6-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2023

Commission File Number: 001-41641

SHL TELEMEDICINE LTD.

(Translation of registrant’s name into English)

90 Yigal Alon Street

Tel Aviv 67891, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒                Form 40-F ☐

EXPLANATORY NOTE

This Amendment No. 1 to the Report on Form 6-K originally filed by SHL Telemedicine Ltd. (the “Company”) with the Securities and Exchange Commission on September 21, 2023 (the “Form 6-K”), is being filed solely to provide the Company’s unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2023, formatted in Inline eXtensible Business Reporting Language (“iXBRL”) as Exhibit 101 in accordance with Rule 405 of Regulation S-T and paragraph C.(6)(a)(ii) of the General Instructions to Form 6-K. Such unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2023, were previously filed without iXBRL as part of Exhibit 99.3 to the Form 6-K.

Other than as expressly set forth above, this Form 6-K/A does not, and does not purport to, amend, update or restate the information in any other item of the Form 6-K, or reflect any events that have occurred after the Form 6-K was originally filed.

This Form 6-K/A is incorporated by reference into the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 9, 2023 (Registration No. 333-272546).

Exhibit	Description
99.1	Press release, dated June September 21, 2023, with respect to half-year 2023 financial results.
99.2	Investor Presentation issued on September 21, 2023, with respect to half-year 2023 financial results.
99.3	Report with respect to half-year 2023 fiscal results, which contains unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2023.
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SHL Telemedicine Ltd.

	By:	/s/ Amir Hai
		Amir Hai
		Chief Financial Officer
September 28, 2023

EX-99.1

Exhibit 99.1

 

Press release

Ad hoc announcement pursuant to Art. 53 LR

SHL announces half-year results 2023 – strategic moves to accelerate growth

Tel Aviv / Zurich / New York, 21 September 2023 – SHL Telemedicine Ltd. (NASDAQ: SHLT; SIX Swiss Exchange: SHLTN) (“SHL” or the “Company”), a leading provider and developer of advanced personal telemedicine solutions, announced today its results for half-year 2023, emphasizing stable revenues and strategic growth initiatives.

In H1 2023, SHL maintained stable revenues while making significant strategic advancements across all operations. The Company made substantial investments in Germany, where it launched the Doctors’ Virtual Visits services and then witnessed a steady increase in the adoption of the service. In the US, the Company witnessed the growing utilization and distribution of the SmartHeart® ECG platform by top-tier strategic customers, with ongoing rollouts to CVS MinuteClinic locations. Moreover, the Company’s long-standing operations in Israel remained robust and profitable.

H1 2023 Financial Highlights:

*All comparable previous periods figures are in constant currency¹.

● Total revenues rose to USD 29.0m, a slight increase from USD 28.8m in 1HY2022.

● Revenues from the Company’s operation in Israel increased by 3% compared to 1HY2022, with revenues standing at USD 21.6m.

● Revenues from the Company’s operation in Germany amounted to USD 6.8m, slightly down from USD 7.0m in 1HY2022 but up from USD 6.7m in 2HY2022.

● Adjusted EBITDA² for the Company was USD 0.4m, similar to USD 0.6m in 2HY2022 and down from USD 3.1m in 1HY2022, mainly due to increased investment in Germany and in USA as well as Nasdaq® listing expenses.

● Cash on hand and short-term cash investments as of June 30, 2023, remain robust at USD 29.4m.

● Net loss was USD 2.1m, compared to a net loss of USD 0.1m in 1HY2022.

¹ Constant currency – to enable meaningful comparison between 1HY2023 and 2022 results, 2022 results are also presented at 1HY2023 exchange rates which are calculated as annual average based on the average monthly exchange rates of each of the USD and the EUR versus the NIS, as published by the Bank of Israel. The management believes that this presentation enables a more meaningful comparison between the periods due to the significant fluctuations in NIS/USD/EUR exchange rates during the period.

² Please see the EBITDA, Adjusted EBITDA and Adjusted EBIT Table below, and Reconciliation Table of Adjusted EBITDA and Adjusted EBIT to net profit each presented below as required by the rules of the U.S. Securities and Exchange Commission with respect to non-GAAP financial measures.

 

Strategic Developments and Upcoming Highlights:

● In the US, SHL has adjusted its strategy to prioritize direct-to-consumer sales of the SmartHeart® ECG, viewing it as a move of considerable strategic importance. The direct-to-consumer sales are anticipated to begin in the second half of 2023, and SHL will utilize its extensive network of US cardiologists for remote ECG evaluations. In parallel, the Company is optimistically awaiting the results from the HELP-MI clinical trial conducted by Mayo Clinic which they believe will hold significant value for its B2B plan of introducing the SmartHeart® platform to hospital systems.

● The Company continues to see growing utilization of its SmartHeart® platform by its Tier1 strategic customers including through the deployment of SmartHeart® in the CVS Minute Clinics.

● The Company is eagerly anticipating the outcomes of clinical trials led by Mayo Clinic and Imperial College London, both relating to the utilization of SmartHeart® 12-lead ECG technology for remote monitoring of post-MI (heart attack) patients at home, examining the reduction in the rate of visits to Emergency Department and hospital readmissions. Preliminary results showcased at the Imperial Vulnerable Plaque and Patient Meeting 2023 (VPM) indicate significant benefits, reinforcing SHL's position in the field.

● In Israel, SHL's B2C subscription activity is showing growth, and the Company has begun introducing new products and services this year, despite local political challenges, thus expanding the use of both its B2C and B2B infrastructures.

● The Company recently launched the Doctors’ Virtual Visit service in Germany providing this offering to approximately 12.4 million individuals insured by BARMER and AOK Plus. The Company continues to witness a consistent increase in the adoption of the service and believes it will serve as promising new growth engine for its operation in the German market.

● During April 2023, the Company’s ADR’s commenced trading on the Nasdaq®.

Erez Nachtomy, CEO of SHL, commented: “This half-year showcases our resilience and adaptability in the face of market challenges. Our consistent performance in Israel, the promising Virtual Visit growth engine in Germany, alongside our strategy prioritization in the US underline our commitment to innovation and excellence. Our investments in technology and strategic relationships, especially with esteemed entities like CVS, Henry Schein, and the Mayo Clinic, position us at the forefront of telemedicine. As we navigate the evolving healthcare landscape, our primary focus remains delivering unparalleled value to our customers and stakeholders while championing the transformative power of telemedicine."

 

Conference Call at 4 pm CET

The Company will host a conference call for investors, journalists and analysts to discuss the Half-Year 2023 results today at 4 pm CET. The conference call will be hosted by Erez Nachtomy, CEO, and Amir Hai, CFO and will be held in English.

Dial-in numbers:

From Europe: +41 (0)58 310 50 00

From UK: +44 (0) 207 107 06 13

From USA: +1 (1) 631 570 56 13

From Israel: Toll free: 1 80 921 44 27 / Local: +972 3763 1173

The conference call is scheduled to last approximately 45 minutes.

The presentation is available on: www.shl-telemedicine.com/reports

The Half-Year Report 2023 is available on: www.shl-telemedicine.com/reports

SEC submission of the Half-Year Report and presentation is available on:

https://www.shl-telemedicine.com/sec-filing/

About SHL Telemedicine

SHL Telemedicine is engaged in developing and marketing personal telemedicine systems and the provision of medical call center services, with a focus on cardiovascular and related diseases, to end users and to the healthcare community. SHL Telemedicine offers its services and personal telemedicine devices to subscribers utilizing telephonic and Internet communication technology. SHL is listed on the SIX Swiss Exchange (SHLTN, ISIN: IL0010855885, Security No.: 1128957) and on the Nasdaq Stock Exchange (SHLT, ISIN: US78423T2006, CUSIP: 78423T200). For more information, please visit our web site at www.shl-telemedicine.com.

Financial calendar

7 December 2023, Annual General Meeting. Tel Aviv, Israel

For more financial information:

For a comprehensive understanding of the Company’s financial reports and related management’s discussion and analysis for applicable periods, please visit the Company’s profile at https://www.sec.gov/edgar or the Company’s full report on its site: www.shl-telemedicine.com/reports

For further information please contact:

Fabienne Farner, IRF, Phone : +41 43 244 81 42, farner@irf-reputation.ch

 

Key Figures for 1H2023

Key figures (as reported):

in USD million (except per share amounts)	HY2023	HY2022	% change
Revenues for the period	29.0	30.9	(6)
Revenues
Revenues
●    Germany	6.8	7.1	(4)
●    Israel	21.6	23.0	(6)
●    Rest of the World	0.6	0.8	(25)
EBIT	(4.4)	(1.0)
EBITDA*	(0.9)	2.4
Net profit (loss)	(2.1)	0.1
EPS (Basic loss)	(0.14)	—
Operating cash flow	(3.3)	1.7

* EBITDA: operating profit excluding depreciation and amortization expenses of USD 3.5m, and USD 3.4m in the comparable period

Adjusted key figures (in constant currency):

In the table below, HY2022 results have been presented at HY2023 exchange rates. Management believes that this presentation enables a more meaningful comparison between the periods due to the significant fluctuations in NIS/USD/EUR exchange rates during the period.

In USD million	HY2023	HY2022	% change
Revenues	29.0	28.8	1
Revenues
●    Germany	6.8	7.0	(3)
●    Israel	21.6	21.0	3
●    Rest of the World	0.6	0.8	(25)
Adjusted EBIT**	(3.1)	(0.1)
Adjusted EBITDA ***	0.4	3.1

**Adjusted EBIT: Please see the EBITDA, Adjusted EBITDA and Adjusted EBIT Table below.

***Adjusted EBITDA: Please see the EBITDA, Adjusted EBITDA and Adjusted EBIT Table below.

 

EBITDA, Adjusted EBITDA and Adjusted EBIT Tables (HY2022 results are presented in HY2023 exchange rates)

EBITDA:
in USD Thousand	HY2023	HY2022
Operating loss	(4.4)	(1.1)
Plus:
Depreciation and amortization expenses	3.5	3.2
EBITDA	(0.9)	2.1

	HY2023	HY2022
Operating loss – EBIT	(4.4)	(1.1)
Plus:
Cost of share-based payments	0.8	0.9
Non-recurring expenses	0.5	0.1
Adjusted EBIT	(3.1)	(0.1)

	HY2023	HY2022
EBITDA	(0.9)	2.1
Plus:
Cost of share based payments	0.8	0.9
Non-recurring expenses	0.5	0.1
Adjusted EBITDA	0.4	3.1

 

Reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of the U.S. Securities and Exchange Commission with respect to non-GAAP financial measures (HY2022 results are presented also in HY2023 exchange rates)

	HY2023	HY2022	HY2022(CC)
Net profit (loss)	(2.1)	0.1	(0.1)
Financial income, net	(3.0)	(1.3)	(1.2)
Tax expenses	0.7	0.2	0.2
Depreciation and amortization expenses	3.5	3.4	3.2
EBITDA	(0.9)	2.4	2.1
Cost of share-based payment	0.8	1.0	0.9
Non- recurring expenses	0.5	0.1	0.1
Adjusted EBITDA	0.4	3.5	3.1

The Company believes Adjusted EBITDA and Adjusted EBIT provide useful information regarding the Company’s financial and operating performance. Adjusted EBITDA and Adjusted EBIT are not U.S. GAAP measures. You should not construe Adjusted EBITDA and Adjusted EBIT as alternatives to operating profit or cash flows from operating activities determined in accordance with U.S. GAAP or as a measure of liquidity. Adjusted EBITDA and Adjusted EBIT are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies.

