Exhibit 99.2
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2023
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2023
TABLE OF CONTENTS
Page | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
Condensed Consolidated Statements of Financial Position | 2 |
Condensed Consolidated Statements of Profit or Loss | 3 |
Condensed Consolidated Statements of Changes in Equity | 4 |
Condensed Consolidated Statements of Cash Flows | 5-6 |
Notes to Condensed Consolidated Financial Statements | 7-13 |
1
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)
June 30, 2023 | December 31, 2022 | |||||||
U.S. dollars in thousands | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | ||||||||
Short-term restricted deposits | ||||||||
Accounts receivable: | ||||||||
Trade, net | ||||||||
Other | ||||||||
Non-current assets | ||||||||
Long-term restricted deposits | ||||||||
Long-term deposits | ||||||||
Property and equipment, net | ||||||||
Right of use assets | ||||||||
Intangible assets, net | ||||||||
Goodwill | ||||||||
Other non-current assets | ||||||||
Total assets | ||||||||
LIABILITIES AND EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable and accruals: | ||||||||
Trade | ||||||||
Other | ||||||||
Short-term bank loans | ||||||||
Current maturities of long-term loans | ||||||||
Contract liabilities | ||||||||
Derivative financial instruments | ||||||||
Short-term lease liabilities | ||||||||
Non-current liabilities | ||||||||
Long-term lease liabilities | ||||||||
Long-term loans | ||||||||
Deferred tax liabilities | ||||||||
Total liabilities | ||||||||
Equity | ||||||||
Ordinary shares | ||||||||
Share premium | ||||||||
Other equity reserves | ||||||||
Accumulated deficit | ( | ) | ( | ) | ||||
Total equity | ||||||||
Total liabilities and equity |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
(UNAUDITED)
Six months ended June 30, | ||||||||
2023 | 2022 | |||||||
U.S. dollars in thousands (except per share amounts) | ||||||||
Revenue | ||||||||
Cost of revenue | ||||||||
Gross profit | ||||||||
Operating expenses: | ||||||||
Research and development expenses | ||||||||
Selling and marketing expenses | ||||||||
General and administrative expenses | ||||||||
Impairment of goodwill | ||||||||
Total operating expenses | ||||||||
Operating loss | ||||||||
Financial expense | ||||||||
Financial income | ( | ) | ( | ) | ||||
Financial expense (income), net | ( | ) | ||||||
Loss before taxes on income | ||||||||
Tax benefit | ( | ) | ( | ) | ||||
Loss for the period | ||||||||
( | ) | ( | ) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
Ordinary shares | ||||||||||||||||||||||||
Number of shares | Amount | Share premium | Other equity reserves | Accumulated deficit | Total | |||||||||||||||||||
U.S. dollars in thousands (except share data) | ||||||||||||||||||||||||
Balance at January 1, 2023 | ( | ) | ||||||||||||||||||||||
Changes during the six months ended June 30, 2023: | ||||||||||||||||||||||||
Exercise of options | ( | ) | ||||||||||||||||||||||
Share-based payments | - | |||||||||||||||||||||||
Expiration of options | - | ( | ) | |||||||||||||||||||||
At-the-market offering, net of issuance costs | ||||||||||||||||||||||||
Loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
Balance at June 30, 2023 | ( | ) | ||||||||||||||||||||||
Balance at January 1, 2022 | ( | ) | ||||||||||||||||||||||
Changes during the six months ended June 30, 2022: | ||||||||||||||||||||||||
Exercise of pre-funded warrants | ( | ) | ||||||||||||||||||||||
Exercise of options | ( | ) | ||||||||||||||||||||||
Share-based payments | - | |||||||||||||||||||||||
Expiration of options | - | ( | ) | |||||||||||||||||||||
Issuance of shares for service provider | ||||||||||||||||||||||||
Loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
Balance at June 30, 2022 | ( | ) |
* |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended June 30, | ||||||||
2023 | 2022 | |||||||
U.S. dollars in thousands | ||||||||
Cash flows from operating activities | ||||||||
Loss for the period | ( | ) | ( | ) | ||||
Adjustments required to reflect the cash flows from operating activities: | ||||||||
Effect of exchange rate differences on cash and cash equivalents and restricted deposits balances | ||||||||
Change in financial liabilities at fair value through profit or loss | ( | ) | ( | ) | ||||
Change in financial assets at fair value through profit or loss | ||||||||
Impairment of goodwill and intangible assets | ||||||||
Depreciation and amortization | ||||||||
Interest portion of lease payments | ||||||||
Finance income related to long-term loan | ( | ) | ||||||
Interest expenses related to short-term bank loans | ||||||||
Share-based payments | ||||||||
Changes in operating asset and liability items: | ||||||||
Increase in trade receivables | ( | ) | ( | ) | ||||
Decrease in other receivables | ||||||||
Increase (decrease) in trade payables | ( | ) | ||||||
