20
August 2024
Windward
Ltd.
("Windward", "the Company")
Half Year
Report
Strong growth and continued
innovation
Windward (LON: WNWD), a leading
Maritime AI company, is pleased to announce its financial results
for the six months ended 30 June 2024 ("HY 24").
Financial Highlights:
-
|
Annual Contract Value (ACV) of $37.2m, up
35% (HY 23: $27.6m)
|
-
|
Revenue up 37% to $17.6m (HY 23:
$12.8m)
|
-
|
Gross margin for HY 24 up three
points and now at 81% (HY 23: 78%)
|
-
|
EBITDA loss down 66% and now at
$1.3m for HY 24 (HY 23: $3.8m loss)
|
-
|
Cash balance at period end of June
2024 was $13.8m (31 December 2023: $17.3m), on track to
achieve market expectations* for 31 December 2024
|
-
|
Trading in line with recently
upgraded market expectations* on revenue for FY24, and confident
of achieving an adjusted EBITDA2
break-even run rate during FY24
|
Operational Highlights:
-
|
Continued execution of strategic
plan against customer growth, innovation and expanding our
go-to-market reach
|
-
|
Commercial ACV now represents 33% of
total ACV (30 June 2023: 32%)
|
-
|
Launch of MAI Expert™, a generative
AI solution for the maritime and logistics industries,
significantly expanding Windward's addressable market and
strengthening its competitive differentiation
|
-
|
Growth in partnerships to access new
markets and customers, including strengthening of partnerships with
the London Stock Exchange Group, AWS and Rightship
|
Current Trading and Outlook:
-
|
Strong base of recurring
subscription revenues and reduced cash burn underlines confidence
in achieving breakeven adjusted EBITDA run rate during
FY24
|
Ami
Daniel, CEO and Co-Founder of Windward said:
"We delivered another period of growth in line with our
expectations with good momentum across all our financial metrics as
we approach adjusted EBITDA breakeven run rate during the current
financial year. Revenue is up 37% year over year and ACV, a future
indicator of revenue growth, is up 35%, reflecting the underlying
demand for our offering. We are expanding our global customer base
as they embrace our portfolio offering to address their varied
needs across global trade."
"Our investments into new products, including our highly
innovative MAI Expert™, are paving the way for new opportunities
through an expanded addressable market. Innovation remains at the
core of our focus, and our cash reserves enable continued
self-funded growth across our offering to meet the needs of our
customers across maritime and logistics."
"With a high rate of renewal from existing customers,
continued trading momentum into the second half, a highly
competitive and differentiated offering, and high margin business,
we anticipate the opportunity to keep building the company as the
leader in Maritime AI for global trade "
* For the purposes of this announcement, Windward believes
market consensus for the financial year ended 31 December 2024 to
be revenue of $36.2m, adjusted EBITDA loss of $1.6m and cash of
$16.1m.
(1)
ACV, as of a given date, is the total of the value
of each contract divided by the total number of years of the
contract.
(2)
EBITDA is earnings before interest, tax,
depreciation and amortisation
(3)
Adjusted EBITDA is EBITDA before share-based
payment charges and associated employer tax charges
(4)
All references to $ or USD are in respect of
United States Dollars
For
more information, please contact:
Windward
|
Via Alma
|
Irit Singer, CMO
|
|
|
|
Canaccord Genuity (Nominated Adviser & Broker)
|
+44(0)20 7523 8000
|
Simon Bridges / Andrew
Potts
|
|
Alma Strategic Communications
|
+44(0)20 3405 0205
|
Caroline Forde / Kieran Breheny /
Will Merison
|
|
About Windward
Windward (LSE:WNWD), is a leading Maritime AI™ company, providing
an all-in-one platform to accelerate global trade. Windward's
AI-powered decision support and exception management platform
offers a 360° view of the maritime ecosystem and enables
stakeholders to make real time, predictive intelligence-driven
decisions to achieve business and operational readiness.
Windward's Maritime AI supports
companies across industries. The company's clients range from oil
supermajors, freight forwarders, cargo
owners, to banks, shippers, insurers, and
governmental organizations.
For more information
visit: https://windward.ai/.
Prior to publication the information
communicated in this announcement was deemed by the Company to
constitute inside information for the purposes of article 7 of the
Market Abuse Regulations (EU) No 596/2014 as amended by regulation
11 of the Market Abuse (Amendment) (EU Exit) Regulations No
2019/310 ('MAR'). With the publication of this announcement, this
information is now considered to be in the public
domain.