 

Forward Looking Statements:

This announcement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements, including, the Company’s anticipation with respect to changes in its results of operations from prior periods. Readers are cautioned that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from historical results or any future results expressed or implied by forward-looking statements. Factors that can cause actual results to differ from expectations and those contained in forward-looking statements include those risks described in Item 3.D. “Key Information—Risk Factors” contained in the Company’s Registration Statement on Form 20-F filed with the U.S. Securities Exchange Commission (the “SEC”) on March 28, 2023 and in its subsequent filings and submissions with the SEC, including, but not limited to, the Company’s ability to operate and comply with the complex and evolving regulations in the highly regulated healthcare industry; the continued development, consumer acceptance and market adoption of the Company’s products and services in the relatively new, unproven and volatile and rapidly changing telehealth market; the Company’s ability to develop and introduce new products and solutions and enhancements to existing ones; the significant and increasing levels of competition in the telemedicine market; the impacts of COVID-19 and future pandemics and epidemics; the Company’s ability to continue to attract and retain key employees and personal in the highly competitive healthcare industry; the loss or breach of the Company’s proprietary rights and data security and privacy risks; political, judicial, legal, economic and military conditions in Israel and the surrounding region; global economic and financial market conditions and the Company’s ability to adapt to and comply with the different business and market factors, conditions, requirements and laws and regulations in the various countries in which the Company operates internationally; currency fluctuations; labor disputes; the Company’s ability to manage growth and integrate acquired businesses and expanding operations; the Company’s ability to obtain adequate levels of insurance to cover potential losses; the Company’s dependence on key suppliers and sub-contractors and other third parties; and other matters and risks not yet known to the Company or not currently considered material by it. You should not place undue reliance on these forward-looking statements. All written and oral forward-looking statements, attributable to the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements.

EX-99.2

Exhibit 99.2

SHL Telemedicine HY Results 2023 Presentation 1

Forward looking statements 2 This presentation was prepared for the purpose of providing and presenting information in a summary only and cannot replace a review of the reports of SHL Telemedicine (hereinafter: "the Company"). Many of the statements included in this presentation, as well as oral statements that may be made by us or by officers, directors or employees acting on behalf of us, contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. Readers are cautioned that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from historical results or any future results expressed or implied by forward-looking statements. Factors that can cause actual results to differ from expectations and those contained in forward-looking statements include those risks described in Item 3.D. “Key Information—Risk Factors” contained in the Company’s Registration Statement on Form 20-F or most recent Annual Report on Form 20-F filed with the U.S. Securities Exchange Commission (the “SEC”) and in its subsequent filings and submissions with the SEC, including, but not limited to, the Company’s ability to operate and comply with the complex and evolving regulations in the highly regulated healthcare industry; continued development, consumer acceptance and market adoption in the relatively new, unproven and volatile and rapidly changing telehealth market; the Company’s ability to develop and introduce new products and solutions and enhancements to existing ones; the significant and increasing levels of competition in the telemedicine market; the impacts of COVID-19 and future pandemics and epidemics; the Company’s ability to continue to attract and retain key employees and personal in the highly competitive healthcare industry; the loss or breach of the Company’s proprietary rights and data security and privacy risks; political, judicial, legal, economic and military conditions in Israel and the surrounding region; global economic and financial market conditions and the Company’s ability to adapt to and comply with the different business and market factors, conditions, requirements and laws and regulations in the various countries in which the Company operates internationally; currency fluctuations; labor disputes; the Company’s ability to manage growth and integrate acquired businesses and expanding operations; the Company’s ability to obtain adequate levels of insurance to cover potential losses; the Company’s dependence on key suppliers and sub-contractors and other third parties; and other matters and risks not yet known to the Company or not currently considered material by it. You should not place undue reliance on these forward-looking statements. All written and oral forward-looking statements, attributable to the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. For the avoidance of doubt, it is clarified that the company does not undertake to update the information, in whole or in part, contained in this presentation, whether as a result of new information, a future event or for other reasons, except as required by law. It is also clarified that the company's plans and strategy contained in this presentation are correct at the time of their publication and can and will change in accordance with the decisions of the company's board of directors, as they will be from time to time, and/or due to their being dependent, in whole or in part, on third parties that are not under the control of the company as well as on additional risk factors to which the company is exposed . This presentation contains trade names, trademarks and service marks of other companies. The trade names, trademarks, and service marks of other parties are not used or displayed to imply a relationship with, or endorsement or sponsorship of, those other parties.

SHL Telemedicine at a glance 3 Nasdaq: SHLT SWX: SHLTN Listed on $29.0M 1HY 2023 revenues 30+ years of experience SHL is a leading provider and developer of advanced telehealth technology and services with unmatched 30 years of medical & ECG data-base 24/7 telehealth monitoring global service capabilities interactions and data readings per year 3M Telemedicine centers in Israel & Germany Significant strategic partners in the US market

R&D Gross Expenses $3.6M REVENUES Operational CASH Flow $29.0M Adjusted EBITDA(*) $ 0.4M CASH On Hand ~$28.6M Currently CASH On HAND $29.4M 30 June 2023 (*) Please see Supplemental Information at end of presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures HY 2023 Overview Financial Data(*) 4 $ (3.3)M

Germany: A promising new growth engine 5 Remote medical services such as: Virtual Visit and Monitoring of chronic patients, are becoming the Standard of Care The company has agreements with leading health insurers, covering about 30% of the German health insurance market (about 25 million insured) SHL is the market leader in Germany and operates in a B2B model - managing and stabilizing chronic patients and saving costs for health insurers 1HY2022 2HY2022 1HY2023 REVENUES $6.8M Adjusted EBITDA(**) $(1.2)M REVENUES(*) $6.7M Adjusted EBITDA(**) $(0.3)M REVENUES(*) $7.0M Adjusted EBITDA(**) $(0.1)M (*) compared to 1HY 2022 in constant currency, Please see Supplemental Information at end of presentation for a description of the basis of presentation of the constant currency amount calculations as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures (**) Please see Supplemental Information at end of presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures

Germany - Virtual Visit service: 6 Penetrating a market of about 800 million annual physical doctor visits (*) https://www.statista.com/statistics/236512/annual-doctor-visits-per-capita-in-germany-since-1991/ The virtual visit service is already available to 12.4 million BARMER and AOK PLUS insureds throughout Germany Successfully fending major players like Teladoc, and a path for growth of this activity, including with additional health insurances BARMER - a new 7-year contract Commercial service started April 2023 In Germany - an average of 10 physical visits per person to a doctor each year (*) Consistent growth use of Virtual Visit Pay Per Use model

ECG repository Cloud based 24/7 ECG review center 24/7 USA cardiologist network Provider portal USA 7 Prioritization of direct-to-consumer sales in 2HY 2023- considering hospitals’ financial strains; Awaiting Mayo Clinic study results Increase in uses of the SmartHeart platform DTC plan: more cash-efficient and carries significant strategic value (*) Please see Supplemental Information at end of presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures REVENUES $0.6M Adjusted EBITDA(*) $(1.5)M Tier1 Strategic customers relationships strengthen our reputation in support of the SmartHeart® direct-to-consumer move Leveraging the network of cardiologists that is already set up across the US Already FDA cleared 510(k) process for OTC clearance

USA 8 Promising Initial Results(*) in Mayo Clinic and Imperial College Trials (*) Presentations at the Imperial Vulnerable Plaque and Patient Meeting 2023 (VPM) Mayo Clinic – HELP MI Reduction in “any ED Hospitalization” Reduction in “any ED visit” CV ED visit or Hospitalization Telemedicine group compliant users vs. control group 43% ZERO 33% Imperial College London - TELE-ACS Reduction in hospital readmission Reduction in ED attendance Telemedicine group vs. control standard care group at 3 months follow-up 55% 27.5%

Israel 9 High contribution to the company's profitability and cash flow The leader in B2C Telemedicine Services B2B advanced Medical Services Sale of cardiac monitoring services to consumers: personal 12 Lead ECG devices for transmission of remote medical data, 24/7 telemedicine center, Mobile Intensive Care Units in coverage areas. Over 100 institutional customers - Mediton Group is a leading B2B healthcare services provider in Israel to the largest and leading companies in Israel, government institutions, the Ministry of Defense, National Insurance, health funds and insurance companies (*) compared to 1HY 2022 in constant currency, Please see Supplemental Information at end of presentation for a description of the basis of presentation of the constant currency amount calculations as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures (**) Please see Supplemental Information at end of presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures Telemedicine Center 4 advanced Medical Centers Network pf 500+ specialist doctors Customer Service Center Mobile Intensive Care Units with extensive coverage areas 1HY2022 2HY2022 1HY2023 REVENUES $21.6M Adjusted EBITDA(**) $5.7M REVENUES(*) $21.2M Adjusted EBITDA(*)(**) $5.7M REVENUES(*) $21.0M Adjusted EBITDA(*)(**) $6.1M

Financials – P&L 10 (*) compared to HY 2022 in constant currency, Please see Supplemental Information at end of presentation for a description of the basis of presentation of the constant currency amount calculations as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures (**) Please see Supplemental Information at end of presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures In USD million (except per share amounts) 1HY 2023 1HY 2022cc* Revenues for the period 29.0 28.8 Revenues by territories Germany 6.8 7.0 Israel 21.6 21.0 Rest of the World 0.6 0.8 Adjusted EBIT(**) (3.1) (0.1) Adjusted EBITDA(**) 0.4 3.1 Net loss (2.1) (0.1) EPS (Basic) attribute to equity holders (0.14) 0.00 27,000 27,500 28,000 28,500 29,000 29,500 30,000 HY-2022 HY-2023 Revenue 2,000 2,500 3,000 3,500 4,000 HY-2022 HY 2023 R&D Gross exp - 1,000 2,000 3,000 4,000 HY-2022 HY 2023 Adjusted EBITDA(**)

Financials – Balance sheet & Cash flow 11 In USD million 1HY 2023 1HY 2022 Cash and cash equivalents 10.4 16.4 Short term investments 19.0 8.7 Total cash and short-term investments 29.4 25.1 Short term bank debt 2.1 2.2 Long term bank debt 11.3 14.2 Total bank debt 13.4 16.4 Capital and reserves 151.8 125.0 Accumulated deficit (75.3) (73.0) Total Equity 76.5 52.0 Increase (Decrease) in cash and short-term investments 10.7 (6.9) Operational cash flow (3.3) 1.7 100 110 120 130 HY-2022 HY 2023 Total Assets

2HY 2023 – Expected Events 12 Constant increase in the use of Virtual Visits Agreements with additional health funds for Virtual Visit services With our B2B model – Tier 1 customers Start of B2C sales Publication of results study for use of Continued implementation of Increased growth

Thank You SHL Telemedicine 13

Supplement Information 14 **Adjusted EBIT: Please see the Adjusted EBITDA and Adjusted EBIT Table below. ***Adjusted EBITDA: Please see the Adjusted EBITDA and Adjusted EBIT Table below In the table below, HY 2022 results have been presented at HY 2023 exchange rates1 .. Management believes that this presentation enables a more meaningful comparison between the periods due to the significant fluctuations in NIS/USD/EUR exchange rates during the period. Adjusted key figures (in constant currency1 ) in USD million 1HY2023 1HY2022 % change Revenues 29.0 28.8 1 Revenues Germany Israel Rest of the World 6.8 7.0 (4) 21.6 21.0 3 0.6 0.8 (25) Adjusted EBIT** (3.1) (0.1) Adjusted EBITDA *** 0.4 3.1 Key figures (as reported): in USD million (except per share amounts) 1HY 2023 1HY 2022 % change Revenues for the period 29.0 30.9 (6) Revenues Revenues Germany Israel Rest of the World 6.8 7.1 (4) 21.6 23.0 (6) 0.6 0.8 (25) EBIT (4.4) (1.0) EBITDA (0.9) 2.4 Net profit (loss) (2.1) 0.1 EPS (Basic loss) (0.14) 0.00 Operating cash flow (3.3) 1.7 Reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures

