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Alarum Technologies .(ALAR) - 2022 Q4 - Annual Report
ALARAlarum Technologies .(ALAR)2023-03-30 16:00

Revenue Growth - SaaS revenues increased by 4,522,000(624,522,000 (62%) to 11,850,000 in 2022 compared to 7,328,000in2021[316]−Advertisingservicesrevenuesincreasedby7,328,000 in 2021[316] - Advertising services revenues increased by 4,374,000 (188%) to 6,699,000in2022comparedto6,699,000 in 2022 compared to 2,325,000 in 2021[316] - Total revenues for 2022 amounted to 18,779,000,representingan8318,779,000, representing an 83% increase compared to 10,281,000 in 2021[316] - Consumer access segment revenues increased by 6,681,000(1976,681,000 (197%) to 10,070,000 in 2022 due to the consolidation of CyberKick[316] - Enterprise access segment SaaS revenues increased by 2,214,000(352,214,000 (35%) to 8,479,000 in 2022 compared to 6,265,000in2021[316]ProfitandLoss−Grossprofitfor2022was6,265,000 in 2021[316] Profit and Loss - Gross profit for 2022 was 10,127,000, representing a 97% increase compared to 5,136,000in2021[314]−Netlossfor2022was5,136,000 in 2021[314] - Net loss for 2022 was 13,151,000, slightly higher than the 13,125,000netlossin2021[314]−AdjustedEBITDAlossimprovedto13,125,000 net loss in 2021[314] - Adjusted EBITDA loss improved to 8,971,000 in 2022 from 11,128,000in2021[300]−Thecompanyrecordedanoperatinglossof11,128,000 in 2021[300] - The company recorded an operating loss of 13,424,000 in 2022, compared to an operating loss of 15,012,000in2021[329]−Netlossfor2022was15,012,000 in 2021[329] - Net loss for 2022 was 13,151,000, compared to a net loss of 13,125,000in2021[332]Expenses−Researchanddevelopmentexpensesdecreasedby13,125,000 in 2021[332] Expenses - Research and development expenses decreased by 738,000 (15%) to 4,033,000in2022comparedto4,033,000 in 2022 compared to 4,771,000 in 2021[314] - Selling and marketing expenses increased by 3,839,000(463,839,000 (46%) to 12,187,000 in 2022 compared to 8,348,000in2021[314]−Researchanddevelopmentexpensesdecreasedby8,348,000 in 2021[314] - Research and development expenses decreased by 738,000 (15%) to 4,033,000in2022,withconsumeraccesssegmentcostsgrowingduetoCyberKickconsolidationandenterprisecybersecuritysegmentcostsdroppingduetooutsourcing[321]−Salesandmarketingexpensesincreasedby4,033,000 in 2022, with consumer access segment costs growing due to CyberKick consolidation and enterprise cybersecurity segment costs dropping due to outsourcing[321] - Sales and marketing expenses increased by 3,839,000 (46%) to 12,187,000in2022,withconsumersegmentcostsgrowingduetoCyberKickconsolidationandenterprisecybersecuritysegmentcostsdroppingduetooutsourcing[324]−Generalandadministrativeexpensesdecreasedby12,187,000 in 2022, with consumer segment costs growing due to CyberKick consolidation and enterprise cybersecurity segment costs dropping due to outsourcing[324] - General and administrative expenses decreased by 251,000 (4%) to 6,762,000in2022,primarilyduetoreducedlegalfeesrelatedtointellectualpropertyprotectionactivities[327]CashFlowandFunding−AsofMarch24,2023,thecompanyhad6,762,000 in 2022, primarily due to reduced legal fees related to intellectual property protection activities[327] Cash Flow and Funding - As of March 24, 2023, the company had 3.1 million in cash and cash equivalents, which is expected to meet anticipated cash needs until at least December 31, 2023[334] - Net cash used in operating activities decreased by 1,055,000to1,055,000 to 8,051,000 in 2022, attributed to cost reductions in the enterprise security segment and increased loss from the consumer access segment due to CyberKick consolidation[336] - Net cash provided by investing activities was 5,037,000in2022,comparedtonetcashusedininvestingactivitiesof5,037,000 in 2022, compared to net cash used in investing activities of 9,796,000 in 2021, primarily due to the sale of short-term investments[338] - The company signed a strategic funding agreement with O.R.B. Spring Ltd. for up to 4,000,000,with4,000,000, with 2.22 million received by March 24, 2023[349] - The company repaid approximately 0.54milliontoO.R.B.fromsalesgeneratedbythefunding,usingarevenuesharemodel[350]−ThecompanyenteredintoanATMSalesAgreementtosellupto0.54 million to O.R.B. from sales generated by the funding, using a revenue share model[350] - The company entered into an ATM Sales Agreement to sell up to 5 million in ADSs, with 