SECURITIES AND EXCHANGE COMMISSION
(Amendment No. 1)
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each Class | Trading Symbol | Name of each exchange on which registered | ||
Ordinary shares, par value NIS 0.001 per share | NYAX | The Nasdaq Stock Market LLC |
Large Accelerated Filer ☐ | Accelerated Filer ☐ | Non-accelerated Filer ☒ |
Emerging Growth Company ☒ |
ITEM 17. | FINANCIAL STATEMENTS |
ITEM 18. | FINANCIAL STATEMENTS |
ITEM 19. | EXHIBITS |
Exhibit No. | Description | |
101 | The following financial statements from the Company’s 20-F for the fiscal year ended December 31, 2023 formatted in Inline XBRL: (i) Inline Consolidated Statements of Comprehensive Loss, (ii) Inline Consolidated Statements of Financial Position, (iii) Inline Consolidated Statements of Changes in Equity, (iv) Inline Consolidated Statements of Cash Flows, and (v) Inline Notes to the Consolidated Financial Statements. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Nayax Ltd. | ||||||
Date: | February 28, 2024 | By: | /s/ Yair Nechmad | |||
Name: | Yair Nechmad | |||||
Title: | Chief Executive Officer | |||||
By: | /s/ Sagit Manor | |||||
Name: | Sagit Manor | |||||
Title: | Chief Financial Officer |
Page | |
(PCAOB ID 1309) | F-3 |
Consolidated financial statements – in thousands of US Dollars: | |
F-4 - F-5 | |
F-6 | |
F-7 | |
F-8 | |
F-9 - F-10 | |
F-11 - F-66 |
Tel Aviv, Israel | /s/ Kesselman & Kesselman |
February 28, 2024 | Certified Public Accountants (Isr.) |
A member firm of PricewaterhouseCoopers International Limited |
Kesselman & Kesselman, Azrieli Town Tower, 146 Derech Menachem Begin St, Tel- Aviv, 6492103, Israel
December 31 | |||||||||||
2023 | 2022 | ||||||||||
(Audited) | |||||||||||
Note | U.S. dollars in thousands | ||||||||||
ASSETS | |||||||||||
CURRENT ASSETS: | |||||||||||
Cash and cash equivalents | 7 | 38,386 | 33,880 | ||||||||
Restricted cash transferable to customers for processing activity | 8 | 49,858 | 34,119 | ||||||||
Short-term bank deposits | 1,269 | 83 | |||||||||
Receivables in respect of processing activity | 43,261 | 25,382 | |||||||||
Trade receivable, net | 9 | 41,300 | 27,412 | ||||||||
Inventory | 20,563 | 23,807 | |||||||||
Other current assets | 8,772 | 5,777 | |||||||||
Total current assets | 203,409 | 150,460 | |||||||||
NON-CURRENT ASSETS: | |||||||||||
Long-term bank deposits | 2,304 | 1,336 | |||||||||
Other long-term assets | 5,883 | 2,948 | |||||||||
Investment in associate | 5,024 | 6,579 | |||||||||
Right-of-use assets, net | 10 | 5,341 | 7,381 | ||||||||
Property and equipment, net | 11 | 5,487 | 6,668 | ||||||||
Goodwill and intangible assets, net | 12 | 96,411 | 55,116 | ||||||||
Total non-current assets | 120,450 | 80,028 | |||||||||
TOTAL ASSETS | 323,859 | 230,488 |
The accompanying notes are an integral part of these financial statements.
F - 4
NAYAX LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
December 31 | |||||||||||
2023 | 2022 | ||||||||||
(Audited) | |||||||||||
Note | U.S. dollars in thousands | ||||||||||
LIABILITIES AND EQUITY | |||||||||||
CURRENT LIABILITIES: | |||||||||||
Short-term bank credit | 13 | 47,477 | 7,684 | ||||||||
Current maturities of long-term bank loans | 13 | 1,101 | 1,052 | ||||||||
Current maturities of loans from others and other long-term liabilities | 14, 15 | 5,422 | 4,126 | ||||||||
Current maturities of lease liabilities | 10 | 2,145 | 2,206 | ||||||||
Payables in respect of processing activity | 104,523 | 63,336 | |||||||||
Trade payables | 17,464 | 14,574 | |||||||||
Other payables | 25,650 | 17,229 | |||||||||
Total current liabilities | 203,782 | 110,207 | |||||||||
NON-CURRENT LIABILITIES: | |||||||||||
Long-term bank loans | 13 | 327 | 1,444 | ||||||||
Long-term loans from others and other long-term liabilities | 14,15 | 14,476 | 7,062 | ||||||||
Post-employment benefit obligations, net | 427 | 403 | |||||||||
Lease liabilities | 10 | 4,149 | 5,944 | ||||||||
Deferred income taxes | 16 | 3,108 | 793 | ||||||||
Total non-current liabilities | 22,487 | 15,646 | |||||||||
TOTAL LIABILITIES | 226,269 | 125,853 | |||||||||
EQUITY: | 17 | ||||||||||
Shareholders Equity: | |||||||||||
Share capital | 8 | 8 | |||||||||
Additional paid in capital | 153,524 | 151,406 | |||||||||
Capital reserves | 9,643 | 9,771 | |||||||||
Accumulated deficit | (65,585 | ) | (56,550 | ) | |||||||
TOTAL EQUITY | 97,590 | 104,635 | |||||||||
TOTAL LIABILITIES AND EQUITY | 323,859 | 230,488 |
The accompanying notes are an integral part of these financial statements.
F - 5
Year ended December 31 | |||||||||||||||
2023 | 2022 | 2021 | |||||||||||||
(Audited) | |||||||||||||||
U.S. dollars in thousands | |||||||||||||||
Note | (Excluding loss per share data) | ||||||||||||||
Revenues | 18 | 235,491 | 173,514 | 119,134 | |||||||||||
Cost of revenues | 19 | (147,198 | ) | (113,476 | ) | (70,970 | ) | ||||||||
Gross Profit | 88,293 | 60,038 | 48,164 | ||||||||||||
Research and development expenses | 20 | (21,928 | ) | (22,132 | ) | (19,040 | ) | ||||||||
Selling, general and administrative expenses | 21 | (70,320 | ) | (64,092 | ) | (45,379 | ) | ||||||||
Depreciation and amortization in respect of technology and capitalized development costs | 12 | (6,430 | ) | (4,268 | ) | (3,810 | ) | ||||||||
Other expenses | 1a,6b | (444 | ) | (1,790 | ) | (1,879 | ) | ||||||||
Share of loss of equity method investee | (1,555 | ) | (1,794 | ) | (538 | ) | |||||||||
Loss from ordinary operations | (12,384 | ) | (34,038 | ) | (22,482 | ) | |||||||||
Finance expenses, net | 22 | (2,288 | ) | (3,020 | ) | (1,655 | ) | ||||||||
Loss before taxes on income | (14,672 | ) | (37,058 | ) | (24,137 | ) | |||||||||
Tax expenses | 16 | (1,215 | ) | (451 | ) | (632 | ) | ||||||||
Loss for the year | (15,887 | ) | (37,509 | ) | (24,769 | ) | |||||||||
Attribution of loss for the year: | |||||||||||||||
To shareholders of the Company | (15,887 | ) | (37,509 | ) | (24,763 | ) | |||||||||
To non-controlling interests | - | - | (6 | ) | |||||||||||
Total | (15,887 | ) | (37,509 | ) | (24,769 | ) | |||||||||
Loss per share attributed to shareholders of the Company: | |||||||||||||||
Basic and diluted loss per share | 23 | (0.479 | ) | (1.143 | ) | (0.820 | ) |
F - 6
Year ended December 31 | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
(Audited) | ||||||||||||
U.S. dollars in thousands | ||||||||||||
Loss for the year | (15,887 | ) | (37,509 | ) | (24,769 | ) | ||||||
Other comprehensive income (loss) for the year: | ||||||||||||
Items that will not be recycled to profit or loss: | ||||||||||||
Gain (loss) from remeasurement of liabilities (net) in | ||||||||||||
respect of post-employment benefit obligations | - | 146 | 431 | |||||||||
Items that may be recycled to profit or loss: | ||||||||||||
Gain (loss) from translation of financial statements of foreign activities | (170 | ) | (374 | ) | 87 | |||||||
Gains on cash flow hedges | 42 | - | - | |||||||||
Total comprehensive loss for the year | (16,015 | ) | (37,737 | ) | (24,251 | ) | ||||||
Attribution of total comprehensive income (loss) for the year: | ||||||||||||
To shareholders of the Company | (16,015 | ) | (37,737 | ) | (24,181 | ) | ||||||
To non-controlling interests | - | - | (70 | ) | ||||||||
Total comprehensive loss for the year | (16,015 | ) | (37,737 | ) | (24,251 | ) |
F - 7
Equity attributed to shareholders of the Company | ||||||||||||||||||||||||||||||||||||
Share capital | Additional paid in capital | Remeasurement of post-employment benefit obligations | Other capital reserves | Foreign currency translation reserve | Accumulated deficit | Total equity attributed to shareholders of the Company | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||
U.S. dollars in thousands | ||||||||||||||||||||||||||||||||||||
Balance at January 1, 2021 | 7 | 16,689 | (329 | ) | 9,324 | 243 | (13,433 | ) | 12,501 | - | 12,501 | |||||||||||||||||||||||||
Loss for the year | - | - | - | - | - | (24,763 | ) | (24,763 | ) | (6 | ) | (24,769 | ) | |||||||||||||||||||||||
Other comprehensive income (loss) for the year | - | - | 431 | - | 151 | - | 582 | (64 | ) | 518 | ||||||||||||||||||||||||||
Non-controlling interests from business combination | - | - | - | - | - | - | - | 1,530 | 1,530 | |||||||||||||||||||||||||||
IPO (See note 1a2) | 1 | 132,559 | - | - | - | - | 132,560 | - | 132,560 | |||||||||||||||||||||||||||
Transactions with non-controlling interests | - | - | - | 205 | - | - | 205 | (1,460 | ) | (1,255 | ) | |||||||||||||||||||||||||
Business combination under common control | - | - | - | (26 | ) | - | - | (26 | ) | - | (26 | ) | ||||||||||||||||||||||||
Employee options exercised | * | 1,118 | - | - | - | - | 1,118 | - | 1,118 | |||||||||||||||||||||||||||
Share-based payment | - | - | - | - | 9,499 | 9,499 | - | 9,499 | ||||||||||||||||||||||||||||
Balance at December 31, 2021 | 8 | 150,366 | 102 | 9,503 | 394 | (28,697 | ) | 131,676 | - | 131,676 | ||||||||||||||||||||||||||
Changes during the year; | ||||||||||||||||||||||||||||||||||||
Loss for the year | (37,509 | ) | (37,509 | ) | (37,509 | ) | ||||||||||||||||||||||||||||||
Other comprehensive income (loss) for the year | - | - | 146 | - | (374 | ) | - | (228 | ) | - | (228 | ) | ||||||||||||||||||||||||
Employee options exercised | * | 1,040 | - | - | - | - | 1,040 | - | 1,040 | |||||||||||||||||||||||||||
Share-based payment | - | - | - | - | - | 9,656 | 9,656 | - | 9,656 | |||||||||||||||||||||||||||