Supplement Information 15 (1) Constant currency – to enable meaningful comparison between 1HY2023 and 1HY2022 results, 1HY2022 results are also presented at 1HY2023 exchange rates which are calculated as annual average based on the average monthly exchange rates of each of the USD and the EUR versus the NIS, as published by the Bank of Israel. The management believes that this presentation enables a more meaningful comparison between the periods due to the significant fluctuations in NIS/USD/EUR exchange rates during the period. Reconciliation of Adjusted EBITDA and Adjusted EBIT to net profit as required by the rules of the U.S. Securities Exchange Commission with respect to non-GAAP financial measures (HY2022 results are presented also in HY2023 exchange rates1 ) The Company believes Adjusted EBITDA and Adjusted EBIT provide useful information regarding the Company’s financial and operating performance. Adjusted EBITDA and Adjusted EBIT are not IFRS or U.S. GAAP measures. You should not construe Adjusted EBITDA and Adjusted EBIT as alternatives to operating profit or cash flows from operating activities determined in accordance with IFRS or U.S. GAAP or as a measure of liquidity. Adjusted EBITDA and Adjusted EBIT are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies in USD million 1HY2023 1HY2022 1HY2022 (CC1 ) Net profit (loss) (2.1) 0.1 (0.1) Financial income net (3.0) (1.3) (1.2) Tax expenses 0.7 0.2 0.2 Depreciation and amortization expenses 3.5 3.4 3.2 EBITDA (0.9) 2.4 2.1 Share-based compensation 0.8 1.0 0.9 Non- recurring expenses 0.5 0.1 0.1 Adjusted EBITDA 0.4 3.5 3.1

EX-99.3

Exhibit 99.3

	SHL Telemedicine Ltd.
	1 January - 30 June, 2023

Letter to Shareholders

Dear Shareholders

Looking at the first half of 2023, we maintained stable revenues while making significant strategic advancements across all operations, while maintaining a robust cash position, despite challenging market conditions and shifts in the financial markets.

The prevailing macro challenges in the healthcare industry underscore the growing demand for telemedicine technology and services. Our solutions not only enhance access and care outcomes but also reduce costs for our customers. With a robust foundation in Israel, promising infrastructure in Germany, and key collaborations in the US with Tier 1 customers including CVS, Henry Schein and Mayo Clinic, our financial position remains strong. We are steadfast in our balanced growth strategy.

During the period, the company commenced trading of the Nasdaq^® and the Company’s American Depositary Shares (“ADRs”), trade on Nasdaq^® (symbol “SHLT”), in parallel to the company’s ordinary shares continuing to be listed on the Swiss Stock Exchange.

Overall, revenues for the period were USD 29.0 million, a slight increase compared to USD 28.8 million observed in the first half of 2022 when adjusted for constant currency. Adjusted EBITDA¹ for the period was USD 0.4 million, a decrease compared to USD 3.1 million in the first half of 2022 when adjusted for constant currency, and similar compared to USD 0.6 million in the second half of 2022 when adjusted for constant currency. The decrease is mainly related to increased investment in Germany and the USA as well as Nasdaq listing expenses. This resulted in a negative operating cash flow of USD 3.3 million, compared to positive operating cash flow of USD 1.7 million in the first half of 2022. Net loss for the period was USD 2.1 million, compared to a small net loss of USD 0.1 million in the first half of 2022 when adjusted for constant currency.

Germany

Revenues were USD 6.8 million, slightly down from USD 7.0 million in the first half of 2022 when adjusted for constant currency, but up from USD 6.7 million in the second half of 2022 in constant currency. The commercial service of the Virtual Visits to the BARMER insureds across Germany started during April 2023. Barmer is one of the three largest health insurers in Germany serving about 8.7 million insured, and AOK PLUS is another large health insurer in Germany serving about 3.5 million insureds, which together brings SHL to over 12.5 million insureds in Germany who can now use this service. The investments in the German operation during the period, mainly in R&D costs related to the Virtual Visit service resulted in a negative contribution of about USD 1.2 million. We are witnessing a steady increase in the adoption of the Doctors’ Virtual Visit services and believe it is a promising new growth engine for the German operation.

¹ EBITDA excluding stock base compensation expenses and extraordinary expenses.

Letter to Shareholders

2

USA

In the US revenues in the first half of 2023 were USD 0.6 million. We adjusted our strategy to prioritize direct-to-consumer sales of the SmartHeart^® ECG, viewing it as a move of considerable strategic importance. The direct-to-consumer sales of SmartHeart^® will start already during the second half of 2023 and will utilize the infrastructure of a network of cardiologists that is already set up across the US and is available to perform a remote review and interpretation of SmartHeart^® ECG from anywhere. In parallel, we are optimistically awaiting the results from the HELP-MI clinical trial conducted by Mayo Clinic which we believe will hold significant value for our B2B plan of introducing the SmartHeart^® platform to hospital systems. We continue to see growing utilization of our SmartHeart^® platform by Tier1 strategic customers including through the deployment of SmartHeart^® in the CVS MinuteClincs. These relationships will bolster our credibility and augment our SmartHeart^® direct-to-consumer move.

During the second part of 2023 the company expects results from the HELP-MI clinical trial conducted by Mayo Clinic, as well as from another clinical trial conducted by Imperial College London. Both trials relate to the utilization of the SmartHeart^® 12-lead ECG technology for remote monitoring of post-MI (heart attack) patients at home. Very positive and strong initial results from these trials were recently presented at the highly regarded Imperial Vulnerable Plaque and Patient Meeting 2023 (VPM) showing meaningful reduction in the rate of readmissions and visits to Emergency Department of post-ACS (Acute Coronary Syndrome) patients that are telemonitored at home with SmartHeart^®. These initial results reflect our accumulated experience in this field, will lead to material cost savings to hospital systems and will support a compelling business case for SmartHeart^® with hospital systems.

Israel

Revenues increased by 3% to USD 21.6 million, compared to USD 21.0 in the first half of 2022 when adjusted for constant currency. Our B2C private-pay subscription activity is stable with moderate growth compared to the first half of 2022 as well as the second half of 2022. We began expanding the use of both the B2C and B2B operations and infrastructures, and expect to add new products and services in all sectors of our activity in Israel, already this year.

On behalf of the Board of Directors and the management team, we thank all employees for their hard work and our business partners and shareholders for the trust they have placed in SHL.

Sincerely,
/s/ Ehud Barak	/s/ Yariv Alroy	/s/ Erez Nachtomy
Ehud Barak	Yariv Alroy	Erez Nachtomy
Co-Chairman of the Board	Co-Chairman of the Board	CEO

Letter to Shareholders

3

INDEX

5	|	Review of Interim Condensed Consolidated Financial Statements
6	|	Consolidated Balance Sheets
8	|	Consolidated Statements of Comprehensive Income
9	|	Consolidated Statements of Changes in Equity
11	|	Consolidated Statements of Cash Flows
13	|	Notes to Interim Condensed Consolidated Financial Statements

Financial Statements

4

The Shareholders and Board of Directors

SHL Telemedicine Ltd.

Auditors’ review report to the shareholders and board of directors of SHL Telemedicine Ltd.

Introduction

We have reviewed the accompanying interim condensed consolidated financial statements of SHL Telemedicine Ltd. (“the Company”) and its subsidiaries as of June 30, 2023, which comprise the interim consolidated balance sheet as of June 30, 2023, and the related interim consolidated statements of comprehensive income, changes in equity and cash flows for the six month period then ended and explanatory notes. Management is responsible for the preparation and presentation of this interim financial information in accordance with International Accounting Standard 34, “Interim Financial Reporting” (“IAS 34”). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34.

Tel-Aviv, Israel

September 20, 2023

/s/ KOST FORER GABBAY & KASIERER

KOST FORER GABBAY & KASIERER

A Member of Ernst & Young Global

Financial Statements

5

CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands

	June 30,		December 31,
	2023	2022	2022
	Unaudited		Audited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	10,435	16,416	4,483
Short-term investments	19,004	8,718	14,217
Trade receivables	8,788	7,293	7,797
Inventory	3,995	4,954	3,879
Other accounts receivable	2,176	1,213	1,912
	44,398	38,594	32,288
NON-CURRENT ASSETS:
Inventory	1,572	—	1,731
Prepaid expenses	3,234	3,299	3,364
Call option to non-controlling interests, net	—	379	245
Long-term deposits	334	408	423
Right-of-use assets	10,695	10,947	11,038
Deferred taxes	2,213	3,659	2,872
Other financial assets	—	250	—
	18,048	18,942	19,673
PROPERTY AND EQUIPMENT, NET	4,814	4,120	4,652
GOODWILL	32,320	33,433	33,745
INTANGIBLE ASSETS, NET	20,244	19,235	20,425
Total assets	119,824	114,324	110,783

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Financial Statements

6

CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands

	June 30,		December 31,
	2023	2022	2022
	Unaudited		Audited
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Credit from banks and others	2,101	2,152	2,169
Current maturities of lease liabilities	2,398	2,189	2,263
Deferred revenues	218	309	260
Income taxes payable	144	195	138
Trade payables	3,668	4,036	3,757
Other payables	7,353	7,287	9,238
	15,882	16,168	17,825
NON-CURRENT LIABILITIES:
Liability for share options	—	13,940	7,164
Put option to non-controlling interests, net	241	—	—
Loans from banks	11,320	14,176	13,008
Deferred taxes	2,417	2,873	2,700
Lease liabilities	8,847	9,322	9,302
Employee benefit liabilities	1,488	2,168	1,495
	24,313	42,479	33,669
Total liabilities	40,195	58,647	51,494
EQUITY:
Attributable to equity holders of the Company:
Issued capital	48	42	43
Additional paid-in capital	155,874	126,753	130,009
Treasury shares	(2)	(56)	(2)
Foreign currency translation reserve	(6,693)	(3,226)	(3,291)
Capital reserve for options	1,514	1,002	1,002
Capital reserve for remeasurement gains on defined benefit plans	1,000	442	1,000
Accumulated deficit	(75,291)	(72,973)	(73,074)
	76,450	51,984	55,687
Non-controlling interests	3,179	3,693	3,602
Total equity	79,629	55,677	59,289
Total liabilities and equity	119,824	114,324	110,783

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

September 20, 2023	/s/ Yariv Alroy	/s/ Erez Nachtomy
Date of approval of the	Yariv Alroy	Erez Nachtomy
financial statements	Chairman of the Board	CEO

Financial Statements

7

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

U.S. dollars in thousands (except per share data)

