income 4,341 4,204 1,009 1,614 5,037
Change in provision for doubtful
accounts
)21( )11( 10 )383( )28(
Change in provision for vacation and
recreation
69 )59( )200( )260( )99(
Value adjustment of financial liabilities 531 390 51 2 1,033
Dividend to holders of PUT option 474 651 198 86 760
Change in employee benefits, net
Interest and revaluation for short term
14 )9( 14 )4( 14
credit, net 769 1,130 341 278 1,457
Interest and revaluation of long term
loans, net
323 104 160 64 339
Loss from foreign operations - 40 - 16 40
Other financial income, net )28( )160( 104 )72( )28(
Cost of share based payment 440 739 106 212 951
10,422 10,743 2,986 2,600 14,261
Changes in asset and liability items:
Decrease (increase) in trade receivables
and income receivable
4,065 11,765 )1,933( 3,857 )758(
Decrease (increase) in other accounts
receivable
762 )626( )856( )630( )1,751(
Decrease (increase) in inventory )3,127( 4,629 2,089 )2,386( 11,825
Increase (decrease) in trade payables )9,798( 25,884 )1,392( 27,010 1,186
Increase (decrease) in prepaid income 4,111 584 1,272 )144( 296
Decrease in other accounts payable )3,278( 1,057 1,040 4,631 )1,332(
)7,265( 43,293 220 32,338 9,466
Cash paid and received during the
period for:
Taxes on income paid )5,988( )6,193( )2,116( )1,395( )7,115(
Taxes on income received 165 - - - 1,078
)5,823( )6,193( )2,116( )1,395( )6,037(
Net cash provided by operating activities 9,086 57,152 4,934 37,774 31,997

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the period of nine
For the period of three
months ended on
months ended on
September 30
September 30
2024
2023
2024
Unaudited
For the year
ended on
December 31
2023 2023
Audited
Cash flows from investing activities
Purchase of fixed assets )1,135( )652( )280( )275( )675(
Purchase of intangible assets )57( )296( )13( )56( )352(
Interest received 230 64 57 27 165
Increase in other investments )304( )62( )203( )11( )88(
Net cash used in investing activities )1,266( )946( )439( )315( )950(
Cash flows from financing activities
Short term credit from banks and others,
net )276( )28,878( )3,886( )20,581( )9,971(
Interest paid )1,550( )1,824( )602( )472( )2,236(
Dividend paid )3,827( )4,125( )874( )679( )5,883(
Dividend to holders of PUT option )583( )1,226( )198( )86( )1,226(
Principal payment of lease liabilities )1,515( )1,054( )526( )335( )1,405(
Exercise of PUT option - )907( - )907( )907(
Receipt of long-term loans - 900 - - 900
Repayment of long-term loans )3,028( )2,724( )764( )780( )3,811(
Net cash used in financing activities )10,779( )39,838( )6,850( )23,840( )24,539(
Increase (decrease) in cash and cash
equivalents
)2,959( 16,368 )2,355( 13,619 6,508
Exchange rate differences for cash and
cash equivalents
41 3 44 )32( 52
Balance of cash and cash equivalents at
the beginning of the period
12,621 6,061 12,014 8,845 6,061
Balance of cash and cash equivalents at
the end of the period
9,703 22,432 9,703 22,432 12,621
Appendix A
Non cash significant activity
Recognition of right of use assets and
lease liabilities
8,352 1,923 6,428 133 2,644

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL

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'ain ("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").

In March 2022, the activity was split. Furthermore, on March 9, 2022, the Company's shares were listed for trading on the Tel Aviv Stock Exchange.

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").

b. Definitions:

The Company Hiper Global Ltd.
The Group The Company and its subsidiaries (as defined below)
Companies over
which the Company has control (as
defined in IFRS 10), directly or indirectly, whose
financial statements are fully consolidated with the
Subsidiaries 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

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL (Cont.)

c. "Swords of Iron" War

In October 2023, the "Swords of Iron" war ("The war") broke out in Israel. The continuation of the war 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 for an unknown period of time, as well as the disruption of economic activity in Israel. The Company estimates at this stage, based on the information it has as of the date of approval of the financial statements, that the war in its current configuration is not expected to have a material effect on the results of its operations.

d. On June 30, 2024, the Company received advance approval from the tax authority for the merger of a subsidiary with and into the parent company according to the provisions of Section 103 of the Income Tax Ordinance - according to which Hiper Global Enterprise Ltd. (a wholly owned company) will merge with and into the Company. The merger date was set for September 30, 2024. On September 30, 2024 the approval of the Registrar of Companies for the merger was received.