Balance at December 31, 2022 | 8 | 151,406 | 248 | 9,503 | 20 | (56,550 | ) | 104,635 | - | 104,635 | ||||||||||||||||||||||||||
Changes during the year; | ||||||||||||||||||||||||||||||||||||
Loss for the year | - | - | - | - | - | (15,887 | ) | (15,887 | ) | - | (15,887 | ) | ||||||||||||||||||||||||
Other comprehensive (loss) for the year | - | - | - | 42 | (170 | ) | - | (128 | ) | - | (128 | ) | ||||||||||||||||||||||||
Employee options exercised | * | 2,118 | - | - | - | - | 2,118 | - | 2,118 | |||||||||||||||||||||||||||
Share-based payment | - | - | - | - | - | 6,852 | 6,852 | - | 6,852 | |||||||||||||||||||||||||||
Balance at December 31, 2023 | 8 | 153,524 | 248 | 9,545 | (150 | ) | (65,585 | ) | 97,590 | - | 97,590 |
F - 8
Year ended December 31 | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
(Audited) | ||||||||||||
U.S. dollars in thousands | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net loss for the year | (15,887 | ) | (37,509 | ) | (24,769 | ) | ||||||
Adjustments required to reflect the cash flow from operating activities (see Appendix A) | 24,685 | 9,962 | 11,963 | |||||||||
Net cash provided by (used in) operating activities | 8,798 | (27,547 | ) | (12,806 | ) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Capitalized development costs | (15,948 | ) | (13,706 | ) | (6,059 | ) | ||||||
Acquisition of property and equipment | (611 | ) | (1,518 | ) | (2,637 | ) | ||||||
Loans extended to others | (1,432 | ) | - | - | ||||||||
Investments in associates | - | - | (6,449 | ) | ||||||||
Loans repaid by shareholders | - | - | 61 | |||||||||
Increase in bank deposits | (2,154 | ) | (480 | ) | (352 | ) | ||||||
Payments for acquisitions of subsidiaries, net of cash acquired | (18,330 | ) | 440 | 418 | ||||||||
Payment of deferred consideration with respect to business combinations | - | (4,500 | ) | (7,335 | ) | |||||||
Interest received | 1,684 | 76 | 2 | |||||||||
Investments in financial assets | (195 | ) | (6,856 | ) | (446 | ) | ||||||
Proceeds from sub-lessee | 155 | - | 158 | |||||||||
Net cash used in investing activities | (36,831 | ) | (26,544 | ) | (22,639 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Initial public offering (IPO) | - | - | 132,560 | |||||||||
Interest paid | (2,651 | ) | (504 | ) | (630 | ) | ||||||
Changes in short-term bank credit | 39,135 | 5,874 | (11,393 | ) | ||||||||
Support received (royalties paid) in respect to government assistance plans | (55 | ) | (40 | ) | (199 | ) | ||||||
Transactions with non-controlling interests | - | (186 | ) | (1,069 | ) | |||||||
Repayment of long-term bank loans | (998 | ) | (2,282 | ) | (1,971 | ) | ||||||
Receipt of long-term loans from others | - | 6,908 | - | |||||||||
Repayment of long-term loans from others | (3,626 | ) | (2,577 | ) | (2,175 | ) | ||||||
Receipt of loans from shareholders | - | - | 8,900 | |||||||||
Repayment of loans from shareholders | - | - | (8,900 | ) | ||||||||
Decrease in other long-term liabilities | (249 | ) | (288 | ) | (295 | ) | ||||||
Employee options exercised | 2,177 | 1,152 | 718 | |||||||||
Principal lease payments | (2,182 | ) | (1,851 | ) | (1,406 | ) | ||||||
Net cash provided by financing activities | 31,551 | 6,206 | 114,140 | |||||||||
Increase (Decrease) in cash and cash equivalents | 3,518 | (47,885 | ) | 78,695 | ||||||||
Balance of cash and cash equivalents at beginning of year | 33,880 | 87,332 | 8,195 | |||||||||
Gains (losses) from exchange differences on cash and cash equivalents | 906 | (6,189 | ) | 626 | ||||||||
Gains (losses) from translation of cash and cash equivalents of foreign activity | 82 | 622 | (184 | ) | ||||||||
Balance of cash and cash equivalents at end of year | 38,386 | 33,880 | 87,332 |
F - 9
Year ended December 31 | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
(Audited) | ||||||||||||
U.S. dollars in thousands | ||||||||||||
Appendix A – adjustments required to reflect the cash flows from operating activities: | ||||||||||||
Adjustments in respect of: | ||||||||||||
Depreciation and amortization | 12,505 | 9,028 | 7,198 | |||||||||
Post-employment benefit obligations, net | 25 | (107 | ) | 139 | ||||||||
Deferred taxes | (294 | ) | (181 | ) | 25 | |||||||
Finance expenses, net | 750 | 4,544 | 269 | |||||||||
Expenses in respect of long-term employee benefits | 237 | 245 | 193 | |||||||||
Share in losses of associate company | 1,555 | 1,794 | 538 | |||||||||
Long-term deferred income | (85 | ) | (104 | ) | (26 | ) | ||||||
Expenses in respect of share-based payment | 6,027 | 8,747 | 8,850 | |||||||||
Total adjustments | 20,720 | 23,966 | 17,186 | |||||||||
Changes in operating asset and liability items: | ||||||||||||
Increase in restricted cash transferable to customers for processing activity | (15,739 | ) | (10,424 | ) | (5,529 | ) | ||||||
Increase in receivables from processing activity | (17,880 | ) | (10,986 | ) | (5,429 | ) | ||||||
Increase in trade receivables | (12,487 | ) | (8,272 | ) | (5,136 | ) | ||||||
Increase in other current assets | (1,073 | ) | (936 | ) | (1,352 | ) | ||||||
Decrease (increase) in inventory | 3,239 | (12,592 | ) | (2,631 | ) | |||||||
Increase in payables in respect of processing activity | 41,187 | 20,510 | 13,832 | |||||||||
Increase (decrease) in trade payables | 1,189 | 4,519 | (3,775 | ) | ||||||||
Increase in other payables | 5,529 | 4,177 | 4,797 | |||||||||
Total changes in operating asset and liability items | 3,965 | (14,004 | ) | (5,223 | ) | |||||||
Total adjustments required to reflect the cash flow from operating activities | 24,685 | 9,962 | 11,963 | |||||||||
Appendix B – Information regarding investing and financing activities not involving cash flows: | ||||||||||||
Purchase of property and equipment on credit | 97 | 215 | 118 | |||||||||
Acquisition of right-of-use assets through lease liabilities | 338 | 2,048 | 1,428 | |||||||||
Recognition of Sub lease asset | 455 | - | - | |||||||||
Share based payments costs attributed to development activities, capitalized as intangible assets | 825 | 909 | 649 |
F - 10
a. | Background |
1. | Nayax Ltd. (hereafter – the “Company”) was incorporated in January 2005. The Company provides processing and software as a service (SaaS) business operations solutions and services via a global platform. The Company is marketing its POS devices and SaaS solutions it developed in more than 60 countries worldwide (including Israel) through subsidiaries (the Company and the subsidiaries, hereafter – the “Group”) and through local distributors. |
2. | On May 13, 2021, the Company completed an initial public offering (IPO) on the Tel Aviv stock exchange (TASE) in which it sold 4.4 million ordinary shares of NIS 0.001 par value for a gross amount, before issuance costs, of $141.6 million and $132.5 million, net of issuance costs. The IPO was a non-uniform offering, as this term is defined by Israeli Securities Regulations (Manner of Offering Securities to the Public), 2007, to institutional investors in Israel and outside of Israel. |
3. | On September 21, 2022, Company's ordinary shares were listed on the Nasdaq Global Select Market under the symbol NYAX. As of that date, the company is dual listed on Nasdaq and as well as on the Tel Aviv Stock Exchange. |
4. | In connection with Company's May 2021 IPO on the TASE, the expenses incurred in the profit or loss report for the year ended December 31, 2021, other than underwriter discount and commissions, were $1,879 thousand and include bonuses in respect of the IPO to a number of its employees for a total of $979 thousand. In connection with Company's September 2022 listing on Nasdaq, the expenses incurred in the profit or loss report for the year ended December 31, 2022 are $1,790 thousand. |
5. | On September 11, 2022 Company's shareholders approved a reverse share split in a ratio of 10:1. All issued and outstanding Company's Ordinary Shares have been retroactively adjusted to reflect the reverse share split for all periods presented in these financial statements prior the approval. |
6. | In August 2023, the company filed with the Israel Securities Authority a shelf prospectus (the “Shelf Prospectus”). Such Shelf Prospectus allows the Company to raise from time to time funds through the offering and sale of various securities including debt and equity, in Israel, at the discretion of the Company. In October 2023, the company filed with the SEC a Registration Statement on Form F-3 (the “Registration Statement”). Such Registration Statement allows the company to raise fund from time to time through the offering and sale of various securities including debt and equity, at the discretion of the Company. Under the Registration Statement, certain selling shareholders may also offer and sell ordinary shares from time to time in one or more offerings, but we are not entitled to any funds raised from such sales. |
b. | "Swords of Iron" - War against terror organization Hamas |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
a. | Basis of presentation: |
1) | The principal accounting policies set out below have been consistently applied to all periods presented, unless otherwise stated. |
2) | The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Group’s management to exercise its judgment in the process of applying the Group’s accounting policies. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3. Actual results may differ materially from estimates and assumptions used by the Group's management. |
3) | The Group's operating cycle is 12 months. |