		Six months ended		Year ended
		June 30,		December 31,
		2023	2022	2022
	Note	Unaudited		Audited
Revenues		29,005	30,900	58,998
Cost of revenues		16,228	16,011	31,809
Gross profit		12,777	14,889	27,189
Research and development costs		2,389	1,715	3,788
Selling and marketing expenses		5,620	5,183	11,403
General and administrative expenses		8,689	8,917	16,748
Other expenses		529	91	416
Operating loss		(4,450)	(1,017)	(5,166)
Financial income		4,462	2,485	8,833
Financial expenses		(1,426)	(1,149)	(2,355)
Profit (loss) before taxes on income		(1,414)	319	1,312
Taxes on income		706	252	1,097
Net profit (loss)		(2,120)	67	215
Other comprehensive income:
Other comprehensive income not to be reclassified to profit or loss in subsequent periods:
Re-measurement gain on defined benefit plans		—	—	581
Other comprehensive loss to be reclassified to profit or loss in subsequent periods:
Foreign currency translation reserve		(3,571)	(6,527)	(6,699)
Total other loss		(3,571)	(6,527)	(6,118)
Total comprehensive loss		(5,691)	(6,460)	(5,903)
Net profit (loss) attributable to:
Equity holders of the Company		(2,217)	25	(76)
Non-controlling interests		97	42	291
		(2,120)	67	215
Total comprehensive loss attributable to:
Equity holders of the Company		(5,619)	(6,167)	(5,775)
Non-controlling interests		(72)	(293)	(128)
		(5,691)	(6,460)	(5,903)
Earnings per share attributable to Equity holders of the Company:
Basic earnings (loss)		(0.14)	0.00	(0.01)
Diluted loss		(0.25)	(0.06)	(0.49)

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Financial Statements

8

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

U.S. dollars in thousands

						Capital
				Foreign	Capital	reserve for
		Additional		currency	reserve	remeasurement			Non-
	Issued	paid-in	Treasury	translation	for	gains on defined	Accumulated		controlling	Total
	capital	capital	shares	reserve	options	benefit plans	deficit	Total	interests	equity
Balance as of January 1, 2023 (audited)	43	130,009	(2)	(3,291)	1,002	1,000	(73,074)	55,687	3,602	59,289
Exercise of share options	5	25,114	—	—	512	—	—	25,631	—	25,631
Share-based payments	—	691	—	—	—	—	—	691	85	776
Equity component of transaction
with non-controlling interest	—	60	—	—	—	—	—	60	(60)	—
Net profit (loss)	—	—	—	—	—	—	(2,217)	(2,217)	97	(2,120)
Total other comprehensive loss	—	—	—	(3,402)	—	—	—	(3,402)	(169)	(3,571)
Dividend to non-controlling interests	—	—	—	—	—	—	—	—	(376)	(376)
Balance as of June 30, 2023 (unaudited)	48	155,874	(2)	(6,693)	1,514	1,000	(75,291)	76,450	3,179	79,629

						Capital
				Foreign	Capital	reserve for
		Additional		currency	reserve	remeasurement			Non-
	Issued	paid-in	Treasury	translation	for	gains on defined	Accumulated		controlling	Total
	capital	capital	shares	reserve	options	benefit plans	deficit	Total	interests	equity
Balance as of January 1, 2022 (audited)	42	125,484	(86)	2,966	1,002	442	(72,998)	56,852	3,911	60,763
Exercise of share options	*—	402	—	—	—	—	—	402	—	402
Share-based payments	—	720	—	—	—	—	—	720	252	972
Exercise of Employee options	—	(30)	30	—	—	—	—	—	—	—
Equity component of transaction
with non-controlling interest	—	177	—	—	—	—	—	177	(177)	—
Net profit	—	—	—	—	—	—	25	25	42	67
Total other comprehensive loss	—	—	—	(6,192)	—	—	—	(6,192)	(335)	(6,527)
Balance as of June 30, 2022 (unaudited)	42	126,753	(56)	(3,226)	1,002	442	(72,973)	51,984	3,693	55,677

* Represents an amount lower than $ 1.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Financial Statements

9

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

U.S. dollars in thousands

						Capital
				Foreign	Capital	reserve for
		Additional		currency	reserve	remeasurement			Non-
	Issued	paid-in	Treasury	translation	for	gains on defined	Accumulated		controlling	Total
	capital	capital	shares	reserve	options	benefit plans	deficit	Total	interests	equity
Balance as of January 1, 2022 (audited)	42	125,484	(86)	2,966	1,002	442	(72,998)	56,852	3,911	60,763
Exercise of share options	1	2,975	—	—	—	—	—	2,976	—	2,976
Exercise of Employee options	*	(84)	84	—	—	—	—	—	—	—
Share-based payments	—	1,347	—	—	—	—	—	1,347	410	1,757
Equity component of transaction with non-controlling interest	—	287	—	—	—	—	—	287	(287)	—
Dividend paid to non-controlling interests	—	—	—	—	—	—	—	—	(130)	(130)
PPA Adjustments	—	—	—	—	—	—	—	—	(174)	(174)
Net profit (loss)	—	—	—	—	—	—	(76)	(76)	291	215
Total other comprehensive income (loss)	—	—	—	(6,257)	—	558	—	(5,699)	(419)	(6,118)
Balance as of December 31, 2022 (audited)	43	130,009	(2)	(3,291)	1,002	1,000	(73,074)	55,687	3,602	59,289

* Represents an amount lower than $ 1.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Financial Statements

10

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Six months ended		Year ended
	June 30,		December 31,
	2023	2022	2022
	Unaudited		Audited
Cash flows from operating activities:
Net profit (loss)	(2,120)	67	215
Adjustments required to reconcile net profit (loss) to net cash provided by (used in) operating activities:
Income and expenses not involving operating cash flows:
Depreciation and amortization	3,512	3,412	7,134
Capital loss from sale of property and equipment	16	50	51
Change in employee benefit liabilities, net	69	56	90
Financial income, net	(2,432)	(1,925)	(7,443)
Valuation loss (gain) of short-term investments	(723)	589	769
Cost of share-based payments	776	972	1,757
Taxes on income	706	252	1,097
	1,924	3,406	3,455
Changes in operating assets and liabilities:
Increase in trade receivables, net	(1,413)	(73)	(641)
Increase in inventory	(411)	(1,503)	(2,544)
Decrease (increase) in prepaid expenses	(35)	68	(21)
Increase in other accounts receivable	(368)	(169)	(471)
Increase in trade payables	98	1,575	1,264
Decrease in deferred revenues	(30)	(201)	(246)
Increase (decrease) in other accounts payable	(460)	(367)	845
	(2,619)	(670)	(1,814)
Cash paid and received:
Interest received	566	153	429
Interest paid	(709)	(394)	(1,010)
Income tax received	9	23	87
Income taxes paid	(344)	(864)	(1,435)
	(478)	(1,082)	(1,929)
Net cash provided by (used in) operating activities	(3,293)	1,721	(73)

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Financial Statements

11

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Six months ended		Year ended
	June 30,		December 31,
	2023	2022	2022
	Unaudited		Audited
Cash flows from investing activities:
Purchase of property and equipment	(578)	(1,030)	(1,661)
Investment in intangible assets	(2,196)	(2,157)	(5,243)
Investment in long-term deposits	(9,783)	—	(5,705)
Proceeds from long-term deposits	5,900	—	—
Purchase of short-term investments	(963)	(4,056)	(5,588)
Proceeds from sale of short-term investments	1,022	10,449	11,764
Net cash provided by (used in) investing activities	(6,598)	3,206	(6,433)
Cash flows from financing activities:
Dividend paid to non-controlling interests	(376)	—	(130)
Payment of lease liabilities	(1,237)	(1,250)	(2,447)
Payment of liability to underwriter	(1,124)	—	—
Exercise of share options	20,298	239	1,961
Payment of long-term loans	(1,055)	(566)	(1,665)
Other	12	—	—
Net cash provided by (used in) financing activities	16,518	(1,577)	(2,281)
Effect of exchange rate changes on cash and cash equivalents	(675)	(1,779)	(1,575)
Increase (decrease) in cash and cash equivalents	5,952	1,571	(10,362)
Cash and cash equivalents at the beginning of the period	4,483	14,845	14,845
Cash and cash equivalents at the end of the period	10,435	16,416	4,483
Non-cash transactions:
Right-of-use asset recognized with corresponding lease liability	1,065	368	1,658
Liability derecognized and recorded in equity upon exercise of share options	5,333	163	1,015

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

Financial Statements

12

NOTES TO CONSOLIDATED STATEMENTS U.S. dollars in thousands

NOTE 1   |   GENERAL

a. These consolidated financial statements have been prepared in a condensed format as of June 30, 2023, and for the six months then ended. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes of SHL Telemedicine Ltd. (“the Company”) as of December 31, 2022 and for the year then ended (“the annual financial statements”).

b. Following are data regarding the Israeli CPI and the exchange rates of the Euro, U.S. dollar and the Swiss Franc in relation to the new Israeli Shekel (NIS):

	Israeli	Exchange rate of
	CPI	€ 1	U.S. $1	CHF 1
For the year ended	Points*	NIS
June 30, 2023	246.7	4.02	3.7	4.11
June 30, 2022	236.8	3.64	3.5	3.65
December 31, 2022	241.4	3.75	3.52	3.82

Change during the period	%
June 2023 (6 months)	2.2	7.2	5.1	7.6
June 2022 (6 months)	3.2	3.4	12.5	7.3
December 31, 2022	5.2	6.5	13.2	12.4

* The index on an average basis of 1993 = 100.

NOTE 2   |   SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation of the interim condensed consolidated financial statements:

The interim condensed consolidated financial statements for the six months ended June 30, 2022 have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, as prescribed in IAS 34, “Interim Financial Reporting.

The significant accounting policies and methods of computation adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the annual financial statements, except as described in b. below.

b. Initial adoption of amendments to International Financial Reporting Standards:

1. Amendment to IAS 8, “Accounting Policies, Changes to Accounting Estimates and Errors”:

In February 2021, the IASB issued an amendment to IAS 8, “Accounting Policies, Changes to Accounting Estimates and Errors” (“the Amendment”), in which it introduces a new definition of “accounting estimates”.

Accounting estimates are defined as “monetary amounts in financial statements that are subject to measurement uncertainty”. The Amendment clarifies the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors.

The Amendment is to be applied prospectively for annual reporting periods beginning on or after January 1, 2023 and is applicable to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period.

The application of the Amendment did not have a material impact on the Company’s interim financial statements.

Financial Statements

13

NOTES TO CONSOLIDATED STATEMENTS U.S. dollars in thousands

2. Amendment to IAS 12, “Income Taxes:

In May 2021, the IASB issued an amendment to IAS 12, “Income Taxes” (“IAS 12”), which narrows the scope of the initial recognition exception under IAS 12.15 and IAS 12.24 (“the Amendment”).

According to the recognition guidelines of deferred tax assets and liabilities, IAS 12 excludes recognition of deferred tax assets and liabilities in respect of certain temporary differences arising from the initial recognition of certain transactions. This exception is referred to as the “initial recognition exception”. The Amendment narrows the scope of the initial recognition exception and clarifies that it does not apply to the recognition of deferred tax assets and liabilities arising from transactions that are not a business combination and that give rise to equal taxable and deductible temporary differences, even if they meet the other criteria of the initial recognition exception.

The Amendment is effective for annual reporting periods beginning on or after January 1, 2023. In relation to leases and decommissioning obligations, the Amendment is applied commencing from the earliest reporting period presented in the financial statements in which the Amendment is initially applied. The cumulative effect of the initial application of the Amendment is recognized as an adjustment to the opening balance of retained earnings (or another component of equity, as appropriate) at that date.

The application of the Amendment did not have a material impact on the Company’s interim financial statements.