CEO
statement
OVERVIEW
I am pleased to report on an
excellent first half to June 2024 for Windward, delivering strong
financial results and remaining on track against our stated
strategic ambitions for FY24 and beyond. We have built on our
existing strong foundation of recurring revenues by further growing
our customer base and broadened our offering through investment
into our platform and our newly launched generative AI
capabilities.
For H1, Windward delivered revenue
in line with the Board's expectations for HY 24. We have maintained
our consistently high levels of ACV growth (up 35% year over year)
and revenue growth (up 37% year over year), demonstrating the
attractiveness of our offering and strength of our recurring
revenue business model. We remain on track for our stated target of
adjusted EBITDA run rate break even during FY24. Cash at the period
end remains strong at $13.8m (31 December 2023: $17.3m) With
revenue accelerating and EBITDA loss decreasing rapidly (down 66%
year over year to $1.3m), our cash on hand provides balance sheet
strength and stability.
A time of structural
growth
Our market is seeing structural
change - with our core drivers of geopolitical risk, demand for AI
products, decarbonisation and supply chain pressures all
continuously creating more demand, as customers navigate the more
challenging environment.
At the same time, the introduction
of generative AI is creating strong demand across all of our
customer base and according to McKinsey, 94% of enterprises will be
investing more into generative AI products in 2024. Our company is
well suited and prepared for generative AI - with the important
investments we have made to date into our AI platform allowing us
to scale and expand quickly into generative AI-first products. Our
blue-chip customer base is testament to the success to date of our
core focus of delivering AI-centric, best in class products for our
customers.
The first step in executing this
strategy was to launch MAI (Maritime AI) Expert, a generative AI
tool equipped with deep knowledge in maritime operations and
sanctions regulations which can perform comprehensive vessel risk
assessments rapidly. This is the beginning of a comprehensive
generative AI roadmap ahead for the Company. Although generative AI
could be a costly technology to use, MAI Expert is being sold as an
add on capability in our product, and we have seen strong initial
interest from both existing and potential customers to use the
product since launch in June.
We are recognised for our expertise
in artificial intelligence in the maritime sector, and generative
AI is therefore a natural evolution of our product roadmap, paving
the way for a significantly increased total addressable market and
a competitive differentiation among our peers. We believe
generative AI will benefit companies with strong tech foundations,
a blue-chip customer base and proprietary data, and Windward has
all three of these.
Our market
The maritime and logistics
environment is beset by regulatory and operational challenges
dictated by sanctions and regulations, bad actors, geopolitics,
natural disasters and supply chain challenges. With around 90% of
goods transported by sea, there is a global imperative for all
stakeholders to embrace the right technology for their needs to
meet these challenges.
Key events in 2024 such as attacks
in the Red Sea, which have resulted in a significant decline in
shipping routes in an area that would typically serve 30% of the
world's container traffic, and drought in the Panama Canal have
significantly impacted supply chains, transit times and routes, and
security for shippers. Container prices and insurance costs have
soared in line with these delays and challenges, underlining the
ongoing need for a range of maritime stakeholders, including
shipping companies, freight forwarders and oil traders to maintain
the best possible oversight of their operations and ensure
efficiency of time and costs.
The sanctions environment continues
to dictate the everyday operations of stakeholders, ensuring
compliance across local and international law. The EU's
14th Sanctions package and new UK government sanctions,
both introduced in June 2024, have further targeted Russian oil and
gas exports and present a new wave of compliance procedures and due
diligence required for stakeholders.
At the same time, governments and
port authorities require the utmost visibility of maritime
operations to ensure control over their territories and prevent
illegal activity. These concerns around maritime security underline
demand for our products across all public sector clients, with
conflicts on the rise in Europe, Middle East and potentially Asia
Pacific.
Within this complex and changeable
environment, Windward has established itself as a core partner to
commercial and government organisations of all sizes to address
their day-to-day challenges within global trade across the key
areas of sanctions and regulations, supply chains and
security.
Strong level of customer
renewals and new customer growth
Our portfolio offering is delivering
a range of data streams, APIs and AI-powered insights to our
customers. Commercial customer acquisition has continued to be
strong, with 32 new customers signed in HY 24, and ending the
period with a total of 219 customers. As a result of continued
focus on large enterprises, there was a small amount of churn from
some smaller customers, despite overall customer churn marginally
declining. As a result, the average ACV per commercial customer has
grown 12% from $63,300 at 30 June 2023 to $70,700 at 30 June 2024.