b. | Consolidated financial statements |
1) | Subsidiaries and business combinations |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
b. | Consolidated financial statements (continued): |
2) | Transactions with non-controlling interests' owners which do not result in loss of control |
3) | Associates |
4) | The equity method |
c. | Translation of foreign currency balances and transactions: |
1) | Functional and presentation currency |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
c. | Translation of foreign currency balances and transactions (continued): |
2) | Transactions and balances |
3) | Translation of financial statements of Group entities: |
(a) | Assets and liabilities for each statement of financial position statement presented are translated at the closing rate at the date of the statement of financial position; |
(b) | Income and expenses for each statement of profit or loss are translated at average exchange rates for the period (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions), and; |
(c) | All resulting exchange differences are recognized in other comprehensive income. |
d. | Cash and cash equivalents |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
e. | Inventory |
f. | Property and equipment |
% | ||
Computers and peripheral equipment | 33 | |
Rental of POS devices | 20 | |
Machinery and equipment | 10 |
g. | Intangible assets: |
1) | Research and development |
a) | The technical feasibility of completing the intangible asset so that it will be available for use exists; |
b) | Management intends to complete the intangible asset and use or sell it; |
c) | There is an ability to use or sell the intangible asset; |
d) | The way the intangible asset will generate probable future economic benefits is demonstrable; |
e) | The technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and |
f) | The expenditure attributable to the intangible asset during its development can be reliably measured. |
(1) | Investments in new products (hardware and software), as opposed to expenses aimed at maintaining normal functionality; |
(2) | Investment in integrations and opening markets; and |
(3) | Investment in software for own use. |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
g. | Intangible assets (continued): |
1) | Research and development (continued): |
(1) | Payroll costs and related expenses, which are attributed by the Group to the different projects that meet the conditions for capitalization; |
(2) | Cost of subcontractors, which are specifically identified to projects that meet the conditions for capitalization. |
(3) | Share-based payment expenses attributed apportionately to payroll and related suppliers expenses arises from development. |
2) | Distribution rights and Brand |
3) | Customer relationships |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
g. | Intangible assets (continued): |
4) | Technology |
5) | Goodwill |
h. | Impairment of non-financial assets |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
i. | Leases: |
1) | The Group as a lessee: |
2) | The Group as a lessor: Amounts due from lessees under finance leases are recognized as receivables at the amount of the Group’s net investment in the leases. Finance lease interest income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases. |
3) | Subleases |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
j. | Financial instruments: |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
j. | Financial instruments (continued): |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
j. | Financial instruments (continued): |
k. | Trade receivables |
l. | Trade payables |
m. | Income taxes |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
m. | Income taxes (continued): |
n. | Revenue recognition |
1) | Revenue measurement |
2) | Timing of revenue recognition |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
n. | Revenue recognition (continued): |
3) | Types of revenues of the Group |
o. | Share-based payments |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
o. | Share-based payments (continued): |
p. | Earnings (Loss) per share |
q. | Provisions |
r. | New International Financial Reporting Standards, amendments to standards and new interpretations: |
1. | Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements - Disclosure of Accounting Policies |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) | Development assets |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2) | Distribution rights, customer relationship and technology |
3) | Determining the lease terms |
4) | Fair value of share-based payments |
5) | Deferred tax assets |
1) | Market risks: |
a) | Foreign exchange risks |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) | Market risks (continued): |
a) | Foreign exchange risks (continued): |
Sensitivity test for changes in exchange rate | |||
Foreign currency | Years | Income (loss) from change | |
10% increase in exchange rate | 10% decrease in exchange rate | ||
US Dollars in thousands | |||
NIS | 2023 | (1,762) | 1,762 |
2022 | (2,168) | 2,168 | |
2021 | 1,408 | (1,408) | |
EUR | 2023 | (1,698) | 1,698 |
2022 | 1,288 | (1,288) | |
2021 | 788 | (788) | |
GPB | 2023 | 123 | (123) |
2022 | 713 | (713) | |
2021 | 824 | (824) | |
AUD | 2023 | 40 | (40) |
2022 | 201 | (201) | |
2021 | 184 | (184) |
b) | Risk in respect of interest rate change |
2) | Credit risks |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - FINANCIAL INSTRUMENTS AND FINANICAL RISK MANAGEMENT (continued):
2) | Credit risks (continued): |
December 31, 2023 | Not overdue | Over 30 days overdue | Over 60 days overdue | Over 120 days overdue | Total | |||||||||||||||
US Dollar in thousands | ||||||||||||||||||||
Gross carrying amount – trade receivables | 25,023 | 1,818 | 3,851 | 12,473 | 43,166 | |||||||||||||||
Less – provision of allowance for credit loss | - | - | - | (1,866 | ) | (1,866 | ) | |||||||||||||
Trade receivable | 25,023 | 1,818 | 3,851 | 10,607 | 41,300 |
December 31, 2022 | Not overdue | Over 30 days overdue | Over 60 days overdue | Over 120 days overdue | Total | |||||||||||||||
US Dollar in thousands | ||||||||||||||||||||
Gross carrying amount – trade receivables | 17,361 | 1,439 | 1,818 | 9,226 | 29,844 | |||||||||||||||
Less – provision of allowance for credit loss | - | - | - | (2,432 | ) | (2,432 | ) | |||||||||||||
Trade receivable | 17,361 | 1,439 | 1,818 | 6,794 | 27,412 |
3) | Liquidity risk |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - FINANCIAL INSTRUMENTS AND FINANICAL RISK MANAGEMENT (continued):
3) | Liquidity risk (continued): |
Less than one year | Between 1 and 2 years | Between 3 and 5 years | More than 5 years | Total | ||||||||||||||||
US Dollars in thousands | ||||||||||||||||||||
December 31, 2023: | ||||||||||||||||||||
Short-term loans | 47,477 | - | - | - | 47,477 | |||||||||||||||
Long-term bank loans | 1,110 | 370 | - | - | 1,480 | |||||||||||||||
Long-term loans from others | 3,835 | - | - | - | 3,835 | |||||||||||||||
Liability in respect of purchase of servers | 99 | 74 | - | - | 173 | |||||||||||||||
Lease liabilities | 2,325 | 1,897 | 2,022 | 495 | 6,739 | |||||||||||||||
Payables in respect of processing activity | 104,523 | - | - | - | 104,523 | |||||||||||||||
Trade payables | 17,464 | - | - | - | 17,464 | |||||||||||||||
Other payables | 25,650 | - | - | - | 25,650 | |||||||||||||||
Total | 202,483 | 2,341 | 2,022 | 495 | 207,341 |
Less than one year | Between 1 and 2 years | Between 3 and 5 years | More than 5 years | Total | ||||||||||||||||
US Dollars in thousands | ||||||||||||||||||||
December 31, 2022: | ||||||||||||||||||||
Short-term loans | 7,874 | - | - | - | 7,874 | |||||||||||||||
Long-term bank loans | 1,136 | 1,515 | - | - | 2,651 | |||||||||||||||
Long-term loans from others | 3,917 | 3,699 | - | - | 7,616 | |||||||||||||||
Liability in respect of purchase of servers | 193 | 177 | - | - | 370 | |||||||||||||||
Lease liabilities | 2,402 | 2,392 | 3,400 | 483 | 8,677 | |||||||||||||||
Payables in respect of processing activity | 63,336 | - | - | - | 63,336 | |||||||||||||||
Trade payables | 14,574 | - | - | - | 14,574 | |||||||||||||||
Other payables | 17,229 | - | - | - | 17,229 | |||||||||||||||
Total | 110,661 | 7,783 | 3,400 | 483 | 122,327 |
4) | Capital risk: |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - FINANCIAL INSTRUMENTS AND FINANICAL RISK MANAGEMENT (continued):
4) | Capital risk (continued): |
Short-term credit | Long-term bank loans | Loans from others | Lease liabilities | Other liabilities | Total | |||||||||||||||||||
US Dollars in thousands | ||||||||||||||||||||||||
Balance at January 1, 2023 | 7,684 | 2,496 | 7,367 | 8,150 | 362 | 26,059 | ||||||||||||||||||
Changes in 2023: | ||||||||||||||||||||||||
Liabilities added in respect of new leases | - | - | - | 595 | - | 595 | ||||||||||||||||||
Liabilities added in respect of loans from banks and others | 39,135 | - | - | - | - | 39,135 | ||||||||||||||||||
Cash flows paid | - | (998 | ) | (3,626 | ) | (2,182 | ) | (182 | ) | (6,988 | ) | |||||||||||||
Amounts recognized in profit or loss and other changes | 658 | (70 | ) | 179 | (269 | ) | (10 | ) | 488 | |||||||||||||||
Balance at December 31, 2023: | 47,477 | 1,428 | 3,920 | 6,294 | 170 | 59,289 | ||||||||||||||||||
Balance at January 1 2022 | - | 5,166 | 3,220 | 6,895 | 721 | 16,002 | ||||||||||||||||||
Changes in 2022: | ||||||||||||||||||||||||