NOTE 3   |   REVENUES

	Six months ended		Year ended
	June 30,		December 31,
	2023	2022	2022
	Unaudited		Audited
Revenues for services performed during the period	28,195	30,234	57,869
Revenues from sale of devices	810	666	1,129
	29,005	30,900	58,998

NOTE 4   |   MATERIAL EVENTS DURING THE REPORTING PERIOD

a. During January 2023 and February 2023 the Company received proceeds of approximately CHF 18.7 million (USD 20.3 million) from exercises of 1,703,908 share options granted in the private placements in January 2021 and February 2021 and 29,967 options were forfeited. In addition, the underwriters received a cash payment of approximately CHF 1.1 million (USD 1.1 million) derived from cash received by the Company from the exercise of the Share Options and 58,498 Units of securities. This payment was offset from the liability to the underwriters recorded in the balance sheet. See also Note 4e. below.

b. In April, 2023 the Company’s Board of Directors approved the appointment of Bernd Altpeter as Co-Managing Director of SHL German Operation.

c. During the period, the Company’s Board of Directors approved the grant of 423,500 options to Senior managers, under the 2021 Executive and Key Employee Israeli Share Incentive Plan. The options shall vest over a period of 3 years (25% after 1 year, and 9.375% each quarter thereafter). The fair value of options granted ranges from CHF 3.37 to 4.66 ($ 3.76-5.05). The fair value was estimated based on the binomial model using the following data and assumptions: share price range – CHF 9.70-14.80; exercise price range – CHF 9.36-15.56; expected volatility range – 43.87%-46.57%; risk free interest rate range – 0.89%-1.50%; expected dividend – 0%; and expected average life of options range – 3.43-3.49 years.

d. On March 31, 2023 the Company announced that the U.S. Securities and Exchange Commission (the “SEC”) declared effective the Company’s registration statement of its securities under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act“), in connection with the NASDAQ Listing of its American Depositary Shares (“ADRs”), each representing one ordinary share of the Company. The ADRs commenced trading on The NASDAQ Capital Market (the “Nasdaq”), on April 3 2023 under the ticker symbol “SHLT”, in parallel to its ordinary shares continuing to be listed on the Swiss Stock Exchange.

Financial Statements

14

NOTES TO CONSOLIDATED STATEMENTS U.S. dollars in thousands

e. In March, 2023, in connection with services provided in respect of the exercise of options described in Note 4a. above, the Company signed an agreement with the underwriter for the extension of the exercise period of the Share Options previously granted in 2021 for an additional 2 years until 2025 and for change of the exercise price to NIS 35.64 ($ 9.83) for each Unit of securities (which comprises 1 Ordinary share and 0.5 option to acquire 1 Ordinary share of the Company) and NIS 43.56 ($ 12.01) for each option included in the Unit.

The Company used the Black and Scholes option pricing model when estimating the incremental fair value of the Share Options after the modifications described above.

The following table lists the significant inputs to the Black and Scholes model used for the fair value measurement of the Share Options:

Expected dividend	—	%
Expected volatility of the share price	41.18	%
Risk-free interest rate	4.11	%
Expected average life of options	2.01	years
Share price	CHF 11.55 ($ 12.53)

Based on the above inputs, the total incremental fair value of the Share Options to acquire Units as of the date of the modifications was $ 512 and was recorded as a deduction from Additional paid-in capital arising from the exercise of the options in Note 4a. above with a corresponding increase in the Capital reserve for options.

NOTE 5   |   SEGMENT INFORMATION

As presented in the annual financial statements, the Group operates in three geographic segments: Israel, Europe (principally Germany) and Rest of the world (“Row”).

Management monitors the operating results of its geographical units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on segment profit. SG&A Group expenses and some research and development expenses are mostly allocated to the separate geographic units. Some corporate expenses, some research and development expenses, finance costs and finance income and income taxes are managed on a group basis and are not allocated to the geographic segments.

Revenues are allocated based on the location of the end customer. The Group presents disaggregated revenue information based on types of customers: Individual customers and communities, Institutions and payers (income from service agreements with institutions, insurance companies and HMOs), and others.

Financial Statements

15

NOTES TO CONSOLIDATED STATEMENTS U.S. dollars in thousands

a. Segment revenues:

	Individuals	Institutions
	and	and
	communities	payers	Others	Total
Six months ended June 30, 2023 (unaudited):
Europe	—	6,831	—	6,831
Israel	10,909	10,716	—	21,625
Row	—	—	549	549
Total revenues	10,909	17,547	549	29,005
Six months ended June 30, 2022 (unaudited):
Europe	—	7,127	—	7,127
Israel	11,202	11,832	—	23,034
Row	—	—	739	739
Total revenues	11,202	18,959	739	30,900
Year ended December 31, 2022 (audited):
Europe	—	13,374	—	13,374
Israel	22,161	22,977	—	45,138
Row	—	—	486	486
Total revenues	22,161	36,351	486	58,998

b. Segment profit (loss):

	Six months ended		Year ended
	June 30,		December 31,
	2023	2022	2022
	Unaudited		Audited
Europe	(2,672)	(1,169)	(3,044)
Israel	3,976	4,404	8,641
Row	(1,488)	(549)	(2,972)
	(184)	2,686	2,625
Unallocated income and expenses:
Corporate and
R&D expenses	(3,737)	(3,703)	(7,375)
Other expenses	(529)	—	(416)
Operating loss	(4,450)	(1,017)	(5,166)
Financial income, net	3,036	1,336	6,478
Profit (loss) before taxes on income	(1,414)	319	1,312

Financial Statements

16

NOTES TO CONSOLIDATED STATEMENTS U.S. dollars in thousands

NOTE 6   |   FINANCIAL INSTRUMENTS

Fair value:

Reconciliation of fair value measurements that are categorized within Level 3 of the fair value hierarchy in financial instruments:

	Financial instruments
			Call (put)
			option to
	Liability for	Liability to	non-controlling
	share options	underwriters	interests, net	Total
Balance as of January 1, 2023	(7,164)	(1,131)	245	(8,050)
Remeasurement recognized in:
Profit (loss)	1,848	(15)	(488)	1,345
Other comprehensive income (loss)	(17)	23	2	8
Exercise of Share Options into shares	5,333	—	—	5,333
Payment	—	1,123	—	1,123
As of June 30, 2023	—	—	(241)	(241)
Presented in balance sheet:
Put option for non-controlling interests, net	—	—	(241)	(241)

The Company used the Monte Carlo option pricing model when estimating the fair value of the Put and Call Options granted in the acquisition of Mediton Group.

The fair value was estimated using the following data and assumptions: underlying asset value – 34,376; Expected volatility of the share price – 40.9%-42.5%; Discount rate – 14.9%; Risk-free interest rate – 3.86%; Term of option – 3.17 years.

The following table demonstrates the effect on fair value of a reasonably possible change in the underlying asset value with all other variables held constant:

Increase/decrease in		Effect on
underlying asset value		Fair value, net
+5	%	460
-5	%	(455)

Financial Statements

17

Information For Investors

Capital structure

As of June 30, 2023, the issued share capital is divided into 16,386,180 registered shares with a par value of NIS 0.01 each (excluding 1,372 ordinary shares of NIS 0.01 par value each held by SHL).

Significant shareholders’

As of June 30, 2023, SHL was aware of the following shareholders with more than 3% of all voting rights in the company.

	%	%
	Number of	Including		Excluding
	Ordinary	Treasury		Treasury
	Shares Held	shares		shares
Mrs. Cai Mengke and Kun Shen	5,969,413	36.43	%	36.43	%
More Provident Funds	1,812,525	11.06	%	11.06	%
Value Base Group	1,368,837	8.35	%	8.35	%
Sphera Funds Management Ltd	819,776	5.00	%	5.00	%
Yariv Alroy	801,456	4.89	%	4.89	%
Danbar Finance Ltd.	760,000	4.64	%	4.64	%
SHL Treasury shares	1,372	0.01	%	—

The above table of Significant Shareholders reflects both actual holdings as of June 30, 2023, after deducting from the total number of shares outstanding 1,372 Ordinary Shares held by SHL, and actual holding as of June 30, 2023 calculated including ordinary shares held by SHL, all as indicated above, but does not reflect holding on a fully diluted basis. All in accordance with notifications received by the Company from shareholders and the SAG registrar as of June 30, 2023.

Statistics on SHL Telemedicine

as at June 30, 2023

Registered shares with a par value of NIS 0.01 each
Securities number	1,128,957
Number of shares*	16,386,180
Market price high/low (CHF)	15.20/7.90
Market capitalization high/low (CHF million)	249.1/129.5
Market capitalization 30/06/23 (CHF million)	154.0
Share capital – nominal value (NIS)	163,875

* Excluding 1,372 ordinary shares held by SHL.

Financial Statements

18

Share price development

Listing

All SHL shares are listed on SIX Swiss Exchange

Ticker symbol:	SHLTN
Currency:	CHF
Listing date:	November 15, 2000

SHL American Depository Shares (“ADS”) are listed on the Nasdaq Capital Market Exchange

Ticker symbol:	SHLT
Currency:	USD
Listing date:	April 3, 2023
Depository bank:	Bank of New York Mellon

Investor relations

SHL Telemedicine Ltd.

Erez Nachtomy, CEO

Email: erezna@shl-telemedicine.com

Amir Hai, Chief Financial Officer

Email: amirh@shl-telemedicine.com

90 Yigal Alon St., Tel Aviv 6789130, Israel

Tel. ++972 3 561 2212

Fax: ++972 3 624 2414

Financial Statements

19

Forward Looking Statements

This announcement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements, including, the Company’s anticipation with respect to changes in its results of operations from prior periods. Readers are cautioned that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from historical results or any future results expressed or implied by forward-looking statements. Factors that can cause actual results to differ from expectations and those contained in forward-looking statements include those risks described in Item 3.D. “Key Information—Risk Factors” contained in the Company’s Registration Statement on Form 20-F filed with the U.S. Securities Exchange Commission (the “SEC”) on March 28, 2023 and in its subsequent filings and submissions with the SEC, including, but not limited to, the Company’s ability to operate and comply with the complex and evolving regulations in the highly regulated healthcare industry; the continued development, consumer acceptance and market adoption of the Company’s products and services in the relatively new, unproven and volatile and rapidly changing telehealth market; the Company’s ability to develop and introduce new products and solutions and enhancements to existing ones; the significant and increasing levels of competition in the telemedicine market; the impacts of COVID-19 and future pandemics and epidemics; the Company’s ability to continue to attract and retain key employees and personal in the highly competitive healthcare industry; the loss or breach of the Company’s proprietary rights and data security and privacy risks; political, judicial, legal, economic and military conditions in Israel and the surrounding region; global economic and financial market conditions and the Company’s ability to adapt to and comply with the different business and market factors, conditions, requirements and laws and regulations in the various countries in which the Company operates internationally; currency fluctuations; labor disputes; the Company’s ability to manage growth and integrate acquired businesses and expanding operations; the Company’s ability to obtain adequate levels of insurance to cover potential losses; the Company’s dependence on key suppliers and sub-contractors and other third parties; and other matters and risks not yet known to the Company or not currently considered material by it. You should not place undue reliance on these forward-looking statements. All written and oral forward-looking statements, attributable to the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements.