The recurring SaaS revenues from this enlarged customer base
provide us with improved visibility of revenues. At the same time,
this presents the opportunity for expansion of the customer base to
further drive revenue growth.
New customers signed in the
commercial segment in HY 24 included Bernhard Schulte
Shipmanagement, Berge Logistics and Ceedbox Limited.
Both the US Federal market and ROW
Government segment are historically H2 weighted in terms of new
customer acquisition. We are pleased to report high renewal rates
for both segments in HY 24 and we look forward to meaningful growth
in both segments in H2 24.
Market-leading
innovation
Our data platform combines public,
commercial, private and Windward-generated data. All these data
sources are being fused, injected and provided to customers via our
platform for constant engagement and feedback - thus creating a
cycle of a constant feedback loop which supports our proprietary
data.
During HY 24, we have expanded all
of these four data sources, strengthened our data curation team,
and worked with our customers in listening to their needs. This
customer-led approach allows us to further build new products to
expand within our existing customers.
Building on our comprehensive
platform through market-leading innovation and products is a key
tenet of the Group's growth strategy. Through continual upgrade of
our data and technology, we are able to deliver better, faster, and
more powerful solutions for customers, as well as enabling access
to new markets.
In June 2024, we announced our
landmark launch of MAI Expert™, a generative AI-powered virtual
agent for the maritime and logistics industries. Launched in
collaboration with AWS, the virtual agent provides comprehensive
and rapid vessel risk assessment, leveraging Amazon's
high-performing foundation models and set apart by our proprietary
data and 14+ years in artificial intelligence.
Through standardising and
streamlining the risk management process, MAI Expert™ reduces
screening times by about 20 minutes per screening, enabling
customers to better manage their costs and deliver an improved
customer service. We believe that the rapid and increased
productivity achieved by MAI Expert™ provides a tangible return on
investment for customers, ranging from 5x for small organisations
to 88x for large ones with significant screening
volumes.
With the launch of our generative AI
solution, we expect to expand our total addressable market and
provide competitive differentiation among our peers through our
proprietary data and insights. At the same time, we expect this
enhancement to produce an uplift in our ACV per customer as more
organisations embrace generative AI to solve issues.
Continuing our track record of
product innovation, during the period we also announced the launch
of Organization Defined Risk (ODR). ODR is a fully configurable
risk management tool within the platform to enable commercial
organisations as well as governments and intelligence agencies to
independently define and configure risk and behavioural indicators
that fit their unique business and risk requirements.
These are the first steps in
evolving our company to be a generative AI first platform across
all of our business lines.
Key partnerships to drive our
expansion
Alongside direct sales, strategic
partnerships with other commercial organisations through the
"Windward Inside" programme enable the Company to expand its market
reach by accessing new customers and markets.
We signed a number of partnerships
during the period. In January, we were delighted to announce an
extension to our existing partnership with the London Stock
Exchange Group (LSEG). Through this partnership, Windward now
provides comprehensive compliance and risk management solutions to
LSEG users beyond the maritime domain.
We also established a partnership
with Rightship, a leading shipping ESG provider, paving the way for
further adoption of Windward's technology platform in the
commercial sector. As previously announced, we have already seen
two leading mining companies sign up to our platform through this
partnership.
Post-period, as part of the launch
of MAI Expert, we were delighted to announce our participation in
the AWS ISV Accelerate programme, strengthening our existing
partnership established in 2023. This collaboration sees Windward
leverage Amazon Bedrock for its MAI Expert solution to improve risk
management for the shipping, logistics, and public
sectors.
CURRENT TRADING AND OUTLOOK
We are pleased to report that the
strong trading we experienced in the first half has continued into
the second half. As stated, we remain firmly on track with our goal
of reaching an adjusted EBITDA breakeven run rate during FY24. Our
healthy renewal rate and subscription revenues provides us with a
good level of visibility going forward, and we expect to maintain
our customer growth into H2. We have an exciting plan of product
releases in H2 which we expect to keep driving growth with both
existing and new customers.
Ami Daniel
Chief Executive Officer
FINANCIAL REVIEW
Windward management and Board
regularly review metrics, including the following KPIs, to assess
its performance, identify trends, develop financial projections and
make strategic decisions. For a review of the key financial
metrics, see below.
A KEY DRIVER OF FUTURE
REVENUE IS ANNUAL CONTRACT VALUE (ACV)
ACV is a non-IFRS measure defined as
the sum of all ACV for customers as of the measurement date. The
ACV for each customer is the annual committed subscription value of
each order booked for which Windward will be entitled to recognise
revenue. For example, a contract for $1m with a committed
contractual term of two years would have ACV of $0.5m, making the
assumption for any period that the customer renews under the same
terms and conditions.