Liabilities added in respect of new leases | - | - | - | 2,014 | - | 2,014 | ||||||||||||||||||
Liabilities added in respect of loans from banks and others | 5,874 | - | 6,908 | - | - | 12,782 | ||||||||||||||||||
Liabilities added in respect of acquisitions | 2,000 | - | - | 1,696 | - | 3,696 | ||||||||||||||||||
Cash flows paid | - | (2,282 | ) | (2,577 | ) | (2,146 | ) | (288 | ) | (7,293 | ) | |||||||||||||
Amounts recognized in profit or loss and other changes | (190 | ) | (388 | ) | (184 | ) | (309 | ) | (71 | ) | (1,142 | ) | ||||||||||||
Balance at December 31 2022: | 7,684 | 2,496 | 7,367 | 8,150 | 362 | 26,059 | ||||||||||||||||||
Balance at January 1 2021 | 11,589 | 7,329 | 5,703 | 6,474 | 994 | 32,089 | ||||||||||||||||||
Changes in 2021: | ||||||||||||||||||||||||
Liabilities added in respect of new leases | - | - | - | 1,428 | - | 1,428 | ||||||||||||||||||
Cash flows paid | (11,393 | ) | (1,971 | ) | (2,175 | ) | (1,406 | ) | (295 | ) | (17,240 | ) | ||||||||||||
Amounts recognized in profit or loss and other changes | (196 | ) | (192 | ) | (308 | ) | 399 | 22 | (275 | ) | ||||||||||||||
Balance at December 31 2021: | - | 5,166 | 3,220 | 6,895 | 721 | 16,002 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31 | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
US Dollars in thousands | ||||||||||||
USA | 83,528 | 60,270 | 36,887 | |||||||||
Europe (excluding UK) | 72,887 | 48,664 | 36,475 | |||||||||
UK | 26,391 | 21,931 | 16,577 | |||||||||
Australia | 22,484 | 17,235 | 12,672 | |||||||||
Israel | 13,095 | 14,129 | 10,764 | |||||||||
Rest of the world | 17,106 | 11,285 | 5,759 | |||||||||
235,491 | 173,514 | 119,134 |
Set forth below is a breakdown of the non-current assets, excluding deferred tax assets and financial assets, by geographic regions: |
December 31 | ||||||||
2023 | 2022 | |||||||
US Dollars in thousands | ||||||||
Israel | 97,209 | 60,459 | ||||||
USA | 13,696 | 6,863 | ||||||
Rest of the world | 1,027 | 2,096 | ||||||
111,932 | 69,418 |
a. | Acquisition of Roseman Engineering Ltd. |
b. | Acquisition of Retail Pro |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
b. | Acquisition of Retail Pro (continued): |
US Dollars in thousands | ||||
Consideration paid in cash | 18,759 | |||
Contingent Consideration | 12,141 | |||
Total consideration | 30,900 | |||
Amounts recognized on merger date: | ||||
Cash and cash equivalents | 430 | |||
Trade receivables | 1,854 | |||
Other receivables | 280 | |||
Property and equipment | 140 | |||
Technology | 20,148 | |||
Customer relations | 7,092 | |||
Brand | 3,031 | |||
Trade payables | (1,339 | ) | ||
Other payables | (924 | ) | ||
Deferred Tax Liability | (2,626 | ) | ||
Total identifiable assets, net | 28,086 | |||
Goodwill (*) | 2,814 | |||
Total Consideration | 30,900 | |||
Cash flows in respect of the acquisition | 18,759 | |||
Cash and cash equivalents of subsidiary | 430 | |||
Acquisition of subsidiary, less cash acquired | 18,329 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
b. | Acquisition of Retail Pro (continued): |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
c. | On Track Innovation Ltd. |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
c. | On Track Innovation Ltd. (continued): |
As of June 9, 2022 | ||||
US Dollars in thousands | ||||
Deferred consideration | 4,500 | |||
Total consideration | 4,500 | |||
Amounts recognized on merger date: | ||||
Cash and cash equivalents | 440 | |||
Trade receivables | 983 | |||
Inventory | 3,569 | |||
Other receivables | 1,397 | |||
Right of use assets | 1,722 | |||
Property and equipment | 660 | |||
Other assets | 145 | |||
Technology | 1,711 | |||
Customer relations | 5,046 | |||
Short-term bank loans | (2,001 | ) | ||
Trade payables | (1,392 | ) | ||
Other payables | (1,982 | ) | ||
Lease liability | (1,696 | ) | ||
Other long term liabilities | (69 | ) | ||
Long term liability from the Company (*) | (6,757 | ) | ||
Total identifiable assets, net (**) | 1,776 | |||
Goodwill (***) | 2,724 | |||
Total Consideration | 4,500 | |||
Cash flows in respect of the acquisition, as presented in cash flows from investing activities | ||||
Cash and cash equivalents of subsidiary included in consolidated for the first time | 440 | |||
Acquisition of subsidiary, less cash acquired, as presented in cash flows from investing activity | 440 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
d. | Collaboration agreement of IoT Technology Holdings Ltd. |
a) | First Call Option - a Call Option granted to the Company to buy from BHP and Feit such number of shares that following the exercise of the First Call Option, the Company will hold 50.1% of the voting rights in IoT Technology, such that the Company will be able to consolidate the Company in its financial statements. The option can be exercised by the Company between two to eleven years from signing of the New Agreement date. As of December 31, 2023, the fair value of the First Call Option was determined to be $1,822 thousand. |
b) | Second Call Option - a Second Call Option granted to the Company to buy from BHP and Feit such number of shares that following the exercise option the Company will hold 100% from IoT Technology. The option can be exercised by the Company at any time during a period of ten years following the exercise of the First Call Option and in no event later than fourteen years from the signing of New Agreement. |
c) | Put Option - the Put Option granted by the Company to BHP and Feit to sell the remaining shares of IoT Technology. The Put Option shall be exercisable commencing at any time following the lapse of two years following the signing of the New Agreement and ending upon the lapse of the Second Call Option period. | |
For all the three options above, the exercise consideration to be paid depends on IOT's annual revenue volume ("ARV"). Such ARV will be determined by IOT's average monthly revenue of the recent 3 months (prior to the exercising of the option) times 12. The pre-determined multipliers range from 10 to 15, times the percentage acquired for the exercising of the Call & Put Options, respectively. In exercising the Second Call Option, should the compound annual growth rate (“CAGR”) over the 3-year period preceding the notice of exercise of the Second Call Option shall be 35% or more, the ARV shall be 20 times. |
US Dollars in thousands | ||||
Financial assets at fair value through profit or loss (*) | 1,822 | |||
Liability for deferred consideration | 1,500 | |||
Deferred income (**) | 418 |
(*) | The options mentioned above are measured at fair value through profit and loss used the Monte Carlo option pricing model. |
(**) | Deferred income represents an advance for providing future services by the Company to IoT Technology. |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - CASH AND CASH EQUIVALENTS:
December 31, | ||||||||
2023 | 2022 | |||||||
US Dollars in thousands | ||||||||
US Dollar | 14,673 | 11,415 | ||||||
New Israeli Shekel | 9,777 | 1,498 | ||||||
Euro | 3,044 | 11,182 | ||||||
British pound sterling | 2,026 | 3,909 | ||||||
Australian Dollar | 1,078 | 1,650 | ||||||
Other currencies | 7,788 | 4,226 | ||||||
38,386 | 33,880 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - TRADE RECEIVABLES
December 31, | ||||||||
2023 | 2022 | |||||||
US Dollars in thousands | ||||||||
Open accounts | 43,166 | 29,844 | ||||||
Less – provision of allowance for credit loss | (1,866 | ) | (2,432 | ) | ||||
Trade receivables - net | 41,300 | 27,412 |
b. | Changes in provision of allowance for credit loss: |
US Dollars in thousands | ||||
Balance as of January 1, 2023 | 2,432 | |||
Amounts provided against profit or loss in respect of receivables for which the provision for loss is measured over the entire life of the receivable balance | (566 | ) | ||
Balance as of December 31, 2023 | 1,866 | |||
Balance as of January 1, 2022 | 1,549 | |||
Amounts provided against profit or loss in respect of receivables for which the provision for loss is measured over the entire life of the receivable balance | 883 | |||
Balance as of December 31, 2022 | 2,432 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
a. | General |
Years of depreciation | Interest rate | |||||
Buildings | 2-4 | 1.5%-5% | ||||
Technological equipment | 3-5 | 3.88% |
b. | Composition and movement of right-of-use assets: |
Buildings | Technological equipment | Total | ||||||||||
US Dollars in thousands | ||||||||||||
Cost: | ||||||||||||
Balance as of January 1, 2023 | 10,947 | 331 | 11,278 | |||||||||
Additions during the year | 338 | - | 338 | |||||||||
Disposals | (455 | ) | (331 | ) | (786 | ) | ||||||
Other changes | 257 | - | 257 | |||||||||
Balance as of December 31, 2023 | 11,087 | - | 11,087 | |||||||||
Depreciation and amortization: | ||||||||||||
Balance as of January 1, 2023 | 3,579 | 318 | 3,897 | |||||||||
Depreciation during the year | 2,167 | 11 | 2,178 | |||||||||
Disposals | - | (329 | ) | (329 | ) | |||||||
Balance as of December 31, 2023 | 5,746 | - | 5,746 | |||||||||
Right-of-use assets - net | 5,341 | - | 5,341 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
b. | Composition and changes in right-of-use assets (continued): |
Buildings | Technological equipment | Total | ||||||||||
US Dollars in thousands | ||||||||||||
Cost: | ||||||||||||
Balance as of January 1, 2022 | 7,382 | 331 | 7,713 | |||||||||
Additions during the year | 2,048 | - | 2,048 | |||||||||
Additions in respect of acquisition | 1,722 | - | 1,722 | |||||||||