Financial Statements

20

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2023
Document Information
Document Type	6-K/A
Document Period End Date	Jun. 30, 2023
Entity Registrant Name	SHL TELEMEDICINE LTD
Entity Central Index Key	0001166834
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	true
Amendment Description	Amendment No. 1

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 10,435	$ 4,483	$ 16,416
Short-term investments	19,004	14,217	8,718
Trade receivables	8,788	7,797	7,293
Inventory	3,995	3,879	4,954
Other accounts receivable	2,176	1,912	1,213
Total current assets	44,398	32,288	38,594
NON-CURRENT ASSETS:
Inventory	1,572	1,731
Prepaid expenses	3,234	3,364	3,299
Call option to non-controlling interests, net		245	379
Long-term deposits	334	423	408
Right-of-use assets	10,695	11,038	10,947
Deferred taxes	2,213	2,872	3,659
Other financial assets			250
Total non-current assets other than long-lived assets	18,048	19,673	18,942
PROPERTY AND EQUIPMENT, NET	4,814	4,652	4,120
GOODWILL	32,320	33,745	33,433
INTANGIBLE ASSETS, NET	20,244	20,425	19,235
Total assets	119,824	110,783	114,324
CURRENT LIABILITIES:
Credit from banks and others	2,101	2,169	2,152
Current maturities of lease liabilities	2,398	2,263	2,189
Deferred revenues	218	260	309
Income taxes payable	144	138	195
Trade payables	3,668	3,757	4,036
Other payables	7,353	9,238	7,287
Total current liabilities	15,882	17,825	16,168
NON-CURRENT LIABILITIES:
Liability for share options		7,164	13,940
Put option to non-controlling interests, net	241
Loans from banks	11,320	13,008	14,176
Deferred taxes	2,417	2,700	2,873
Lease liabilities	8,847	9,302	9,322
Employee benefit liabilities	1,488	1,495	2,168
Total non-current liabilities	24,313	33,669	42,479
Total liabilities	40,195	51,494	58,647
Attributable to equity holders of the Company:
Issued capital	48	43	42
Additional paid-in capital	155,874	130,009	126,753
Treasury shares	(2)	(2)	(56)
Foreign currency translation reserve	(6,693)	(3,291)	(3,226)
Capital reserve for options	1,514	1,002	1,002
Capital reserve for remeasurement gains on defined benefit plans	1,000	1,000	442
Accumulated deficit	(75,291)	(73,074)	(72,973)
Total	76,450	55,687	51,984
Non-controlling interests	3,179	3,602	3,693
Total equity	79,629	59,289	55,677
Total liabilities and equity	$ 119,824	$ 110,783	$ 114,324

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Revenues	$ 29,005	$ 30,900	$ 58,998
Cost of revenues	16,228	16,011	31,809
Gross profit	12,777	14,889	27,189
Research and development costs	2,389	1,715	3,788
Selling and marketing expenses	5,620	5,183	11,403
General and administrative expenses	8,689	8,917	16,748
Other expenses	529	91	416
Operating loss	(4,450)	(1,017)	(5,166)
Financial income	4,462	2,485	8,833
Financial expenses	(1,426)	(1,149)	(2,355)
Profit (loss) before taxes on income	(1,414)	319	1,312
Taxes on income	706	252	1,097
Net profit (loss)	(2,120)	67	215
Other comprehensive income:
Other comprehensive income not to be reclassified to profit or loss in subsequent periods: - Re-measurement gain on defined benefit plans			581
Other comprehensive loss to be reclassified to profit or loss in subsequent periods:
Foreign currency translation reserve	(3,571)	(6,527)	(6,699)
Total other loss	(3,571)	(6,527)	(6,118)
Total comprehensive loss	(5,691)	(6,460)	(5,903)
Net profit (loss) attributable to:
Equity holders of the Company	(2,217)	25	(76)
Non-controlling interests	97	42	291
Net profit (loss)	(2,120)	67	215
Total comprehensive loss attributable to:
Equity holders of the Company	(5,619)	(6,167)	(5,775)
Non-controlling interests	(72)	(293)	(128)
Total comprehensive loss	$ (5,691)	$ (6,460)	$ (5,903)
Earnings per share:
Basic earnings (loss)	$ (0.14)	$ 0.00	$ (0.01)
Diluted loss	$ (0.25)	$ (0.06)	$ (0.49)

XML

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Issued capital	Additional paid-in capital	Treasury shares	Foreign currency translation reserve	Capital reserve for options	Capital reserve for remeasurement gains on defined benefit plans	Accumulated deficit	Non- controlling interests	Total
Balance as of beginning at Dec. 31, 2021	$ 56,852	$ 42	$ 125,484	$ (86)	$ 2,966	$ 1,002	$ 442	$ (72,998)	$ 3,911	$ 60,763
Exercise of share options	402		402							402
Exercise of Employee options			(30)	30
Share-based payments	720		720						252	972
Equity component of transaction with non-controlling interest	177		177						(177)
Net profit (loss)	25							25	42	67
Total other comprehensive income (loss)	(6,192)				(6,192)				(335)	(6,527)
Balance as of ending at Jun. 30, 2022	51,984	42	126,753	(56)	(3,226)	1,002	442	(72,973)	3,693	55,677
Balance as of beginning at Dec. 31, 2021	56,852	42	125,484	(86)	2,966	1,002	442	(72,998)	3,911	60,763
Exercise of share options	2,976	1	2,975							2,976
Exercise of Employee options			(84)	84
Share-based payments	1,347		1,347						410	1,757
Equity component of transaction with non-controlling interest	287		287						(287)
Dividend to non-controlling interests									(130)	(130)
PPA Adjustments									(174)	(174)
Net profit (loss)	(76)							(76)	291	215
Total other comprehensive income (loss)	(5,699)				(6,257)		558		(419)	(6,118)
Balance as of ending at Dec. 31, 2022	55,687	43	130,009	(2)	(3,291)	1,002	1,000	(73,074)	3,602	59,289
Exercise of share options	25,631	5	25,114			512				25,631
Share-based payments	691		691						85	776
Equity component of transaction with non-controlling interest	60		60						(60)
Dividend to non-controlling interests									(376)	(376)
Net profit (loss)	(2,217)							(2,217)	97	(2,120)
Total other comprehensive income (loss)	(3,402)				(3,402)				(169)	(3,571)
Balance as of ending at Jun. 30, 2023	$ 76,450	$ 48	$ 155,874	$ (2)	$ (6,693)	$ 1,514	$ 1,000	$ (75,291)	$ 3,179	$ 79,629

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net profit (loss)	$ (2,120)	$ 67	$ 215
Income and expenses not involving operating cash flows:
Depreciation and amortization	3,512	3,412	7,134
Capital loss from sale of property and equipment	16	50	51
Change in employee benefit liabilities, net	69	56	90
Financial income, net	(2,432)	(1,925)	(7,443)
Valuation loss (gain) of short-term investments	(723)	589	769
Cost of share-based payments	776	972	1,757
Taxes on income	706	252	1,097
Income and expenses not involving operating cash flows	1,924	3,406	3,455
Changes in operating assets and liabilities:
Increase in trade receivables, net	(1,413)	(73)	(641)
Increase in inventory	(411)	(1,503)	(2,544)
Decrease (increase) in prepaid expenses	(35)	68	(21)
Increase in other accounts receivable	(368)	(169)	(471)
Increase in trade payables	98	1,575	1,264
Decrease in deferred revenues	(30)	(201)	(246)
Increase (decrease) in other accounts payable	(460)	(367)	845
Changes in operating assets and liabilities	(2,619)	(670)	(1,814)
Cash paid and received:
Interest received	566	153	429
Interest paid	(709)	(394)	(1,010)
Income tax received	9	23	87
Income taxes paid	(344)	(864)	(1,435)
Cash paid and received	(478)	(1,082)	(1,929)
Net cash provided by (used in) operating activities	(3,293)	1,721	(73)
Cash flows from investing activities:
Purchase of property and equipment	(578)	(1,030)	(1,661)
Investment in intangible assets	(2,196)	(2,157)	(5,243)
Investment in long-term deposits	(9,783)		(5,705)
Proceeds from long-term deposits	5,900
Purchase of short-term investments	(963)	(4,056)	(5,588)
Proceeds from sale of short-term investments	1,022	10,449	11,764
Net cash provided by (used in) investing activities	(6,598)	3,206	(6,433)
Cash flows from financing activities:
Dividend paid to non-controlling interests	(376)		(130)
Payment of lease liabilities	(1,237)	(1,250)	(2,447)
Payment of liability to underwriter	(1,124)
Exercise of share options	20,298	239	1,961
Payment of long-term loans	(1,055)	(566)	(1,665)
Other	12
Net cash provided by (used in) financing activities	16,518	(1,577)	(2,281)
Effect of exchange rate changes on cash and cash equivalents	(675)	(1,779)	(1,575)
Increase (decrease) in cash and cash equivalents	5,952	1,571	(10,362)
Cash and cash equivalents at the beginning of the period	4,483	14,845	14,845
Cash and cash equivalents at the end of the period	10,435	16,416	4,483
Non-cash transactions:
Right-of-use asset recognized with corresponding lease liability	1,065	368	1,658
Liability derecognized and recorded in equity upon exercise of share options	$ 5,333	$ 163	$ 1,015

XML

GENERAL

6 Months Ended

Jun. 30, 2023

GENERAL

GENERAL

NOTE 1   |   GENERAL

a. These consolidated financial statements have been prepared in a condensed format as of June 30, 2023, and for the six months then ended. These condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes of SHL Telemedicine Ltd. (“the Company”) as of December 31, 2022 and for the year then ended (“the annual financial statements”).

b. Following are data regarding the Israeli CPI and the exchange rates of the Euro, U.S. dollar and the Swiss Franc in relation to the new Israeli Shekel (NIS):

	Israeli	Exchange rate of
	CPI	€ 1	U.S. $1	CHF 1
For the year ended	Points*	NIS
June 30, 2023	246.7	4.02	3.7	4.11
June 30, 2022	236.8	3.64	3.5	3.65
December 31, 2022	241.4	3.75	3.52	3.82

Change during the period	%
June 2023 (6 months)	2.2	7.2	5.1	7.6
June 2022 (6 months)	3.2	3.4	12.5	7.3
December 31, 2022	5.2	6.5	13.2	12.4

* The index on an average basis of 1993 = 100.

XML

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2   |   SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation of the interim condensed consolidated financial statements:

The interim condensed consolidated financial statements for the six months ended June 30, 2022 have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, as prescribed in IAS 34, “Interim Financial Reporting.

The significant accounting policies and methods of computation adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the annual financial statements, except as described in b. below.

b. Initial adoption of amendments to International Financial Reporting Standards:

1. Amendment to IAS 8, “Accounting Policies, Changes to Accounting Estimates and Errors”:

In February 2021, the IASB issued an amendment to IAS 8, “Accounting Policies, Changes to Accounting Estimates and Errors” (“the Amendment”), in which it introduces a new definition of “accounting estimates”.

Accounting estimates are defined as “monetary amounts in financial statements that are subject to measurement uncertainty”. The Amendment clarifies the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors.

The Amendment is to be applied prospectively for annual reporting periods beginning on or after January 1, 2023 and is applicable to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period.

The application of the Amendment did not have a material impact on the Company’s interim financial statements.

2. Amendment to IAS 12, “Income Taxes:

In May 2021, the IASB issued an amendment to IAS 12, “Income Taxes” (“IAS 12”), which narrows the scope of the initial recognition exception under IAS 12.15 and IAS 12.24 (“the Amendment”).