75thousandingrossproceedsfrom25,847ADSssoldasofMarch24,2023[351]−AsofMarch24,2023,thecompany′scashandcashequivalentswereapproximately75 thousand in gross proceeds from 25,847 ADSs sold as of March 24, 2023[351] - As of March 24, 2023, the company's cash and cash equivalents were approximately 3.1 million, expected to meet cash needs until December 31, 2023[353] - The company expects to require additional substantial capital for product development and commercialization, with future capital needs dependent on R&D costs, marketing, and potential acquisitions[353] - The company has incurred losses and generated negative cash flows since its inception in February 2013, relying on equity financings or credit facility loans to meet future cash needs[352][354] Intellectual Property and Legal Risks - The company identified material weaknesses in internal control over financial reporting as of December 31, 2022, with remediation efforts ongoing[107][108] - The company is exposed to foreign currency risk due to fluctuations in exchange rates, with a significant portion of expenses incurred in NIS[103] - The company may acquire other businesses, which could require significant management attention and potentially dilute shareholder value[104] - The company is subject to U.S. and Israeli export control and economic sanctions laws, which could impact its ability to compete in international markets[114] - Geopolitical risks from Russia's invasion of Ukraine may impact the company's ability to provide services in affected regions and cause share price decline[115] - The company relies on third-party software licenses, which may lead to disruptions in product releases if licenses are terminated or unavailable on favorable terms[116] - Use of open-source software could result in litigation, costly licenses, or additional R&D expenses if license terms change[117] - The company's reverse access technology is patent-protected in multiple jurisdictions, but there is no guarantee that pending or future patent applications will be granted[122] - Third-party intellectual property claims could delay product development or commercialization, requiring costly litigation or licensing agreements[129] - The company may face challenges enforcing non-compete agreements, potentially allowing competitors to benefit from former employees' expertise[120] - Patent policy changes in the U.S. and other countries could increase uncertainties and costs related to patent prosecution and enforcement[139] - The company has faced intellectual property litigation in the past, such as the Bright Data cases, which were dismissed but may indicate future risks[137] - Trade secrets and proprietary information may be difficult to protect, and breaches could harm the company's competitive position[127] - The company's trademarks and trade names may face challenges, potentially impacting brand recognition and market competitiveness[125] - The company may face challenges in protecting intellectual property rights globally due to varying legal protections and high enforcement costs, particularly in developing countries[148][150] - The company could be subject to inventorship disputes, potentially leading to litigation, loss of intellectual property rights, or payment of monetary damages[146] - The company may require third-party funding to enforce intellectual property rights, with no guarantee of securing favorable terms or successful litigation outcomes[151] - The company may face claims for remuneration from employees under Israeli Patent Law for "service inventions," potentially leading to additional costs or litigation[147] - Competitors may use the company's technologies in jurisdictions without patent protection, potentially developing competing products[149] Stock Market and Shareholder Issues - The company regained compliance with Nasdaq's Minimum Bid Requirement after the ADS ratio change to 1:10, with the closing bid price meeting or exceeding 1.00persharefor10consecutivebusinessdays[155]−AsofMarch24,2023,thecompanyhadapproximately32.9millionOrdinarySharesissuedandoutstanding,withanadditional16.1millionsharesissuableuponexerciseofwarrantsandemployeeoptions[158]−Thecompany′sADSholdersmaynotreceivethesamedividendsordistributionsasOrdinaryShareholdersduetolegalorpracticalconstraints,potentiallyimpactingADSvalue[161]−Thecompany′swarrantsarespeculative,withexercisepricesrangingfrom1.00 per share for 10 consecutive