Decrease in other payables | ( | ) | ( | ) | ||||
Decrease in deferred tax liabilities | ( | ) | ( | ) | ||||
Increase in contract liabilities | ||||||||
( | ) | |||||||
Net cash used in operating activities | ( | ) | ( | ) | ||||
Cash flows from investing activities | ||||||||
Purchase of short-term investments | ( | ) | ||||||
Sale of short-term investments | ||||||||
Short-term restricted deposits | ( | ) | ||||||
Repayment of short-term restricted deposits | ||||||||
Lease deposit | ( | ) | ||||||
Repayment of long-term restricted deposits | ||||||||
Long-term deposits | ( | ) | ||||||
Long-term restricted deposits | ( | ) | ( | ) | ||||
Purchase of property and equipment | ( | ) | ( | ) | ||||
Net cash provided by investing activities | ||||||||
Cash flows from financing activities | ||||||||
Long-term loans received | ||||||||
Long-term loans interest payments | ( | ) | ||||||
Long-term loans principal payments | ( | ) | ||||||
Short-term bank loans | ||||||||
Repayment of short-term bank loans | ( | ) | ||||||
Short-term bank loans interest payments | ( | ) | ||||||
Interest portion of lease payments | ( | ) | ( | ) | ||||
Principal portion of lease payments | ( | ) | ( | ) | ||||
Proceeds from exercise of options | ||||||||
Proceeds from at-the-market offering | ||||||||
Offering costs | ( | ) | ||||||
Net cash provided by financing activities |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended June 30 | ||||||||
2023 | 2022 | |||||||
U.S. dollars in thousands | ||||||||
Changes in n cash and cash equivalents | ||||||||
Cash and cash equivalents at beginning of the period | ||||||||
Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
Cash and cash equivalents at end of the period | ||||||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
Addition of right-of-use assets |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - GENERAL:
Alarum Technologies Ltd. (formerly known as Safe-T Group Ltd. and collectively referred to with its wholly-owned subsidiaries as the “Company” or “Alarum”) is a global provider of internet access solutions to consumers and enterprises.
The Company’s ordinary shares are listed on the Tel Aviv Stock Exchange (“TASE”) and the Company’s American Depositary Shares (“ADSs”) are listed on the Nasdaq Capital Market.
The Company currently operates in
The Company’s enterprise internet access solutions are provided through the Company’s wholly-owned subsidiary NetNut Ltd. (“NetNut”) and enable customers to collect data anonymously at any scale from any public sources over the web using a unique hybrid network. The Company’s consumer internet access solutions are provided through the Company’s wholly-owned subsidiary CyberKick Ltd. (“CyberKick”), and provide a wide security blanket against ransomware, viruses, phishing, and other online threats as well as a powerful, secured and encrypted connection, masking the customers online activity and keeping them safe from hackers. For further information regarding the scale down of the Company’s consumer internet access segment, see Note 4.
The Company has suffered recurring losses from operations, has an accumulated deficit as of June 30, 2023, as well as cash outflows from operating activities in recent years. The Company monitors its cash flow projections on a current basis and takes active measures to obtain funding if it requires it to continue its operations. These cash flow projections are subject to various risks and uncertainties concerning their fulfilment. These factors and the risk inherent in the Company’s operations may cast significant doubt on the Company’s ability to continue as a going concern. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include the continued monitoring of operations with the emphasis on profitability in order to generate positive cash flow and when necessary, also raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances, however, that the Company will be successful in obtaining the level of profitability or financing needed for its operations. If the Company is unsuccessful in generating positive cash flow and raising capital, it may need to reduce activities, curtail or cease operations.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Basis of presentation
The Company’s condensed consolidated financial statements for the six months ended June 30, 2023, have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”. These condensed consolidated financial statements, which are unaudited, do not include all of the information and disclosures that would otherwise be required in a complete set of annual financial statements and should be read in conjunction with the annual financial statements for the year ended December 31, 2022 and their accompanying notes, which have been prepared in accordance with International Financial Reporting Standards as published by the International Accounting Standards Board.