Disposals | (462 | ) | - | (462 | ) | |||||||
Other changes | 257 | - | 257 | |||||||||
Balance as of December 31, 2022 | 10,947 | 331 | 11,278 | |||||||||
Depreciation and amortization: | ||||||||||||
Balance as of January 1, 2022 | 2,186 | 252 | 2,438 | |||||||||
Depreciation during the year | 1,731 | 66 | 1,797 | |||||||||
Disposals | (338 | ) | - | (338 | ) | |||||||
Balance as of December 31, 2022 | 3,579 | 318 | 3,897 | |||||||||
Right-of-use assets - net | 7,368 | 13 | 7,381 |
Buildings | Technological equipment | Total | ||||||||||
US Dollars in thousands | ||||||||||||
Cost: | ||||||||||||
Balance as of January 1, 2021 | 5,752 | 331 | 6,083 | |||||||||
Additions during the year | 1,428 | - | 1,428 | |||||||||
Other changes | 202 | - | 202 | |||||||||
Balance as of December 31, 2021 | 7,382 | 331 | 7,713 | |||||||||
Depreciation and amortization: | ||||||||||||
Balance as of January 1, 2021 | 1,136 | 186 | 1,322 | |||||||||
Depreciation during the year | 1,050 | 66 | 1,116 | |||||||||
Balance as of December 31, 2021 | 2,186 | 252 | 2,438 | |||||||||
Right-of-use assets - net | 5,196 | 79 | 5,275 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
c. | Composition and changes in lease liabilities |
Buildings | Technological equipment | Total | ||||||||||
US Dollars in thousands | ||||||||||||
Balance as of January 1, 2023 | 8,141 | 9 | 8,150 | |||||||||
Additions during the year | 338 | - | 338 | |||||||||
Interest expenses | 330 | - | 330 | |||||||||
Lease payments | (2,503 | ) | (9 | ) | (2,512 | ) | ||||||
Other changes | (12 | ) | - | (12 | ) | |||||||
Balance as of December 31, 2023 | 6,294 | - | 6,294 | |||||||||
Current maturities of lease liabilities | 2,145 | - | 2,145 | |||||||||
Long-term lease liabilities | 4,149 | - | 4,149 | |||||||||
Balance as of December 31, 2023 | 6,294 | - | 6,294 |
Buildings | Technological equipment | Total | ||||||||||
US Dollars in thousands | ||||||||||||
Balance as of January 1, 2022 | 6,769 | 126 | 6,895 | |||||||||
Additions during the year | 2,014 | - | 2,014 | |||||||||
Additions in respect of acquisition | 1,696 | - | 1,696 | |||||||||
Disposals | (131 | ) | - | (131 | ) | |||||||
Interest expenses | 293 | 3 | 296 | |||||||||
Lease payments | (2,036 | ) | (111 | ) | (2,147 | ) | ||||||
Other changes | (464 | ) | (9 | ) | (473 | ) | ||||||
Balance as of December 31, 2022 | 8,141 | 9 | 8,150 | |||||||||
Current maturities of lease liabilities | 2,197 | 9 | 2,206 | |||||||||
Long-term lease liabilities | 5,944 | - | 5,944 | |||||||||
Balance as of December 31, 2022 | 8,141 | 9 | 8,150 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
c. | Composition and changes in lease liabilities (continued): |
Buildings | Technological equipment | Total | ||||||||||
US Dollars in thousands | ||||||||||||
Balance as of January 1, 2021 | 6,245 | 229 | 6,474 | |||||||||
Additions during the year | 1,428 | - | 1,428 | |||||||||
Interest expenses | 207 | 7 | 214 | |||||||||
Lease payments | (1,506 | ) | (114 | ) | (1,620 | ) | ||||||
Other changes | 395 | 4 | 399 | |||||||||
Balance as of December 31, 2021 | 6,769 | 126 | 6,895 |
Current maturities of lease liabilities | 1,387 | 115 | 1,502 | |||||||||
Long-term lease liabilities | 5,382 | 11 | 5,393 | |||||||||
Balance as of December 31, 2021 | 6,769 | 126 | 6,895 |
d. | The Group incurred expenses in the amounts of $330, $209 thousand and $168 thousand in 2023, 2022 and 2021, respectively, related to short-term leases, which were included in research and development expenses and selling, general and administrative expenses. |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Leasehold improvements | Computers and peripheral equipment | Rented POS devices | Machines and equipment | Total | ||||||||||||||||
US Dollars in thousands | ||||||||||||||||||||
Cost: | ||||||||||||||||||||
Balance as of January 1, 2023 | 3,956 | 15,380 | 606 | 586 | 20,528 | |||||||||||||||
Additions | 13 | 641 | 54 | - | 708 | |||||||||||||||
Acquired through business combinations | - | 140 | - | - | 140 | |||||||||||||||
Disposals | - | (83 | ) | - | - | (83 | ) | |||||||||||||
Translation differences | - | (7 | ) | (21 | ) | - | (28 | ) | ||||||||||||
Balance as of December 31, 2023 | 3,969 | 16,071 | 639 | 586 | 21,265 | |||||||||||||||
Accumulated depreciation: | ||||||||||||||||||||
Balance as of January 1, 2023 | 883 | 12,391 | 316 | 270 | 13,860 | |||||||||||||||
Depreciation during the year | 311 | 1,414 | 237 | 42 | 2,004 | |||||||||||||||
Disposals | - | (83 | ) | - | - | (83 | ) | |||||||||||||
Translation differences | - | (2 | ) | (1 | ) | - | (3 | ) | ||||||||||||
Balance as of December 31, 2023 | 1,194 | 13,720 | 552 | 312 | 15,778 | |||||||||||||||
Net book value: | ||||||||||||||||||||
As of December 31, 2023 | 2,775 | 2,351 | 87 | 274 | 5,487 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Leasehold improvements | Computers and peripheral equipment | Rented POS devices | Machines and equipment | Total | ||||||||||||||||
US Dollars in thousands | ||||||||||||||||||||
Cost: | ||||||||||||||||||||
Balance as of January 1, 2022 | 3,638 | 6,245 | 523 | 547 | 10,953 | |||||||||||||||
Additions | 79 | 1,388 | 227 | 39 | 1,733 | |||||||||||||||
Acquired through business combinations | 239 | 8,043 | - | - | 8,282 | |||||||||||||||
Disposals | - | (269 | ) | - | - | (269 | ) | |||||||||||||
Translation differences | - | (27 | ) | (144 | ) | - | (171 | ) | ||||||||||||
Balance as of December 31, 2022 | 3,956 | 15,380 | 606 | 586 | 20,528 | |||||||||||||||
Accumulated depreciation: | ||||||||||||||||||||
Balance as of January 1, 2022 | 511 | 3,772 | 215 | 230 | 4,728 | |||||||||||||||
Depreciation during the year | 372 | 1,271 | 113 | 40 | 1,796 | |||||||||||||||
Disposals | - | (265 | ) | - | - | (265 | ) | |||||||||||||
Acquisitions during the year | - | 7,622 | - | - | 7,622 | |||||||||||||||
Translation differences | - | (9 | ) | (12 | ) | - | (21 | ) | ||||||||||||
Balance as of December 31, 2022 | 883 | 12,391 | 316 | 270 | 13,860 | |||||||||||||||
Net book value: | ||||||||||||||||||||
As of December 31, 2022 | 3,073 | 2,989 | 290 | 316 | 6,668 |
Leasehold improvements | Computers and peripheral equipment | Rented POS devices | Machines and equipment | Total | ||||||||||||||||
US Dollars in thousands | ||||||||||||||||||||
Cost: | ||||||||||||||||||||
Balance as of January 1, 2021 | 2,452 | 4,889 | 407 | 450 | 8,198 | |||||||||||||||
Additions | 1,186 | 1,372 | 100 | 97 | 2,755 | |||||||||||||||
Acquired through business combinations | 3 | - | - | 3 | ||||||||||||||||
Disposals | - | (26 | ) | - | - | (26 | ) | |||||||||||||
Translation differences | - | 7 | 16 | - | 23 | |||||||||||||||
Balance as of December 31, 2021 | 3,638 | 6,245 | 523 | 547 | 10,953 | |||||||||||||||
Accumulated depreciation: | ||||||||||||||||||||
Balance as of January 1, 2021 | 289 | 2,646 | 154 | 62 | 3,151 | |||||||||||||||
Depreciation during the year | 222 | 1,148 | 61 | 168 | 1,599 | |||||||||||||||
Disposals | - | (26 | ) | - | - | (26 | ) | |||||||||||||
Translation differences | - | 4 | - | - | 4 | |||||||||||||||
Balance as of December 31, 2021 | 511 | 3,772 | 215 | 230 | 4,728 | |||||||||||||||
Net book value: | ||||||||||||||||||||
As of December 31, 2021 | 3,127 | 2,473 | 308 | 317 | 6,225 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Capitalized Development costs ** | Distribution rights and Brand* | Customer relationships purchased * | Technology ** | Goodwill (a) | Patents ** | Total | ||||||||||||||||||||||
US Dollars in thousands | ||||||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||
Balance as of January 1, 2023 | 49,806 | 5,292 | 8,884 | 4,456 | 10,196 | 806 | 79,440 | |||||||||||||||||||||
Additions | 16,773 | - | - | - | - | - | 16,773 | |||||||||||||||||||||
Acquired through business combinations | - | 3,031 | 7,092 | 20,148 | 2,814 | - | 33,085 | |||||||||||||||||||||
Disposals | (138 | ) | - | - | - | - | - | (138 | ) | |||||||||||||||||||
Translation differences | (26 | ) | - | (60 | ) | (30 | ) | (144 | ) | - | (260 | ) | ||||||||||||||||
Balance as of December 31, 2023 | 66,415 | 8,323 | 15,916 | 24,574 | 12,866 | 806 | 128,900 | |||||||||||||||||||||
Accumulated amortization: | ||||||||||||||||||||||||||||
Balance as of January 1, 2023 | 18,206 | 2,261 | 1,693 | 2,055 | - | 109 | 24,324 | |||||||||||||||||||||
Amortization | 5,386 | 315 | 1,574 | 984 | - | 62 | 8,321 | |||||||||||||||||||||
Disposals | (138 | ) | - | - | - | - | - | (138 | ) | |||||||||||||||||||
Translation differences | (3 | ) | - | (7 | ) | (8 | ) | - | - | (18 | ) | |||||||||||||||||
Balance as of December 31, 2023 | 23,451 | 2,576 | 3,260 | 3,031 | - | 171 | 32,489 | |||||||||||||||||||||
Net book value: | ||||||||||||||||||||||||||||
As of December 31, 2023 | 42,964 | 5,747 | 12,656 | 21,543 | 12,866 | 635 | 96,411 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Capitalized Development costs ** | Distribution rights * | Customer relationships purchased * | Technology ** | Goodwill (a) | Patents ** | Total | ||||||||||||||||||||||
US Dollars in thousands | ||||||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||
Balance as of January 1, 2022 | 34,209 | 5,292 | 4,188 | 2,921 | 8,271 | 806 | 55,687 | |||||||||||||||||||||
Additions | 14,615 | - | - | - | - | - | 14,615 | |||||||||||||||||||||
Acquired through business combinations | 1,261 | - | 5,046 | 1,711 | 2,724 | - | 10,742 | |||||||||||||||||||||