As at 30 June 2024, Windward
increased its ACV by 35% over 30 June 2023 to $37.2m, driven
primarily by the increase in customers from 174 to 219 over
the same period, and to a lesser extent by an increase in upsells
to existing customers made possible by expansion of the number of
users or the product set. Growth in ACV has been in all of our
market segments.
KEY PERFORMANCE INDICATORS
("KPIS") ($ IN THOUSANDS)
ACV
|
H1-2024
($'000)
|
H1-2023($'000)
|
% change
|
ROW
Gov
|
16,606
|
11,888
|
39.7%
|
USA
Gov
|
8,255
|
6,940
|
18.9%
|
Commercial
|
12,301
|
8,735
|
40.8%
|
Total
|
37,162
|
27,563
|
34.8%
|
Revenues
|
|
|
|
ROW
Gov
|
8,067
|
5,549
|
45.4%
|
USA
Gov
|
4,111
|
3,594
|
14.4%
|
Commercial
|
5,436
|
3,704
|
46.8%
|
Total
|
17,614
|
12,847
|
37.1%
|
Number of
Customers
|
Count
|
Count
|
|
ROW
Gov
|
30
|
20
|
50.0%
|
USA
Gov
|
15
|
16
|
-6.3%
|
Commercial
|
174
|
138
|
26.1%
|
Total
|
219
|
174
|
25.9%
|
We separate our Government customers
into two market segments: Government outside USA (ROW) and USA
Government. We do this as the buying cycle and pricing for each
segment is different. For Government ROW, in most cases, Windward
is responding to a Request for Proposal ("RFP") process which can
take between 9 to 18 months to conclude. For the USA Government,
Windward typically sells a subscription-based solution on a price
per user basis. Historically most of the annual awards from the
U.S. Government agencies are linked to the U.S. Federal budget
cycle which typically concludes annually at the end of
September.
At the end of June 2024 our largest
customer was at 7.7% of ACV (June 2023: 10.1%) and the next 5
biggest customers together were 19.1% of ACV (June 2023:
25.5%).
The annual ACV churn rate is defined
as the value of contracts lost from the existing customer base one
year prior to the measurement date, as a proportion of the total
ACV value of that existing customer base. The churn rate reflects
customer losses and contractions but not any customer expansions of
existing contracts.
Churn in H1 2024 was 3.2% compared
to 4.7% in H1 2023. We target churn to be below 10%.
FINANCIAL OVERVIEW as of 30
June:
|
H1-2024
($'000)
|
H1-2023($'000)
|
Change %
|
Revenues
|
17,614
|
12,847
|
37.1%
|
Cost of
revenues
|
3,432
|
2,838
|
20.9%
|
Gross
Profit
|
14,182
|
10,009
|
41.7%
|
Gross
Margin
|
81%
|
78%
|
|
R&D
|
6,454
|
5,676
|
13.7%
|
S&M
|
7,989
|
6,701
|
19.2%
|
G&A
|
3,297
|
3,086
|
6.8%
|
|
|
|
|
Total operating
expenses
|
17,740
|
15,463
|
14.7%
|
Operating
loss
|
(3,558)
|
(5,454)
|
-34.7%
|
Adjusted Operating
loss
|
(1,654)
|
(4,177)
|
-60.4%
|
Adjusted EBITDA
loss
|
(1,320)
|
(3,849)
|
-65.7%
|
|
|
|
|
REVENUE
Revenue increased by 37.1% to $17.6m
(2023: $12.8m). This increase was driven by 46% growth in both Gov
ROW and Commercial and by 14% growth in our US Government segments
mostly from the additional 45 new customers adopting our
solution.
Gross margin
Gross margin increased to 81% in
2024 (78% in 2023), mostly as a result of the increase in revenue.
We expect margins to stay above 80% over time.
R&D
Research and development increased
from $5.7m in 2023 to $6.5m in 2024 mainly due to a higher number
of employees and wage increases. All R&D costs are expensed
as they occur, we do not capitalise R&D costs.
S&M
Sales and marketing increased from
$6.7m in 2023 to $8.0m in 2024. The main reason for the increase
was the hiring of additional sales managers in Europe and USA and
an increase in marketing costs.
G&A
General and administrative expenses
increased slightly from $3.1m in 2023 to $3.3m in 2024 reflecting
the increased level of business activity, mainly additional office
space.