NOTE 2 – REVENUES

For the period of nine
months ended
September 30,
For the period of
three months ended
September 30,
For the year
ended
December 31,
2024 2023 2024 2023 2023
Unaudited Audited
\$ 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 126,446 146,394 36,776 62,771 193,815
USA 75,451 60,643 21,767 16,535 81,237
UK 7,382 6,897 3,834 1,935 10,515
209,279 213,934 62,377 81,241 285,567

HIPER GLOBAL LTD NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – INFORMATION REGARDING OPERATING SEGMENTS

General

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.

The group operates and manages its business mainly on the basis of the geographical location of its activities and accordingly measures and presents two reportable activity segments, as follows:

1. Israel OEM operation

  1. International OEM operation , which includes the OEM operations in the USA and the UK which are reported as one reportable operating segment. For this purpose, the management exercised judgment based on the following characteristics: the nature of the products, the nature of the production processes, the type or group of customers for their products and services and the distribution method of the products. The Company also examined the similarity in the economic characteristics of the grouped segments by examining the average operating profitability margins in the long term.

The accounting policy of the aforementioned operating segments is the same as that presented in note 2 in the consolidated financial statements for December 31, 2023, regarding the accounting policy.

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.

Segment assets and liabilities are not reported to the CODM and therefore are not presented in the note.

For the period of nine months ended September 30, 2024
Israel International Adjustments Consolidated
Unaudited
\$ in thousands
Information on comprehensive
income
Revenues
External revenues 126,446 82,833 - 209,279
Intersegment revenues 4,210 854 )5,064( -
Total revenues 130,656 83,687 )5,064( 209,279
Segment results 12,247 6,328 - 18,575
Financial expenses 3,869
Financial income 1,387
Income before taxes on income 16,093
Depreciation and amortizations 1,915 1,595 - 3,510

HIPER GLOBAL LTD NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – INFORMATION REGARDING OPERATING SEGMENTS (Cont.)

For the period of nine months ended September 30, 2023
Israel International Adjustments Consolidated
Unaudited
\$ in thousands
Information on comprehensive
income
Revenues
External revenues 146,394 67,540 - 213,934
Intersegment revenues 1,953 744 )2,697( -
Total revenues 148,347 68,284 )2,697( 213,934
Segment results 11,785 4,565 - 16,350
Financial expenses 4,034
Financial income 1,197
Income before taxes on income 13,513
Depreciation and amortizations 1,810 1,914 - 3,724
For the period of three months ended September 30, 2024
Israel International Adjustments Consolidated
Unaudited
\$ in thousands
Information on comprehensive
income
Revenues
External revenues 36,776 25,601 - 62,377
Intersegment revenues 771 285 )1,056( -
Total revenues 37,547 25,886 )1,056( 62,377
Segment results 3,812 1,874 - 5,686
Financial expenses 890
Financial income 57
Income before taxes on income 4,853
Depreciation and amortizations 642 551 - 1,193

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – INFORMATION REGARDING OPERATING SEGMENTS (Cont.)

For the period of three months ended September 30, 2023
Israel International Adjustments Consolidated
Unaudited
\$ in thousands
Information on
comprehensive income
Revenues
External revenues 62,771 18,470 - 81,241
Intersegment revenues 1,420 250 )1,670( -
Total revenues 64,191 18,720 )1,670( 81,241
Segment results 5,109 1,377 - 6,486
Financial expenses 1,050
Financial income 409
Income before taxes on
income 5,845
Depreciation and
amortizations 613 434 - 1,047
For the year ended December 31, 2023
Israel International Adjustments Consolidated
Audited
\$ in thousands
Information on
comprehensive income
Revenues
External revenues 193,815 91,752 - 285,567
Intersegment revenues 3,722 1,051 (4,773) -
Total revenues 197,537 92,803 (4,773) 285,567
Segment results 17,099 6,926 - 24,025
Financial expenses 5,226
Financial income 545
Income before taxes on
income 19,344
Depreciation and
amortizations 2,404 2,381 - 4,785

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – EVENTS DURING AND AFTER THE REPORTING PERIOD

  • a. On August 13, 2024, the Company's board of directors declared the distribution of a dividend at the rate of 0.07 NIS per share and a total of about \$ 874 thousand. The effective date was set for August 25, 2024.
  • b. On November 13, 2024, the Company's board of directors declared the distribution of a dividend at the rate of 0.06 NIS per share and a total of about \$ 754 thousand. The effective date was set for November 21, 2024.

Talk to a Data Expert

Have a question? We'll get back to you promptly.