Translation differences | (279 | ) | - | (350 | ) | (176 | ) | (799 | ) | - | (1,604 | ) | ||||||||||||||||
Balance as of December 31, 2022 | 49,806 | 5,292 | 8,884 | 4,456 | 10,196 | 806 | 79,440 | |||||||||||||||||||||
Accumulated amortization: | ||||||||||||||||||||||||||||
Balance as of January 1, 2022 | 13,454 | 1,996 | 843 | 1,546 | - | 47 | 17,886 | |||||||||||||||||||||
Amortization | 3,642 | 265 | 902 | 564 | - | 62 | 5,435 | |||||||||||||||||||||
Acquisitions during the year | 1,116 | - | 1,116 | |||||||||||||||||||||||||
Translation differences | (6 | ) | - | (52 | ) | (55 | ) | - | - | (113 | ) | |||||||||||||||||
Balance as of December 31, 2022 | 18,206 | 2,261 | 1,693 | 2,055 | - | 109 | 24,324 | |||||||||||||||||||||
Net book value: | ||||||||||||||||||||||||||||
As of December 31, 2022 | 31,600 | 3,031 | 7,191 | 2,401 | 10,196 | 697 | 55,116 |
Capitalized Development costs ** | Distribution rights * | Customer relationships purchased * | Technology ** | Goodwill (a) | Patents ** | Total | ||||||||||||||||||||||
US Dollars in thousands | ||||||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||
Balance as of January 1, 2021 | 27,477 | 5,292 | 1,636 | 2,111 | 3,478 | 806 | 40,800 | |||||||||||||||||||||
Additions | 6,708 | - | - | - | - | - | 6,708 | |||||||||||||||||||||
Acquired through business combinations | - | - | 2,478 | 769 | 4,615 | - | 7,862 | |||||||||||||||||||||
Disposals | (30 | ) | - | - | - | - | - | (30 | ) | |||||||||||||||||||
Translation differences | 54 | - | 74 | 41 | 178 | - | 347 | |||||||||||||||||||||
Balance as of December 31, 2021 | 34,209 | 5,292 | 4,188 | 2,921 | 8,271 | 806 | 55,687 | |||||||||||||||||||||
Accumulated amortization: | ||||||||||||||||||||||||||||
Balance as of January 1, 2021 | 10,244 | 1,730 | 423 | 1,015 | - | - | 13,412 | |||||||||||||||||||||
Amortization | 3,240 | 266 | 407 | 523 | - | 47 | 4,483 | |||||||||||||||||||||
Disposals | (30 | ) | - | - | - | - | - | (30 | ) | |||||||||||||||||||
Translation differences | - | - | 13 | 8 | - | - | 21 | |||||||||||||||||||||
Balance as of December 31, 2021 | 13,454 | 1,996 | 843 | 1,546 | - | 47 | 17,886 | |||||||||||||||||||||
Net book value: | ||||||||||||||||||||||||||||
As of December 31, 2021 | 20,755 | 3,296 | 3,345 | 1,375 | 8,271 | 759 | 37,801 |
* | Amortization of customer relationship and distribution rights are included under selling, general and administrative expenses. |
** | Amortization of technology, patents and development costs are included in “depreciation and amortization in respect of technology, patents and capitalized development costs”. |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) | Goodwill |
1. | Retail Pro International LLC. - As part of the business combination for the purchase of Retail Pro International LLC. (hereinafter – "RPI") the Company recognized goodwill in the total amount of $2,814 thousand (see note 6). The following key assumptions were used to determine the value in use of the CGU as at December 31, 2023: |
RPI | ||||
Growth rate | 3 | % | ||
Discount rate | 16.1 | % |
2. | On Track Innovations Ltd. - As part of the business combination for the purchase of On Track Innovations Ltd. (hereinafter – "OTI") the Company recognized goodwill in the total amount of $2,724 thousand. The following key assumptions were used to determine the value in use of the CGU as at December 31, 2023: |
OTI | ||||
Growth rate | 3 | % | ||
Discount rate | 18.9 | % |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) | Goodwill (continued): |
3. | Nayax Retail - As part of the business combination for the purchase of Nayax Retail Ltd. (hereinafter – "Nayax Retail"). As part of the business combination related to the acquisition of Nayax Retail, the Company recognized intangible assets (goodwill) in the total amount of $2,358 thousand. |
Retail | ||||
Growth rate | 3 | % | ||
Discount rate | 22.1 | % |
4. | Weezmo - As part of the business combination related to the acquisition of Weezmo, intangible assets of goodwill at $4,078 thousand were recognized. |
Weezmo | ||||
Growth rate | 3 | % | ||
Discount rate | 21 | % |
5. | Vendsys - As part of the business combination related to the acquisition of Greenhithe Software Solutions Ltd (hereinafter – "VendSys") the Company recognized goodwill in the total amount of $891 thousand. The following key assumptions were used to determine the value in use of the CGU as at December 31, 2023 |
Vendsys | ||||
Growth rate | 4 | % | ||
Discount rate | 12 | % |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
a. | Short-term bank credit(*) |
1) | The company is a party to a short-term credit facility with an Israeli bank with commitments totaling $15 million (NIS 54 million). As of December 31, 2023, a total of $11 million (NIS 42 million) was outstanding under the short-term credit facility. The short-term credit facility bears a prime based variable interest rate. |
2) | In May 2023 the company received a short-term credit facility in the amount of NIS 17 million from an Israeli bank that bears a prime based variable interest rate. |
3) | In July 2023, the Company entered into an additional short-term credit facility with an Israeli bank in the amount of $9.75 million, which was later increased to $30 million. The short-term credit facility bears a prime based variable interest rate. In November 2023, the same bank approved an additional loan amount of $17 million that will be used as a bridge loan for the purchase of Retail Pro’s intellectual property and the purchase of all of Retail Pro’s equity rights by a fully owned subsidiary of the company. |
b. | As of December 31, 2023, a wholly owned subsidiary of the Company has a short-term loan of $2 million (NIS 7.2 million) from an Israeli bank. The short-term loan bears a foreign exchange market variable interest rate. The loan is renewed monthly, in the Company’s sole discretion. |
December 31, | ||||||||
2023 | 2022 | |||||||
US Dollars in thousands | ||||||||
Long-term bank loans | 1,428 | 2,496 | ||||||
Less - current maturities | (1,101 | ) | (1,052 | ) | ||||
327 | 1,444 |
1) | In May 2020, the Company received a long-term loan from the Bank, backed by a government guarantee, in the amount of NIS 15 million ($4.25 million). The loan bears interest of Prime + 1.5%, payable monthly beginning in May 2021. The loan's principal will be returned in 48 monthly installments beginning in May 2021. |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 - LONG-TERM LOANS FROM OTHERS
December 31, | ||||||||
2023 | 2022 | |||||||
US Dollars in thousands | ||||||||
Long-term loans from others * | 3,920 | 7,367 | ||||||
Less – current maturities | (3,601 | ) | (3,585 | ) | ||||
319 | 3,782 |
a. | In February 2020, the Group received a loan in the amount of Euro 3.5 million ($3.8 million). The loan bears effective annual interest of 4.74% and is being returned in 24 equal monthly instalments beginning in February 2021. In March 2021, following the COVID crisis, the Company received an approval to defer repayment of the said loan by six months and was fully repaid during 2023. |
b. | In December 2, 2022 the company received an additional loan in the amount of Euro 6.5 million ($6,850 million). The additional amount bears effective annual interest rate of 10% and is being returned by an equal 25 instalments where the last payment is expected to be on January 2025. |
NOTE 15 - OTHER LONG-TERM LIABILTIES
Composition of other long-term liabilities, net of current maturities
December 31, | ||||||||
2023 | 2022 | |||||||
US Dollars in thousands | ||||||||
Contingent consideration, see note 6 (*) | 12,141 | 1,006 | ||||||
Liability for forward contract for acquisitions (**) | 1,485 | 1,536 | ||||||
Other | 531 | 738 | ||||||
14,157 | 3,280 |
(*) | With regards to liability for contingent payment as of December 31, 2023, the company recognized a contingent liability as part of the acquisition of RPI, see note 6. As of December 31, 2022 the long-term employee benefit, which was not included in the application of the purchase method to the acquisition of VendSys is estimated at $1,006 thousand. |
(**) | The Company issued to Tigapo a put option enabling an additional investment of up to $1 million. The put option is a liability financial instrument measured at fair value through profit or loss. As of December 31, 2023 and 2022, the put option was valued in the amount of $1,485 and $1,536 thousands. |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 - INCOME TAXES
a. | Taxation of the Company in Israel |
1) | Tax rates: |
2) | In December 2020, the Company received an in-agreement tax ruling, indicating that the enterprise of the Company meets the definition of a Technological Preferred Enterprise, and that the income of the Company from selling POS devices, provision of processing SaaS are deemed "technology income" as defined by Section 51 to the Encouragement of Capital Investment Law, 1959 (hereinafter - "the Law"), which are subject to 12% tax, while income attributed to production are "preferred income", as this term is defined by Section 51 to the Law, which are subject to 16% or 7.5%. tax (depending on the production activity place). This tax ruling applies to the Company beginning in the 2020 tax year through 2024. |
3) | In February 7, 2021, the Company received an in-agreement tax ruling, indicating that the restructuring that the Company completed during 2022 which holding the entire (100%) share capital of Dually, is tax exempt. |