According to the recognition guidelines of deferred tax assets and liabilities, IAS 12 excludes recognition of deferred tax assets and liabilities in respect of certain temporary differences arising from the initial recognition of certain transactions. This exception is referred to as the “initial recognition exception”. The Amendment narrows the scope of the initial recognition exception and clarifies that it does not apply to the recognition of deferred tax assets and liabilities arising from transactions that are not a business combination and that give rise to equal taxable and deductible temporary differences, even if they meet the other criteria of the initial recognition exception.

The Amendment is effective for annual reporting periods beginning on or after January 1, 2023. In relation to leases and decommissioning obligations, the Amendment is applied commencing from the earliest reporting period presented in the financial statements in which the Amendment is initially applied. The cumulative effect of the initial application of the Amendment is recognized as an adjustment to the opening balance of retained earnings (or another component of equity, as appropriate) at that date.

The application of the Amendment did not have a material impact on the Company’s interim financial statements.

XML

REVENUES

6 Months Ended

Jun. 30, 2023

REVENUES

Schedule of revenue

NOTE 3   |   REVENUES

	Six months ended		Year ended
	June 30,		December 31,
	2023	2022	2022
	Unaudited		Audited
Revenues for services performed during the period	28,195	30,234	57,869
Revenues from sale of devices	810	666	1,129
	29,005	30,900	58,998

XML

MATERIAL EVENTS DURING THE REPORTING PERIOD

6 Months Ended

Jun. 30, 2023

MATERIAL EVENTS DURING THE REPORTING PERIOD

MATERIAL EVENTS DURING THE REPORTING PERIOD

NOTE 4   |   MATERIAL EVENTS DURING THE REPORTING PERIOD

a. During January 2023 and February 2023 the Company received proceeds of approximately CHF 18.7 million (USD 20.3 million) from exercises of 1,703,908 share options granted in the private placements in January 2021 and February 2021 and 29,967 options were forfeited. In addition, the underwriters received a cash payment of approximately CHF 1.1 million (USD 1.1 million) derived from cash received by the Company from the exercise of the Share Options and 58,498 Units of securities. This payment was offset from the liability to the underwriters recorded in the balance sheet. See also Note 4e. below.

b. In April, 2023 the Company’s Board of Directors approved the appointment of Bernd Altpeter as Co-Managing Director of SHL German Operation.

c. During the period, the Company’s Board of Directors approved the grant of 423,500 options to Senior managers, under the 2021 Executive and Key Employee Israeli Share Incentive Plan. The options shall vest over a period of 3 years (25% after 1 year, and 9.375% each quarter thereafter). The fair value of options granted ranges from CHF 3.37 to 4.66 ($ 3.76-5.05). The fair value was estimated based on the binomial model using the following data and assumptions: share price range – CHF 9.70-14.80; exercise price range – CHF 9.36-15.56; expected volatility range – 43.87%-46.57%; risk free interest rate range – 0.89%-1.50%; expected dividend – 0%; and expected average life of options range – 3.43-3.49 years.

d. On March 31, 2023 the Company announced that the U.S. Securities and Exchange Commission (the “SEC”) declared effective the Company’s registration statement of its securities under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act“), in connection with the NASDAQ Listing of its American Depositary Shares (“ADRs”), each representing one ordinary share of the Company. The ADRs commenced trading on The NASDAQ Capital Market (the “Nasdaq”), on April 3 2023 under the ticker symbol “SHLT”, in parallel to its ordinary shares continuing to be listed on the Swiss Stock Exchange.

e. In March, 2023, in connection with services provided in respect of the exercise of options described in Note 4a. above, the Company signed an agreement with the underwriter for the extension of the exercise period of the Share Options previously granted in 2021 for an additional 2 years until 2025 and for change of the exercise price to NIS 35.64 ($ 9.83) for each Unit of securities (which comprises 1 Ordinary share and 0.5 option to acquire 1 Ordinary share of the Company) and NIS 43.56 ($ 12.01) for each option included in the Unit.

The Company used the Black and Scholes option pricing model when estimating the incremental fair value of the Share Options after the modifications described above.

The following table lists the significant inputs to the Black and Scholes model used for the fair value measurement of the Share Options:

Expected dividend	—	%
Expected volatility of the share price	41.18	%
Risk-free interest rate	4.11	%
Expected average life of options	2.01	years
Share price	CHF 11.55 ($ 12.53)

Based on the above inputs, the total incremental fair value of the Share Options to acquire Units as of the date of the modifications was $ 512 and was recorded as a deduction from Additional paid-in capital arising from the exercise of the options in Note 4a. above with a corresponding increase in the Capital reserve for options.

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2023

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 5   |   SEGMENT INFORMATION

As presented in the annual financial statements, the Group operates in three geographic segments: Israel, Europe (principally Germany) and Rest of the world (“Row”).

Management monitors the operating results of its geographical units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on segment profit. SG&A Group expenses and some research and development expenses are mostly allocated to the separate geographic units. Some corporate expenses, some research and development expenses, finance costs and finance income and income taxes are managed on a group basis and are not allocated to the geographic segments.

Revenues are allocated based on the location of the end customer. The Group presents disaggregated revenue information based on types of customers: Individual customers and communities, Institutions and payers (income from service agreements with institutions, insurance companies and HMOs), and others.

a. Segment revenues:

	Individuals	Institutions
	and	and
	communities	payers	Others	Total
Six months ended June 30, 2023 (unaudited):
Europe	—	6,831	—	6,831
Israel	10,909	10,716	—	21,625
Row	—	—	549	549
Total revenues	10,909	17,547	549	29,005
Six months ended June 30, 2022 (unaudited):
Europe	—	7,127	—	7,127
Israel	11,202	11,832	—	23,034
Row	—	—	739	739
Total revenues	11,202	18,959	739	30,900
Year ended December 31, 2022 (audited):
Europe	—	13,374	—	13,374
Israel	22,161	22,977	—	45,138
Row	—	—	486	486
Total revenues	22,161	36,351	486	58,998

b. Segment profit (loss):

	Six months ended		Year ended
	June 30,		December 31,
	2023	2022	2022
	Unaudited		Audited
Europe	(2,672)	(1,169)	(3,044)
Israel	3,976	4,404	8,641
Row	(1,488)	(549)	(2,972)
	(184)	2,686	2,625
Unallocated income and expenses:
Corporate and
R&D expenses	(3,737)	(3,703)	(7,375)
Other expenses	(529)	—	(416)
Operating loss	(4,450)	(1,017)	(5,166)
Financial income, net	3,036	1,336	6,478
Profit (loss) before taxes on income	(1,414)	319	1,312

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FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2023

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS

NOTE 6   |   FINANCIAL INSTRUMENTS

Fair value:

Reconciliation of fair value measurements that are categorized within Level 3 of the fair value hierarchy in financial instruments:

	Financial instruments
			Call (put)
			option to
	Liability for	Liability to	non-controlling
	share options	underwriters	interests, net	Total
Balance as of January 1, 2023	(7,164)	(1,131)	245	(8,050)
Remeasurement recognized in:
Profit (loss)	1,848	(15)	(488)	1,345
Other comprehensive income (loss)	(17)	23	2	8
Exercise of Share Options into shares	5,333	—	—	5,333
Payment	—	1,123	—	1,123
As of June 30, 2023	—	—	(241)	(241)
Presented in balance sheet:
Put option for non-controlling interests, net	—	—	(241)	(241)

The Company used the Monte Carlo option pricing model when estimating the fair value of the Put and Call Options granted in the acquisition of Mediton Group.

The fair value was estimated using the following data and assumptions: underlying asset value – 34,376; Expected volatility of the share price – 40.9%-42.5%; Discount rate – 14.9%; Risk-free interest rate – 3.86%; Term of option – 3.17 years.

The following table demonstrates the effect on fair value of a reasonably possible change in the underlying asset value with all other variables held constant:

Increase/decrease in		Effect on
underlying asset value		Fair value, net
+5	%	460
-5	%	(455)

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation of the financial statements

a. Basis of preparation of the interim condensed consolidated financial statements:

The interim condensed consolidated financial statements for the six months ended June 30, 2022 have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, as prescribed in IAS 34, “Interim Financial Reporting.

The significant accounting policies and methods of computation adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the annual financial statements, except as described in b. below.

Initial adoption of amendments to International Financial Reporting Standards

b. Initial adoption of amendments to International Financial Reporting Standards:

1. Amendment to IAS 8, “Accounting Policies, Changes to Accounting Estimates and Errors”:

In February 2021, the IASB issued an amendment to IAS 8, “Accounting Policies, Changes to Accounting Estimates and Errors” (“the Amendment”), in which it introduces a new definition of “accounting estimates”.

Accounting estimates are defined as “monetary amounts in financial statements that are subject to measurement uncertainty”. The Amendment clarifies the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors.

The Amendment is to be applied prospectively for annual reporting periods beginning on or after January 1, 2023 and is applicable to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period.

The application of the Amendment did not have a material impact on the Company’s interim financial statements.

2. Amendment to IAS 12, “Income Taxes:

In May 2021, the IASB issued an amendment to IAS 12, “Income Taxes” (“IAS 12”), which narrows the scope of the initial recognition exception under IAS 12.15 and IAS 12.24 (“the Amendment”).

According to the recognition guidelines of deferred tax assets and liabilities, IAS 12 excludes recognition of deferred tax assets and liabilities in respect of certain temporary differences arising from the initial recognition of certain transactions. This exception is referred to as the “initial recognition exception”. The Amendment narrows the scope of the initial recognition exception and clarifies that it does not apply to the recognition of deferred tax assets and liabilities arising from transactions that are not a business combination and that give rise to equal taxable and deductible temporary differences, even if they meet the other criteria of the initial recognition exception.

The Amendment is effective for annual reporting periods beginning on or after January 1, 2023. In relation to leases and decommissioning obligations, the Amendment is applied commencing from the earliest reporting period presented in the financial statements in which the Amendment is initially applied. The cumulative effect of the initial application of the Amendment is recognized as an adjustment to the opening balance of retained earnings (or another component of equity, as appropriate) at that date.

The application of the Amendment did not have a material impact on the Company’s interim financial statements.

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GENERAL (Tables)

6 Months Ended

Jun. 30, 2023

GENERAL

Schedule of data regarding Israeli CPI and exchange rates of the U.S. dollar, the Euro and the Swiss Franc in relation to the NIS

	Israeli	Exchange rate of
	CPI	€ 1	U.S. $1	CHF 1
For the year ended	Points*	NIS
June 30, 2023	246.7	4.02	3.7	4.11
June 30, 2022	236.8	3.64	3.5	3.65
December 31, 2022	241.4	3.75	3.52	3.82

Change during the period	%
June 2023 (6 months)	2.2	7.2	5.1	7.6
June 2022 (6 months)	3.2	3.4	12.5	7.3
December 31, 2022	5.2	6.5	13.2	12.4

* The index on an average basis of 1993 = 100.