The results of operations for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2023, or for any other interim period.
7
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
Estimates
The preparation of interim financial statements requires the Company’s management to exercise its judgment and to use significant accounting estimates and assumptions that affect the application of the Company’s accounting policies and the amounts of reported assets, liabilities, income and expenses. Actual results may materially differ from those estimates. In preparation of these condensed consolidated financial statements, the significant judgments that were exercised by the management in applying the Company’s accounting policies and the key sources of estimation uncertainty were similar to those applied in the Company’s annual financial statements for the year ended December 31, 2022.
Accounting policies
The accounting policies applied in the preparation of these condensed consolidated financial statements are consistent with those applied in the preparation of the annual financial statements for the year ended December 31, 2022, other than described below.
New standards and amendments adopted
Several new standards, amendments to standards and interpretations are effective for annual periods beginning January 1, 2023 and have been applied in preparing these condensed consolidated financial statements. None of these had a material effect on the Company’s condensed consolidated financial statements.
New standards and amendments not yet adopted
Several new standards, amendments to standards and interpretations are effective for annual periods beginning after January 1, 2024 and have not been applied in preparing these condensed consolidated financial statements. None of these are expected to have a material effect on the Company’s condensed consolidated financial statements.
NOTE 3 - DISAGGREGATED REVENUE DATA:
Revenue by Source
Six months ended June 30, | ||||||||
2023 | 2022 | |||||||
U.S. dollars in thousands | ||||||||
Software as a Service | ||||||||
Advertising services | ||||||||
Software licenses | ||||||||
Software support services | ||||||||
8
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
NOTE 4 - GOODWILL & INTANGIBLE ASSETS:
Six months ended June 30, 2023
CyberKick
During the six months ended June 30, 2023, the Company identified triggering events for potential impairment in its CyberKick cash-generating unit.
The triggering events include a material decrease in the forecasted operations results of CyberKick’s distribution of third-party developers’ products activity, as a result of the suspension of activity by a major customer, as well as a decrease in the forecasted operations results of its own developed products activity. Accordingly, the Company performed impairment tests for the intangible assets that constitute CyberKick’s cash-generating unit as of June 30, 2023, and thereafter, for the entire cash-generating unit.
The recoverable amount
of the customer relations was assessed by management based on its value-in-use. The value-in-use calculation use after-tax cash flow projections
covering a three-year forecasted period. The key assumptions used are probability of customer resuming purchases during next year of
The recoverable amount
of the technology was assessed by management based on its value-in-use. The value-in-use calculation use after-tax cash flow projections
covering a three-year forecasted. The key assumption used is after-tax discount rate of
Following the above impairments,
the recoverable amount of the entire cash-generating unit was assessed by management based on its fair value less costs of disposal (level
3 measurement). As a result, the Company recorded goodwill impairment loss of $
NetNut
During the six months ended June 30, 2023, no adjustment to the carrying value of goodwill was necessary.
Six months ended June 30, 2022
CyberKick
During the six months ended June 30, 2022, no adjustment to the carrying value of goodwill was necessary.
NetNut
During the six months ended June 30, 2022, no adjustment to the carrying value of goodwill was necessary.
NetNut Networks LLC (“NetNut Networks”)
During the six months ended June 30, 2022, the
Company identified triggering events for potential impairment in its NetNut Networks cash-generating unit. As a result, a goodwill impairment
loss of $
9
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
NOTE 5 - SHORT-TERM BANK LOANS:
On May 25, 2022, CyberKick
entered into a revolving line of credit agreement with United Mizrahi-Tefahot Bank Ltd. (the “Bank”), in an amount of up to
$
On April 13, 2023, the line of credit agreement was extended until March 31, 2024, under the same terms.