b. | Taxation of subsidiaries outside of Israel |
c. | Carry forward losses |
d. | Tax assessments |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 - INCOME TAXES (continued):
e. | Tax rate reconciliation: |
For the year ended December 31, | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
US Dollars in thousands | ||||||||||||
Loss before taxes on income | (14,672 | ) | (37,058 | ) | (24,137 | ) | ||||||
Tax rate | 23 | % | 23 | % | 23 | % | ||||||
Theoretical tax benefit | 3,375 | 8,523 | 5,551 | |||||||||
Share-based payment expenses which are not deductible | (1,388 | ) | (2,012 | ) | (2,035 | ) | ||||||
Carry forward losses without deferred taxes recognition | (3,176 | ) | (6,872 | ) | (3,249 | ) | ||||||
Other | (26 | ) | (90 | ) | (899 | ) | ||||||
Effective tax expenses | (1,215 | ) | (451 | ) | (632 | ) |
f. | Deferred income tax: |
Intangible assets | Provisions for employee rights | Other | Losses for tax purposes | Total | ||||||||||||||||
US Dollars in thousands | ||||||||||||||||||||
Balance at January 1, 2023 | (1,074 | ) | 44 | 44 | 193 | (793 | ) | |||||||||||||
Change in 2023: | - | |||||||||||||||||||
Recognized in income statement | (421 | ) | 535 | (44 | ) | 224 | 294 | |||||||||||||
Deferred taxes created in acquisition of subsidiary | (2,626 | ) | - | - | - | (2,626 | ) | |||||||||||||
Recognized in translation currency difference reserve | 17 | - | - | - | 17 | |||||||||||||||
Balance at December 31, 2023 | (4,104 | ) | 579 | - | 417 | (3,108 | ) |
Balance at January 1, 2022 | (1,111 | ) | - | - | 23 | (1,088 | ) | |||||||||||||
Change in 2022: | - | |||||||||||||||||||
Recognized in income statement | (77 | ) | 44 | 44 | 170 | 181 | ||||||||||||||
Recognized in translation currency difference reserve | 114 | - | - | - | 114 | |||||||||||||||
Balance at December 31, 2022 | (1,074 | ) | 44 | 44 | 193 | (793 | ) |
Balance at January 1, 2021 | (998 | ) | 208 | 91 | 414 | (285 | ) | |||||||||||||
Change in 2021: | ||||||||||||||||||||
Recognized in income statement | 665 | (208 | ) | (91 | ) | (391 | ) | (25 | ) | |||||||||||
Deferred taxes created in acquisition of subsidiary | (747 | ) | - | - | - | (747 | ) | |||||||||||||
Recognized in translation currency difference reserve | (31 | ) | - | - | - | (31 | ) | |||||||||||||
Balance at December 31, 2021 | (1,111 | ) | - | - | 23 | (1,088 | ) |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 - INCOME TAXES (continued):
f. | Deferred income tax (continued): |
December 31, | ||||||||
2023 | 2022 | |||||||
US Dollars in thousands | ||||||||
Non-current assets | - | - | ||||||
Non-current liabilities | (3,108 | ) | (793 | ) | ||||
(3,108 | ) | (793 | ) |
g. | Taxes on income included in profit or loss: |
For the year ended December 31, | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
US Dollars in thousands | ||||||||||||
Current tax expenses | (1,509 | ) | (632 | ) | (607 | ) | ||||||
Deferred tax income (expenses) | 294 | 181 | (25 | ) | ||||||||
(1,215 | ) | (451 | ) | (632 | ) |
a. | Composition: |
Number of shares | In thousands | |||||||||||||||
Authorized | Issued and paid | Authorized | Issued and paid | |||||||||||||
December 31, 2023 | December 31, 2023 | |||||||||||||||
Ordinary shares | 70,000,000 | 33,326,736 | 70,000 | 33,327 |
Number of shares | In thousands | |||||||||||||||
Authorized | Issued and paid | Authorized | Issued and paid | |||||||||||||
December 31, 2022 | December 31, 2022 | |||||||||||||||
Ordinary shares | 70,000,000 | 32,956,004 | 70,000 | 32,956 |
Number of shares | In thousands | |||||||||||||||
Authorized | Issued and paid | Authorized | Issued and paid | |||||||||||||
December 31, 2021 | December 31, 2021 | |||||||||||||||
Ordinary shares | 70,000,000 | 32,752,242 | 70,000 | 32,752 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 – CAPITAL AND RESERVES (continued):
a. | Composition (continued): |
b. | Share-based payment: |
1. | Replacement of options allotted under the 2013 Plan by options under the 2018 Plan: On October 15, 2020, the Company's Board of Directors resolved to offer holders of options offered under the 2013 Plan in the capital gains track with a trustee under Section 102(b)(2) to the Israel Income Tax |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
b. | Share-based payment (continued): |
2. | January 2021 award: On January 7, 2021, the Company allotted to two employees of the Company 40,000 options each (a total of 80,000 options) under the 2018 Plan. | |
The vesting period of the options is four years, where 25% of the options vest on the first anniversary of grant date, and after that, additional 6.25% of the options vest on the last day of each subsequent calendar quarter. Options not exercised by the fifth anniversary of grant date will expire. |
3. | March 2021 award: On March 24, 2021, the Company allotted 282,500 options to employees of the Company and subsidiaries under the 2018 Plan. The exercise price of 253,000 options is $6.7 each (hereinafter: "Part C Options") and the exercise price of 29,500 options that were allotted to employees of subsidiaries in the US is $19.5 each (hereinafter: "Part D Options"). |
4. | May 2021 award: On May 13, 2021, the Company allotted Mr. Yair Nechmad and Mr. David Ben Avi 725,000 options each, which are convertible into ordinary Company shares. The options shall vest over a five-year period (through 2025), subject to attaining the following targets: |
a. | To the extent that revenue growth of the Company in any given calendar year over the preceding calendar year (beginning in 2021, relative to 2020) is at least 30%, and subject to a gross profit rate of not less than 40% in that calendar year, 75,000 options will vest and be exercisable into ordinary shares of the Company over a five-year period. |
b. | Additionally to the options vested in accordance with paragraph a. above, for revenue growth of the Company in any given calendar year over the preceding calendar year (beginning in 2021, relative to 2020) of at least 30% and up to 45%, and subject to a gross profit rate of not less than 40% in that calendar year, up to 70,000 additional options will vest and be exercisable into ordinary shares of the Company over a five-year period, with the number of options vesting under this paragraph calculated linearly, based on the revenue growth rate of between 30% and 45% over the previous year. |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
b. | Share-based payment (continued): |
5. | August 2021 award: On August 22, 2021, the Company's board of directors approved an allotment to employees of the Company and subsidiaries and to service providers of 196,750 options under the 2018 Plan and of 50,000 restricted share units (RSUs). The vesting period of the options and RSUs is the same as March 2021 award. |
6. | November 2021 award: On November 11, 2021, the Company's board of directors approved an allotment to employees of the Company and subsidiaries of 167,500 options under the 2018 Plan. The vesting period of 127,500 options is the same as March 2021 award and the vesting period of 40,000 options is three years, with 25% of the options vest on the grant date, and after that, additional 6.25% of the options vest on the last day of each subsequent calendar quarter. Options not exercised by the end of the quarter following the end of vesting period will expire. |
7. | March 28, 2022 award: On March 28, 2022, the Company allotted 215,500 options and 45,000 restricted share units (RSUs) to employees of the Company and subsidiaries. |
8. | June 30, 2022 award: On June 30, 2022, the Company allotted 170,000 options and 6,000 restricted share units (RSUs) to employees of the Company and subsidiaries. |
9. | September 29, 2022 award: On September, 2022, the Company allotted 54,500 options and 18,600 restricted share units (RSUs) to employees of the Company and subsidiaries. |
10. | December 20, 2022 award: On December, 2022, the Company allotted 10,667 restricted share units (RSUs) to employees of the Company and subsidiaries. |
11. | June 26, 2023 award: the Company allotted 27,500 options and 137,524 restricted share units (RSUs) to employees of the Company and subsidiaries. The vesting period of the options and RSUs is 4 years, with 25% of the options vest on the first anniversary of grant date, and after that, additional 6.25% of the options vest on the last day of each subsequent calendar quarter. Options not exercised within 5 years of inception date will expire. |
12. | November 30, 2023 award: the Company allotted 96,731 restricted share units (RSUs) to employees of the Company and subsidiaries. The vesting period of the RSUs is 4 years, with 25% of the RSU will vest on the first anniversary of grant date, and after that, additional 6.25% of the RSU's will vest on the last day of each subsequent calendar quarter. |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
b. | Share-based payment (continued): |
Allotment date | Share price | Exercise price | Expected option life | Risk-free interest rate | Average standard deviation (**) | Option fair value |
November, 2023– RSUs | $19.57 | - | - | - | - | $19.57 |
June 26, 2023 – Options | $19.34 | $18.83 | 5 | 3.96% | 67.80% | $11.03 |
June 26, 2023 – RSUs | $19.34 | - | - | - | - | $19.34 |
The weighted average for 2023 | $19.92 | - | - | - | - | $19.92 |
The weighted average for 2022 | $11.1 | - | - | - | - | $11.1 |
The weighted average for 2021 | $17.3 | - | - | - | - | $17.3 |