Total expenses increased by 15% to
$21.1m (HY 23: $18.3m), including non-cash share based compensation
of $1.9m (HY 23: $1.3m), significantly lower than the 37.1%
increase in revenues.
Taxes
The Company paid $0.2m income tax in
its subsidiaries.
CURRENCY
EFFECT
Approximately 60% of the annual
operating expenses are incurred in New Israeli Shekels (NIS). Most
of the revenue is invoiced in USD and consequently the Company
reports in USD. The average exchange rate between NIS and $
increased by 2.8% in HY 2024 versus HY 2023.
EBITDA
Adjusted EBITDA is a non-IFRS
financial measure defined as (profit before depreciation,
amortisation, interest, tax and share-based payment charges and
associated employer tax charges). Reconciling EBITDA to adjusted
EBITDA for HY 24, the Company added back $1.9m (HY 23: $1.3m) of
stock based compensation expenses.
Statement of financial
position
CASH AND CASH EQUIVALENTS
Windward had cash, cash equivalents
and short term deposits at 30 June 2024 of $13.8m, a decrease
of $3.5m from 31 December 2023.
CASH FLOW
Windward used $2.6m to finance
operating activities in 2024, a 35% decrease from the $4m used in
2023. The decrease was mainly the result of reduced operating
losses.
Ofer Segev
Chief Financial Officer
UNAUDITED CONDENSED
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
For
the six months ended 30 June 2024 and 2023
|
|
Six months
ended
|
|
|
June-30
|
Note
|
Unaudited
|
|
Unaudited
|
2024
|
|
2023
|
|
|
U.S. dollars in
thousands
|
|
|
|
|
|
REVENUES
|
6
|
17,614
|
|
12,847
|
COST
OF REVENUES
|
|
3,432
|
|
2,838
|
GROSS PROFIT
|
|
14,182
|
|
10,009
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
Research and development
|
|
6,454
|
|
5,676
|
Sales and marketing
|
|
7,989
|
|
6,701
|
General and administration
|
|
3,297
|
|
3,086
|
TOTAL OPERATING EXPENSES
|
|
17,740
|
|
15,463
|
|
|
|
|
|
OPERATING LOSS
|
|
(3,558)
|
|
(5,454)
|
|
|
|
|
|
FINANCIAL EXPENSES
|
|
|
|
|
Financial expenses
|
|
569
|
|
539
|
Financial income
|
|
135
|
|
249
|
Total
financial expenses, net
|
|
434
|
|
290
|
LOSS BEFORE INCOME TAX
|
|
(3,992)
|
|
(5,744)
|
Income tax expense
|
|
209
|
|
109
|
LOSS
FOR THE PERIOD
|
|
(4,201)
|
|
(5,853)
|
Loss
per share attributable to the ordinary equity holders of the
Company:
|
|
|
|
|
Basic and diluted loss per
share
|
|
(0.05)
|
|
(0.07)
|
UNAUDITED CONDENSED
CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
As
of 30 June 2024, and 2023
|
|
June 30
|
|
December 31
|
|
|
2024
|
|
2023
|
|
|
Unaudited
|
|
Audited
|
|
|
U.S. dollars in
thousands
|
Assets
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
Cash and cash
equivalents
|
|
13,778
|
|
17,317
|
Trade
receivables
|
|
3,100
|
|
2,502
|
Other
receivables
|
|
4,108
|
|
4,254
|
TOTAL CURRENT ASSETS
|
|
20,986
|
|
24,073
|
NON-CURRENT ASSETS:
|
|
|
|
|
Restricted
deposit
|
|
1,475
|
|
1,558
|
Property and
equipment, net
|
|
613
|
|
646
|
Intangible asset
|
|
972
|
|
495
|
Right-of-Use
asset
|
|
1,445
|
|
1,619
|
|
|
4,505
|
|
4,318
|
TOTAL ASSETS
|
|
25,491
|
|
28,391
|
Liabilities and shareholders' equity
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
Trade
payable
|
|
1,350
|
|
969
|
Current maturities
of lease liabilities
|
|
369
|
|
330
|
Other
payable
|
|
3,761
|
|
4,364
|
Deferred revenues
|
|
11,253
|
|
12,734
|
TOTAL CURRENT LIABILITIES
|
|
16,733
|
|
18,397
|
NON-CURRENT LIABILITIES:
|
|
|
|
|
Deferred
revenues
|
|
4,061
|
|
2,791
|
Liability for
employee rights upon retirement, net
|
|
53
|
|
55
|
Lease
liability
|
|
1,149
|
|
1,392
|
TOTAL NON-CURRENT LIABILITIES
|
|
5,263
|
|
4,238
|
TOTAL LIABILITIES
|
|
21,996
|
|
22,635
|
|
|
|
|
|
SHAREHOLDERS' EQUITY:
|
|
|
|
|
Ordinary Shares
with no par value
|
|
-
|
|
-
|
Additional paid-in
capital
|
|
85,237
|
|
83,297
|
Accumulated
deficit
|
|
(81,742)
|
|
(77,541)
|
TOTAL SHAREHOLDERS' EQUITY
|
|
3,495
|
|
5,756
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
25,491
|
|
28,391
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of the condensed consolidated interim financial
information.