As of June 30, 2023
and December 31, 2022, the balance of all revolving 3-month loans, including accrued interest, was $
NOTE 6 - STRATEGIC FUNDING:
On August 8, 2022, the Company signed a strategic
funding agreement with O.R.B. Spring Ltd. (“O.R.B.”), as further amended on October 27, 2022, of up to $
On January 30, 2023, the Company signed on a second
amendment to the O.R.B. agreement., according to which, O.R.B. will fund the Company with 18 tranches of $
During the six months ended June 30, 2023, the
Company withdrew an aggregate amount of $
10
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
NOTE 7 - LEASES:
On June 1, 2023, NetNut signed a new office
lease agreement. According to the agreement, the lease period will be extended for an additional
Until the expiration of the current lease agreement
in October 2023, NetNut will lease the additional space of
NOTE 8 - EQUITY:
Composition
Number of shares | ||||||||||||||||
Authorized | Issued and paid | Authorized | Issued and paid | |||||||||||||
June 30, 2023 | December 31, 2022 | |||||||||||||||
Ordinary shares of no-par value |
Shares issuance
During the six months ended June 30, 2023, the
Company issued
During the six months ended June 30, 2022, the
Company issued
During the six months periods ended June 30,
2023 and 2022,
NOTE 9 - LOSS PER SHARE:
Six months ended June 30, | ||||||||
2023 | 2022 | |||||||
Loss attributable to Company’s owners (U.S. dollars in thousands) | ||||||||
The weighted average of the number of ordinary shares in issue (in thousands) | ||||||||
( | ) | ( | ) |
Diluted loss per share is the same as basic loss per share for the periods presented because the effects of potentially dilutive items were antidilutive.
11
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
NOTE 10 - ENTITY LEVEL DISCLOSURES AND SEGMENT INFORMATION:
Management has determined the Company’s operating segments based on the information reviewed by the Company’s chief operating decision maker for the purpose of allocating resources to the segments and assessing their performance. The chief operating decision maker, who is the Company’s Chief Executive Officer, examines the performance of the operating segments based on revenues and profit (loss) before depreciation, amortization and impairment of intangible assets, interest and tax, as further adjusted for the effect of impairment of goodwill, contingent consideration adjustments, share-based payments and other adjustments, as applicable (“adjusted EBITDA”). Starting 2023, the Company operates in two main segments, which are the enterprise internet access segment and the consumer internet access segment, and the enterprise cybersecurity segment is no longer material. Accordingly, the enterprise cybersecurity segment is presented as “other” segment for the six months ended June 30, 2023 and 2022 (see also Note 11).
Enterprise internet access |
Consumer internet access |
Other | Consolidated | Adjustment to net loss for the period |
||||||||||||||||
Six months ended June 30, 2023 | ||||||||||||||||||||
U.S. dollar in thousands | ||||||||||||||||||||
Revenues | ||||||||||||||||||||
Adjusted operating profit | ||||||||||||||||||||
Non-attributable corporate expenses | ( |
) | ||||||||||||||||||
Share-based payments | ( |
) | ||||||||||||||||||
Impairment of goodwill | ( |
) | ||||||||||||||||||
Depreciation, amortization and impairment | ( |
) | ||||||||||||||||||
Operating loss | ( |
) | ||||||||||||||||||
Financial expenses, net | ||||||||||||||||||||
Tax benefit | ||||||||||||||||||||
Net loss for the period | ( |
) |
Consumer internet access |
Enterprise internet access |
Other | Consolidated | Adjustment to net loss for the period |
||||||||||||||||
Six months ended June 30, 2022 | ||||||||||||||||||||
U.S. dollar in thousands | ||||||||||||||||||||
Revenue | ||||||||||||||||||||
Adjusted operating loss | ( |
) | *( |
) | ( |
) | ( |
) | ||||||||||||
Non-attributable corporate costs | ( |
) | ||||||||||||||||||
Depreciation and amortization | ( |
) | ||||||||||||||||||
Share-based payments | ( |
) | ||||||||||||||||||
Impairment of goodwill | ( |
) | ||||||||||||||||||
Operating loss | ( |
) | ||||||||||||||||||
Financial expenses, net | ( |
) | ||||||||||||||||||
Tax benefit | ||||||||||||||||||||
Net loss for the period | ( |
) |
* |
12
ALARUM TECHNOLOGIES LTD. (FORMERLY SAFE-T GROUP LTD.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
NOTE 11 - SUBSEQUENT EVENTS:
Sale of the enterprise cybersecurity activity
On July 4, 2023, the
Company signed an agreement with TerraZone Ltd. (“TerraZone”) for the sale of its enterprise cybersecurity activity in
exchange for
Scale down of CyberKick’s operation
In July 2023, following the recent developments in the Company’s consumer internet access segment, as further described above, the Company decided to scale down the operations of CyberKick, with material expenses and headcount reductions, in order to right-size accordingly. The Company will focus on this segment only on its current paying customers which require minor costs to maintain and generate revenues from.
Short-term bank loan
In July 2023, CyberKick reached an arrangement with the Bank, for early repayment of the short-term loan. On August 9, 2023, the entire loan balance was repaid.
13