December 20, 2022 - RSUs | $19.7 | - | - | - | - | $19.7 |
September 29, 2022 – Options | $23.9 | 25.5 | 5 | 3.98% | 54.45% | $11.8-$23.9 |
September 29, 2022 - RSUs | $23.9 | - | - | - | - | $23.9 |
June 30, 2022 – Options | $18.5 | $16.7 | 5 | 3.01% | 54% | $9.7-$10.8 |
June 30, 2022 – RSUs | $18.5 | - | - | - | - | $18.5 |
March 28, 2022 – Options | $18.4 | $20.4 | 5 | 2.50% | 56% | $8.7 |
March 28, 2022 – RSUs | $18.4 | - | - | - | - | $18.4 |
November 11, 2021 | $39 | $6.7/$38.8 | 5.25 | 1.21% | 55% | $19/$33.2 |
August 22, 2021 – Options | $31.7 | $30.6 | 5.25 | 0.83% | 55% | $15.5 |
August 22, 2021 – RSUs | $31.7 | - | - | - | - | $31.7 |
May 13, 2021 | $31.9 | $31.9 | 5.88-9.88 | 1.05%-1.65% | 53.1%-54.67% | $16.2-$20.1 |
March 24, 2021 – Part C Options | $19.5 | $6.7 | 5.25 | 0.88% | 50% | $14.1 |
March 24, 2021 – Part D Options | $19.5 | $19.5 | 5.25 | 0.88% | 50% | $8.7 |
January 7, 2021 – Part A Options | $9.7 | $6.7 | 5 | 0.46% | 51% | $5.3 |
January 7, 2021 – Part B Options | $9.7 | NIS 0.001 | 5 | 0.46% | 51% | $9.7 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
b. | Share-based payment (continued): |
December 31, 2023 | December 31, 2022 | December 31, 2021 | ||||||||||||||||||||||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |||||||||||||||||||
Number of options and RSU outstanding at beginning of year | 3,823,052 | 19.3 | 3,633,778 | 19.1 | 1,830,695 | 6.0 | ||||||||||||||||||
Options and RSU granted (1) | 264,256 | 18.8 | 520,767 | 16.5 | 2,226,750 | 27.5 | ||||||||||||||||||
Options exercised | (370,732 | ) | 6.57 | (203,748 | ) | 5.0 | (231,962 | ) | 5.3 | |||||||||||||||
Options forfeited | (366,633 | ) | 26.1 | (126,211 | ) | 17.0 | (140,719 | ) | 8.5 | |||||||||||||||
Options expired | (10,823 | ) | 14.76 | (1,534 | ) | 6.7 | (50,986 | ) | 5.3 | |||||||||||||||
Options and RSU outstanding at end of year | 3,339,120 | 17.84 | 3,823,052 | 19.3 | 3,633,778 | 19.1 | ||||||||||||||||||
Options and RSU exercisable at end of year | 1,550,358 | 11.67 | 1,502,887 | 12.3 | 928,970 | 5.6 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18 - REVENUES
For the year ended December 31, | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
US Dollars in thousands | ||||||||||||
Revenue from the sale of integrated POS devices | 84,406 | 68,726 | 47,987 | |||||||||
Recurring revenue: | ||||||||||||
SaaS revenue | 58,920 | 45,274 | 34,641 | |||||||||
Payment processing fee | 92,165 | 59,514 | 36,506 | |||||||||
151,085 | 104,788 | 71,147 | ||||||||||
235,491 | 173,514 | 119,134 |
NOTE 19 - COST OF REVENUES
For the year ended December 31, | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
US Dollars in thousands | ||||||||||||
Cost of integrated POS devices sales | 68,433 | 62,872 | 40,165 | |||||||||
Cost of recurring revenue | 78,765 | 50,604 | 30,805 | |||||||||
147,198 | 113,476 | 70,970 |
NOTE 20 - RESEARCH AND DEVELOPMENT EXPENSES
For the year ended December 31, | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
US Dollars in thousands | ||||||||||||
Payroll and related expenses | 15,309 | 14,820 | 12,970 | |||||||||
Suppliers and subcontractors | 3,416 | 4,193 | 2,557 | |||||||||
Office and maintenance | 684 | 602 | 539 | |||||||||
Share-based payment | 1,148 | 1,279 | 1,846 | |||||||||
Depreciation and amortization | 1,371 | 1,238 | 1,128 | |||||||||
21,928 | 22,132 | 19,040 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21 - SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
For the year ended December 31, | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
US Dollars in thousands | ||||||||||||
Payroll and related expenses | 36,520 | 32,402 | 24,141 | |||||||||
Share-based payment | 4,627 | 7,097 | 7,004 | |||||||||
Office and maintenance | 2,749 | 2,365 | 1,814 | |||||||||
Advertising and sales promotion | 2,192 | 2,599 | 1,612 | |||||||||
Depreciation and amortization | 4,444 | 3,366 | 2,199 | |||||||||
Computers and IT systems maintenance | 5,196 | 4,452 | 2,396 | |||||||||
Professional fees | 8,443 | 5,903 | 2,718 | |||||||||
Provision for credit losses and bad debts | - | 630 | 1,019 | |||||||||
Other expenses | 6,149 | 5,278 | 2,476 | |||||||||
70,320 | 64,092 | 45,379 |
For the year ended December 31, | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
US Dollars in thousands | ||||||||||||
Interest on bank loans and bank fees | 1,704 | 993 | 964 | |||||||||
Change in fair value options | 310 | (423 | ) | 414 | ||||||||
Finance expenses in respect of loans from others | 591 | 70 | 217 | |||||||||
Finance expenses in respect of shareholders and related companies | (24 | ) | (15 | ) | 136 | |||||||
Finance expenses in respect of other liabilities | 161 | 167 | 202 | |||||||||
Finance expenses in respect of leases liabilities | 330 | 260 | 214 | |||||||||
Financing income in respect of finance sub-lease | (17 | ) | - | (2 | ) | |||||||
Exchange rate differences | (767 | ) | 1,968 | (490 | ) | |||||||
2,288 | 3,020 | 1,655 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23 - LOSS PER SHARE
a. | Basic |
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue.
For the year ended December 31, | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
Loss for the year attributed to holders of | ||||||||||||
ordinary shares (US Dollars in thousands) | (15,887 | ) | (37,509 | ) | (24,763 | ) | ||||||
Weighted average of number of ordinary shares | ||||||||||||
in issue (in thousands) | 33,149 | 32,817 | 30,191 | |||||||||
Basic loss per ordinary share (in dollars) | (0.479 | ) | (1.143 | ) | (0.820 | ) |
b. | Diluted |
Thousands of shares | ||||||||||||
As of December 31, | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
Options and RSU issued as part of share-based payment | 3,339 | 3,823 | 3,634 |
a. | Transactions with related parties: |
For the year ended December 31, | ||||||||||||
2023 | 2022 | 2021 | ||||||||||
US Dollars in thousands | ||||||||||||
Payroll, options and payments to related parties employed by the Company | 2,671 | 5,378 | 6,512 | |||||||||
Payroll to directors | 176 | 207 | 25 | |||||||||
Transactions - associated companies | 2,202 | 766 | 900 | |||||||||
Shareholders – interest expenses, net | - | - | 141 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
b. | Balances with related parties: |
December 31, | ||||||||
2023 | 2022 | |||||||
US Dollars in thousands | ||||||||
Receivables – associated companies | 3,555 | 983 | ||||||
Trade payables – related companies and parties | 97 | 95 | ||||||
Other payables – related companies and parties | 41 | 42 |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
c. | Related parties' employment terms: |
1) | Employment terms of controlling shareholder and director – Mr. Yair Nechmad – for his service as the Company’s CEO: |
2) | The employment terms of controlling shareholder and director, Mr. David Ben Avi, for his service as the Company’s CTO: |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
c. | Related parties' employment terms: (continued): |
3) | Payments to Mr. Amir Nechmad – controlling shareholder and director |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
c. | Related parties' employment terms (continued): |
4) | Directors insurance: |
5) | On March 9, 2021, the Company's controlling shareholders – Mr. Amir Nechmad, Mr. Yair Nechmad, Yair Nechmad Ltd (for the purpose of the shareholders agreement, Yair Nechmad and Yair Nechmad Ltd are considered as a single shareholder) and Mr. David Ben Avi ("the Controlling Shareholders") – entered into a shareholders' agreement ("the Shareholders' Agreement"). The agreement formalizes the issue of their voting on different matters, including the appointment of directors, and sets certain limitations on the transfer of Company shares, including a first right to offer in relation to the sale of shares on and off a stock exchange, a tag along right and liens on shares. The effective date of the Shareholders' Agreement is September 30, 2020. |
a. | Liens |
NAYAX LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 25 - LIENS, GUARANTEES AND COMMITMENTS (continued):
b. | Contingent liability |
c. | Commitments |
1. | As part of an agreement with a European acquire payment processor for the provision of loans, the Group has undertaken in December 4, 2022 to reach, in aggregate, a minimum processing turnover of Euro 250 million ($264 million) transactions per month and to reach minimum turnover of 3.5 million transactions per annum which includes at least 55% through Visa credit. The agreement stipulates that in the event that the Group fails to meet the assignable thresholds, the event shall constitute a breach event (as defined in the agreement), which will establish a contractual right for the acquirer the right to demand of an immediate repayment of the outstanding balance of the loans. |
2. | In November 2016 and February 2018, the Company and the European acquire payment processor entered into a processing agreement where under the Group undertakes to reach a minimum processing turnover in Europe. Furthermore, under the agreement a minimum fee will be paid out of the processing funds that are cleared using the processing agency’s services. In 2020, the Company signed an agreement to extend the terms of minimum processing turnover until December 31, 2025. As of December 31, 2023 and the date of these financial statements, no changes regarding to processing agreement took place. |
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