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS'
EQUITY
As
of 30 June 2024, and 2023
|
Ordinary
shares
|
|
Additional paid-in
capital
|
|
Accumulated
deficit
|
|
Total
|
|
U.S. dollars in
thousands
|
BALANCE AS OF JANUARY 1, 2024 (Audited)
|
-
|
|
83,297
|
|
(77,541)
|
|
5,756
|
Exercise of options by
employees
|
-
|
|
36
|
|
-
|
|
36
|
Share based compensation
|
-
|
|
1,904
|
|
-
|
|
1,904
|
Loss for the period
|
-
|
|
-
|
|
(4,201)
|
|
(4,201)
|
BALANCE AS OF JUNE 30, 2024 (Unaudited)
|
|
|
85,237
|
|
(81,742)
|
|
3,495
|
|
Ordinary
shares
|
|
Additional paid-in
capital
|
|
Accumulated
deficit
|
|
Total
|
|
U.S. dollars in
thousands
|
BALANCE AS OF JANUARY 1, 2023 (Audited)
|
27
|
|
80,858
|
|
(68,550)
|
|
12,335
|
Exercise of options by
employees
|
-
|
|
17
|
|
-
|
|
17
|
Share based compensation
|
-
|
|
1,278
|
|
-
|
|
1,278
|
Loss for the period
|
-
|
|
-
|
|
(5,853)
|
|
(5,853)
|
BALANCE AS OF JUNE 30, 2023 (Unaudited)
|
27
|
|
82,153
|
|
(74,403)
|
|
7,777
|
|
|
|
|
|
|
|
|
|
|
|
Represents an amount lower than 1
thousand U.S dollar (*)
The accompanying notes are an
integral part of the condensed consolidated interim financial
information
UNAUDITED CONDENSED CONSOLIDATED CASH FLOW
STATEMENT
For
the six months ended 30 June 2024 and 2023
|
|
Six months
ended
|
|
|
June-30
|
|
|
2024
|
|
2023
|
|
|
Unaudited
|
|
Unaudited
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
U.S. dollars in
thousands
|
Loss
for the period
|
|
(4,201)
|
|
(5,853)
|
Adjustments to reconcile loss for the
period to net cash used in
|
|
|
operating activities:
|
|
|
|
|
Depreciation
|
|
334
|
|
328
|
Share based compensation
expenses
|
|
1,904
|
|
1,278
|
Effect of exchange rate
|
|
165
|
|
(146)
|
Finance (income) expenses of lease
liabilities
|
|
24
|
|
-
|
Changes in asset and liability
items:
|
|
|
|
|
Decrease (increase)
in trade receivables
|
|
(599)
|
|
807
|
Increase in other
receivables
|
|
146
|
|
(814)
|
Increase (decrease) in trade
payables
|
|
381
|
|
(43)
|
Decrease in other payables and
accruals
|
(603)
|
|
(890)
|
Increase in deferred
revenues
|
|
(211)
|
|
1,348
|
Decrease in liability for employee right upon retirement, net
|
|
(2)
|
|
(3)
|
Net
cash used in operating activities
|
|
(2,662)
|
|
(3,988)
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
Purchase of property and
equipment
|
|
(98)
|
|
(48)
|
Purchase of intangible
assets
|
|
(477)
|
|
-
|
Interest received
|
|
127
|
|
-
|
Increase in bank deposits
|
|
-
|
|
(980)
|
Net
cash used in investing activities
|
|
(448)
|
|
(1,028)
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
Proceeds from exercise of
options
|
|
36
|
|
17
|
Principal elements of lease
payments
|
|
(169)
|
|
(130)
|
Interest paid
|
|
(89)
|
|
-
|
Net
cash used in financing activities
|
(222)
|
|
(113)
|
|
|
|
|
|
DECREASE IN CASH AND CASH EQUIVALENTS
|
(3,332)
|
|
(5,129)
|
BALANCE OF CASH AND CASH EQUIVALENTS AT
BEGINNING
OF THE PERIOD
|
17,317
|
|
22,141
|
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
|
(207)
|
|
65
|
BALANCE OF CASH AND CASH EQUIVALENTS
AT END OF THE PERIOD.