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REVENUES (Tables)

6 Months Ended

Jun. 30, 2023

REVENUES

Schedule of revenues

	Six months ended		Year ended
	June 30,		December 31,
	2023	2022	2022
	Unaudited		Audited
Revenues for services performed during the period	28,195	30,234	57,869
Revenues from sale of devices	810	666	1,129
	29,005	30,900	58,998

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MATERIAL EVENTS DURING THE REPORTING PERIOD (Tables)

6 Months Ended

Jun. 30, 2023

MATERIAL EVENTS DURING THE REPORTING PERIOD

Schedule of significant inputs used for the fair value measurement

Expected dividend	—	%
Expected volatility of the share price	41.18	%
Risk-free interest rate	4.11	%
Expected average life of options	2.01	years
Share price	CHF 11.55 ($ 12.53)

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2023

SEGMENT INFORMATION

Schedule of disaggregated revenue information

	Individuals	Institutions
	and	and
	communities	payers	Others	Total
Six months ended June 30, 2023 (unaudited):
Europe	—	6,831	—	6,831
Israel	10,909	10,716	—	21,625
Row	—	—	549	549
Total revenues	10,909	17,547	549	29,005
Six months ended June 30, 2022 (unaudited):
Europe	—	7,127	—	7,127
Israel	11,202	11,832	—	23,034
Row	—	—	739	739
Total revenues	11,202	18,959	739	30,900
Year ended December 31, 2022 (audited):
Europe	—	13,374	—	13,374
Israel	22,161	22,977	—	45,138
Row	—	—	486	486
Total revenues	22,161	36,351	486	58,998

Schedule of revenue from geographic segments

	Six months ended		Year ended
	June 30,		December 31,
	2023	2022	2022
	Unaudited		Audited
Europe	(2,672)	(1,169)	(3,044)
Israel	3,976	4,404	8,641
Row	(1,488)	(549)	(2,972)
	(184)	2,686	2,625
Unallocated income and expenses:
Corporate and
R&D expenses	(3,737)	(3,703)	(7,375)
Other expenses	(529)	—	(416)
Operating loss	(4,450)	(1,017)	(5,166)
Financial income, net	3,036	1,336	6,478
Profit (loss) before taxes on income	(1,414)	319	1,312

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FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2023

Financial instruments

Reconciliation of fair value measurements that are categorized within Level 3 of fair value hierarchy

	Financial instruments
			Call (put)
			option to
	Liability for	Liability to	non-controlling
	share options	underwriters	interests, net	Total
Balance as of January 1, 2023	(7,164)	(1,131)	245	(8,050)
Remeasurement recognized in:
Profit (loss)	1,848	(15)	(488)	1,345
Other comprehensive income (loss)	(17)	23	2	8
Exercise of Share Options into shares	5,333	—	—	5,333
Payment	—	1,123	—	1,123
As of June 30, 2023	—	—	(241)	(241)
Presented in balance sheet:
Put option for non-controlling interests, net	—	—	(241)	(241)

Sensitivity analysis of reasonably possible change in underlying asset value

Increase/decrease in		Effect on
underlying asset value		Fair value, net
+5	%	460
-5	%	(455)

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GENERAL (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Israeli
Exchange rates and linkage basis
CPI Points	246.7	236.8	241.4
Change	2.20%	3.20%	5.20%
€
Exchange rates and linkage basis
Exchange rate	4.02	3.64	3.75
Change	7.20%	3.40%	6.50%
U.S. $
Exchange rates and linkage basis
Exchange rate	3.7	3.5	3.52
Change	5.10%	12.50%	13.20%
CHF
Exchange rates and linkage basis
Exchange rate	4.11	3.65	3.82
Change	7.60%	7.30%	12.40%

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REVENUES - Schedule of revenues (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
REVENUES
Revenues	$ 29,005	$ 30,900	$ 58,998
Revenues for services
REVENUES
Revenues	28,195	30,234	57,869
Revenues from sale of devices
REVENUES
Revenues	$ 810	$ 666	$ 1,129

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MATERIAL EVENTS DURING THE REPORTING PERIOD (Details) SFr / shares in Units, $ / shares in Units, $ in Thousands, SFr in Millions	1 Months Ended		2 Months Ended		6 Months Ended			12 Months Ended
	Mar. 31, 2023 $ / shares shares	Mar. 31, 2023 $ / shares ₪ / shares shares	Feb. 28, 2023 USD ($) Options shares	Feb. 28, 2023 CHF (SFr) Options shares	Jun. 30, 2023 USD ($) Options Y $ / shares	Jun. 30, 2023 SFr / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2023 ₪ / shares
MATERIAL EVENTS DURING THE REPORTING PERIOD
Proceeds from exercises share options | $					$ 20,298		$ 239	$ 1,961
Total Issue costs | $					$ 512
Issued capital | Underwriters
MATERIAL EVENTS DURING THE REPORTING PERIOD
Exercise price | (per share)	$ 9.83	₪ 35.64
Exercisable period (in years)	2 years	2 years
Number of ordinary share in unit | shares	1	1
Number of options in an Unit | shares	0.5	0.5
Number of ordinary shares to acquire each option | shares	1	1
Exercise price of option included in the unit | (per share)	$ 12.01	₪ 12.01							₪ 43.56
2021 Executive and Key Employee Israeli Share Incentive Plan
MATERIAL EVENTS DURING THE REPORTING PERIOD
Number of options granted | Options					423,500
Vesting period					3 years
Percentage of vesting after one year					25.00%
Percentage of vesting in each quarter thereafter					9.375%
Expected dividend (In percentage)					0.00%
2021 Executive and Key Employee Israeli Share Incentive Plan | Minimum
MATERIAL EVENTS DURING THE REPORTING PERIOD
Weighted average fair value of options granted | (per share)					$ 3.76	SFr 3.37
Share price | SFr / shares						9.70
Exercise price | SFr / shares						9.36
Expected volatility					43.87%
Risk free interest rate					0.89%
Expected average life of options | Y					3.43
2021 Executive and Key Employee Israeli Share Incentive Plan | Maximum
MATERIAL EVENTS DURING THE REPORTING PERIOD
Weighted average fair value of options granted | (per share)					$ 5.05	4.66
Share price | SFr / shares						14.80
Exercise price | SFr / shares						SFr 15.56
Expected volatility					46.57%
Risk free interest rate					1.50%
Expected average life of options | Y					3.49
Exercise of options
MATERIAL EVENTS DURING THE REPORTING PERIOD
Proceeds from exercises share options			$ 20,300	SFr 18.7
Number of options exercised | Options			1,703,908	1,703,908
Number of options forfeited | Options			29,967	29,967
Amount paid to underwriters			$ 1,100	SFr 1.1
Share options granted to underwriter | shares			58,498	58,498

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MATERIAL EVENTS DURING THE REPORTING PERIOD - Fair value measurement of Share Options (Details) - Jun. 30, 2023	Total	Y	SFr / shares	$ / shares
Expected volatility of the share price
MATERIAL EVENTS DURING THE REPORTING PERIOD
Significant unobservable input	0.4118
Risk-free interest rate
MATERIAL EVENTS DURING THE REPORTING PERIOD
Significant unobservable input	0.0411
Expected average life of options
MATERIAL EVENTS DURING THE REPORTING PERIOD
Significant unobservable input		2.01
Share price
MATERIAL EVENTS DURING THE REPORTING PERIOD
Significant unobservable input			11.55	12.53

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SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
SEGMENT INFORMATION
Revenues	$ 29,005	$ 30,900	$ 58,998
Individuals and communities
SEGMENT INFORMATION
Revenues	10,909	11,202	22,161
Institutions and payers
SEGMENT INFORMATION
Revenues	17,547	18,959	36,351
Others
SEGMENT INFORMATION
Revenues	549	739	486
Europe
SEGMENT INFORMATION
Revenues	6,831	7,127	13,374
Europe | Institutions and payers
SEGMENT INFORMATION
Revenues	6,831	7,127	13,374
Israel
SEGMENT INFORMATION
Revenues	21,625	23,034	45,138
Israel | Individuals and communities
SEGMENT INFORMATION
Revenues	10,909	11,202	22,161
Israel | Institutions and payers
SEGMENT INFORMATION
Revenues	10,716	11,832	22,977
ROW
SEGMENT INFORMATION
Revenues	549	739	486
ROW | Others
SEGMENT INFORMATION
Revenues	$ 549	$ 739	$ 486

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SEGMENT INFORMATION - Geographic segments (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
SEGMENT INFORMATION
Revenues	$ 29,005	$ 30,900	$ 58,998
Other expenses	(529)	(91)	(416)
Operating loss	(4,450)	(1,017)	(5,166)
Profit (loss) before taxes on income	(1,414)	319	1,312
Operating segments
SEGMENT INFORMATION
Revenues	(184)	2,686	2,625
Unallocated income and expenses
SEGMENT INFORMATION
Corporate, R&D expenses	(3,737)	(3,703)	(7,375)
Other expenses	(529)		(416)
Operating loss	(4,450)	(1,017)	(5,166)
Financial income, net	3,036	1,336	6,478
Profit (loss) before taxes on income	(1,414)	319	1,312
Europe
SEGMENT INFORMATION
Revenues	6,831	7,127	13,374
Europe | Operating segments
SEGMENT INFORMATION
Revenues	(2,672)	(1,169)	(3,044)
Israel
SEGMENT INFORMATION
Revenues	21,625	23,034	45,138
Israel | Operating segments
SEGMENT INFORMATION
Revenues	3,976	4,404	8,641
ROW
SEGMENT INFORMATION
Revenues	549	739	486
ROW | Operating segments
SEGMENT INFORMATION
Revenues	$ (1,488)	$ (549)	$ (2,972)

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FINANCIAL INSTRUMENTS - Level 3 (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Financial instruments
Balance as of January 1, 2023	$ (51,494)
As of June 30, 2023	(40,195)
Level 3 of fair value hierarchy
Financial instruments
Balance as of January 1, 2023	(8,050)
Profit (loss)	1,345
Other comprehensive income (loss)	8
Exercise of Share Options into shares	5,333
Payment	1,123
As of June 30, 2023	(241)
Put option for non-controlling interests, net	(241)
Level 3 of fair value hierarchy | Liability for share options
Financial instruments
Balance as of January 1, 2023	(7,164)
Profit (loss)	1,848
Other comprehensive income (loss)	(17)
Exercise of Share Options into shares	5,333
Level 3 of fair value hierarchy | Liability to underwriters
Financial instruments
Balance as of January 1, 2023	(1,131)
Profit (loss)	(15)
Other comprehensive income (loss)	23
Payment	1,123
Level 3 of fair value hierarchy | Call (put) option to non-controlling interests, net
Financial instruments
Balance as of January 1, 2023	(245)
Profit (loss)	(488)
Other comprehensive income (loss)	2
As of June 30, 2023	(241)
Put option for non-controlling interests, net	$ (241)

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FINANCIAL INSTRUMENTS - Inputs to valuation model (Details) $ in Thousands	Jun. 30, 2023 USD ($) Y
Expected volatility of share price
Financial instruments
Significant unobservable input	0.4118
Risk-free interest rate
Financial instruments
Significant unobservable input	0.0411
Call (put) option to non-controlling interests, net
Financial instruments
Underlying asset value | $	$ 34,376
Call (put) option to non-controlling interests, net | Expected volatility of share price | Minimum
Financial instruments
Significant unobservable input	40.9
Call (put) option to non-controlling interests, net | Expected volatility of share price | Maximum
Financial instruments
Significant unobservable input	42.5
Call (put) option to non-controlling interests, net | Discount rate
Financial instruments
Significant unobservable input	14.9
Call (put) option to non-controlling interests, net | Risk-free interest rate
Financial instruments
Significant unobservable input	3.86
Call (put) option to non-controlling interests, net | Term of option
Financial instruments
Significant unobservable input | Y	3.17

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FINANCIAL INSTRUMENTS - Fair value sensitivity (Details) - Call (put) option to non-controlling interests, net $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Financial instruments
Percentage of reasonably possible increase in unobservable input	5.00%
Effect on fair value measurement due to reasonably possible increase in unobservable input	$ 460
Percentage of reasonably possible decrease in unobservable input	(5.00%)
Effect on fair value measurement due to reasonably possible decrease in unobservable input	$ (455)