|
13,778
|
|
17,077
|
The accompanying notes are an
integral part of the condensed consolidated interim financial
information
NOTES TO THE UNAUDITED CONDENSED
CONSOLIDATED INTERIM FINANCIAL
INFORMATION
NOTE 1- GENERAL
INFORMATION
Windward Ltd. (the "Company" or and
its subsidiaries the "Group") was incorporated in Israel and
commenced its operations in January 2010. The registered office of
the Company is Ha-Shlosha St 2, Tel Aviv-Yafo, Israel.
Windward is a
b2b SaaS technology company, focusing on the combination of
maritime domain expertise and AI. The Company provide access to a
best-in-class, Maritime AI-powered, Predictive Intelligence
Platform for the 250,000 target customers which are involved in
maritime trade, including governments, shipping companies,
financial institutions, freight forwarders, beneficial cargo owners
and many more.
On 6 December 2021, the Company
completed a process of listing its existing shares and issuing new
shares on the AIM market of the London Stock Exchange (the
IPO).
In October 2023, in response to
Hamas' attack on Israel from the Gaza Strip, Israel declared war on
Hamas. Despite the ongoing war, the Company has continued to
operate its business and serve its customers around the world and,
to date, its ability to support customers has not been materially
impacted. At this time, less than 10% of the Company's Israeli
workforce have been called to military reserve duty and the Company
has contingencies in place to cover impacted roles and
responsibilities.
The situation in the region remains
highly uncertain and there is the possibility that the conflict
could worsen or expand which could, in turn, further impact
economic conditions in Israel and in the broader region. At of this
report, it is difficult to assess the impact the war may have on
the Company's results of operations. Any further escalation,
expansion, or prolonged continuation of the ongoing conflict has
the potential to impact the Company's operations locally as well as
the broader global economy and may have a material effect on the
Company's results of operations.
Since the establishment of the
company, the company has accumulated continuous losses from its
business activities, and it had negative cash
flows.
As of June 30, 2024, the company had
a cash in the amount of approximately 13.8 million
dollars.
The continuation of the company's
activity in the coming year is supported by its cash balances as
well as the realization of the management's plans for growth and an
increase in the revenues. These funding sources allow the company's
management to assess its continued activity for a period of more
than 12 months starting from the date of approval of these
financial statements.
NOTE 2 - BASIS OF
PREPARATION
a. These condensed
consolidated interim financial information for the six-month period
ended 30 June 2024 have been prepared in accordance with IAS 34 -
'Interim financial reporting' as issued by the International
Accounting Standards Board. The condensed consolidated interim
financial information should be read in conjunction with the annual
financial statements for the year ended 31 December 2023, which
have been prepared in accordance with IFRS. This condensed
consolidated interim financial information are reviewed and not
audited.
b. The accounting policies
adopted are consistent with those of the previous financial
year.
NOTE 3 - SIGNIFICANT ACCOUNTING
POLICIES
a. General
The preparation of financial
information in accordance with IFRS requires the use of estimates
and assumptions to be made in applying the accounting policies that
affect the reported amounts of assets, liabilities, revenue and
expenses and the disclosure of contingent assets and
liabilities.
The estimates and related
assumptions are based on previous experiences and other factors
considered reasonable under the circumstances, the results of which
form the basis for making the assumptions about the carrying values
of assets and liabilities that are not readily apparent from other
sources.
The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized in the period in which the
estimate is revised if the revision affects only that period or in
the period of the revision and future periods if the revision
affects both current and future periods.
Significant accounting policies and
computation methods used in preparing the condensed consolidated
interim financial information are consistent with those used in
preparing the 2023 annual financial statements.
b. New international financial
reporting standards, amendments to standards and new
interpretations
IFRS 18, Presentation and Disclosure in the Financial
Statements
This standard replaces the
international accounting standard IAS 1, "Presentation of Financial
Statements." As part of the new disclosure requirements, companies
will be required to present new defined subtotals in the statements
of income, as follows: (1) operating profit and (2) profit before
financing and tax. In addition, income statement items will be
classified into three defined categories: operating, investment and
financing. The standard also includes a requirement to provide a
separate disclosure in the financial statements regarding the use
of management-defined performance measures ("non-GAAP measures"),
and specific instructions were added for the grouping and splitting
of items in the financial statements and in the notes to the
financial statements. IFRS 18 is effective for annual reporting
periods beginning on or after January 1, 2027, with an option for
early adoption.
NOTE 4 - FINANCIAL
INSTRUMENTS - FAIR VALUE
The management believes that the
carrying amount of cash, trade receivables, restricted deposits
trade payables and other current liabilities approximate their fair
value due to the short-term maturities of these instruments or the
sensitivity of the instruments for change in the interest
rate.
NOTE 5 - SHARE BASED
COMPENSATION
1. During February 2024, the
Company granted in total 1,154,698 RSUs to its employees. The total
fair value of the 1,154,698 RSUs is approximately
$1,633 thousand.
917,500 of the RSUs vest over four years period:
25% will vest at the
first anniversary of the grant date and 6.25% will vest at the end
of each quarter during the second, third and fourth years from the
date of grant. The rest of the RSUs will vest at the end of March
2025 if the performance condonation that stipulated in the RSUs
grants are met.
2. During April 2024, the
Company granted in total 283,248 RSUs to its employees. The total
fair value of the 283,248 RSUs is approximately $361 thousand.
30,000 RSUs will vest at the end of 2024 and the rest of the RSUs
will vest at the end of March 2025 if the performance condonation
that stipulated in the RSUs grants are meet.
3. During May 2024, the
Company granted in total 177,274 RSUs to its chairman and
non-executive directors. The total fair value of the 177,274 RSUs
is approximately $223 thousand. All RSUs vest at the end of
2024.
4. During May 2024, the
Company granted in total 1,893,375 RSUs to its CEO and CFO. The
total fair value of the 1,893,375 RSUs is approximately
$1,340 thousand. 126,755 of the RSUs vest at the end of March
2025 if the
performance condonation that stipulated in the RSUs grants are
met. 441,655 of the RSUs will vest at the end of 2027 if the
performance condonation that stipulated in the RSUs grants are
met.
1,324,965 of the RSUs vest at the end of 2027 if the market
conditions (share price target) that stipulated in the RSUs grants
are met. The fair value of the RSUs
granted, after taking into account the market
conditions is approximately GBP 0.3718 ($0.472) per RSUs. The fair
value of RSUs granted was estimated using the Monte-Carlo
simulation model. The parameters used in the model was time until
the vesting test 4 years, stock volatility 50%, risk free 3.4465%,
base share price GBP 0.81.
5. During May 2024, the
Company granted in total 2,944,366 RSUs to its employees. The total
fair value of the 2,944,366 RSUs is approximately $2,385 thousand.
706,647 of the RSUs vest over four years period: 25% will vest at
the first anniversary of the grant date and 6.25% will vest at the
end of each quarter during the second, third and fourth years from
the date of grant. 559,428 of the RSUs will vest at the end of 2027
if the performance condonation that stipulated in the RSUs grants
are met.
1,678,291 of the RSUs vest at the end of 2027 if the market
conditions (share price target) that stipulated in the RSUs grants
are met. The fair value of the RSUs
granted, after taking into account the market
conditions is approximately GBP 0.3718 ($0.472) per RSUs. The
fair value of RSUs granted was estimated using the Monte-Carlo
simulation model. The parameters used in the model was time until
the vesting test 4 years, stock volatility 50%, risk free 3.4465%,
base share price GBP 0.81.
NOTE 6 - REVENUES FROM
CONTRACT WITH CUSTOMERS:
The Group derives revenue from
providing Software as a Service (SaaS) over time for the following
major customer types and geographical regions:
|
Six months
ended
|
|
Jun-30
|
|
2024
|
|
2023
|
|
U.S. dollars in
thousands
|
a.
Customer types:
|
|
|
|
Governments
|
12,178
|
|
9,143
|
Commercials
|
|
|
|
|
|
|
|
|
|
|
|
b.
Geographical regions:
|
|
|
|
Israel
|
303
|
|
265
|
North America
|
6,797
|
|
4,316
|
APAC
|
1,397
|
|
1,372
|
Europe
|
6,063
|
|
4,867
|
Gulf Cooperation Council (GCC)
& Africa
|
2,711
|
|
1,638
|
South/Latin America
|
342
|
|
389
|
|
|
|
|
|
|
|
|