business days[155] - As of March 24, 2023, the company had approximately 32.9 million Ordinary Shares issued and outstanding, with an additional 16.1 million shares issuable upon exercise of warrants and employee options[158] - The company's ADS holders may not receive the same dividends or distributions as Ordinary Shareholders due to legal or practical constraints, potentially impacting ADS value[161] - The company's warrants are speculative, with exercise prices ranging from 6.75 to 2,870perADS,expiringfiveyearsafterissuance[162]−Thecompany′sADSscouldbedelistedfromNasdaqifitfailstomaintaincompliancewiththeMinimumBidRequirement,potentiallyimpactingliquidityandshareprice[153][156]−ThecompanydoesnotanticipatepayinganycashdividendsintheforeseeablefutureduetoIsraelilawrestrictionsandpotentialwithholdingtaxes[164]−HoldersofADSsmaynothavethesamevotingrightsasholdersofOrdinarySharesandmayfacedelaysinreceivingvotingmaterials[166][167][168]−Thecompanyqualifiesasan"emerginggrowthcompany"undertheJOBSActandintendstotakeadvantageofexemptionsuntilatleastDecember31,2023[170][171]−Thecompanymayrelyonexemptionsthatreducethefrequencyandscopeofinformationprovidedtoinvestors,potentiallymakingitsADSsorOrdinaryShareslessattractive[172]−Asaforeignprivateissuer,thecompanyisexemptfromcertainSECandNasdaqrequirements,resultinginlessinvestorprotectioncomparedtoU.S.domesticissuers[174][175]−ThecompanydoesnotexpecttobeclassifiedasaPassiveForeignInvestmentCompany(PFIC)for2022,butfuturestatusisuncertainandcouldhaveadversetaxconsequencesforU.S.taxpayers[176][177]−HoldersofADSsmaynotbeentitledtoajurytrialinlegalproceedingsrelatedtothedepositagreement,whichcouldresultinlessfavorableoutcomes[178][179]−Israelilawandthecompany′sarticlesofassociationmaydelayorpreventmergersoracquisitions,eveniffavorabletothecompanyanditsshareholders[180]−Israelicorporatelawrequiresatleast50daysfromfilingamergerproposaland30daysfromshareholderapprovalformergers,withamajorityofeachclassofsecuritiesofthetargetcompanyneedingtoapprovethemerger[181]−Atenderofferforallofacompany′sissuedandoutstandingsharesrequirespositiveresponsesfromholdersofatleast952,870 per ADS, expiring five years after issuance[162] - The company's ADSs could be delisted from Nasdaq if it fails to maintain compliance with the Minimum Bid Requirement, potentially impacting liquidity and share price[153][156] - The company does not anticipate paying any cash dividends in the foreseeable future due to Israeli law restrictions and potential withholding taxes[164] - Holders of ADSs may not have the same voting rights as holders of Ordinary Shares and may face delays in receiving voting materials[166][167][168] - The company qualifies as an "emerging growth company" under the JOBS Act and intends to take advantage of exemptions until at least December 31, 2023[170][171] - The company may rely on exemptions that reduce the frequency and scope of information provided to investors, potentially making its ADSs or Ordinary Shares less attractive[172] - As a foreign private issuer, the company is exempt from certain SEC and Nasdaq requirements, resulting in less investor protection compared to U.S. domestic issuers[174][175] - The company does not expect to be classified as a Passive Foreign Investment Company (PFIC) for 2022, but future status is uncertain and could have adverse tax consequences for U.S. taxpayers[176][177] - Holders of ADSs may not be entitled to a jury trial in legal proceedings related to the deposit agreement, which could result in less favorable outcomes[178][179] - Israeli law and the company's articles of association may delay or prevent mergers or acquisitions, even if favorable to the company and its shareholders[180] - Israeli corporate law requires at least 50 days from filing a merger proposal and 30 days from shareholder approval for mergers, with a majority of each class of securities of the target company needing to approve the merger[181] - A tender offer for all of a company's issued and outstanding shares requires positive responses from holders of at least 95% of the issued share capital and a majority of offerees without a personal interest, unless the acquirer holds at least 98% of the company's outstanding shares[181] - Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law, and tax deferral for mergers is contingent on conditions including a two-year holding period[182] - The rights and responsibilities of holders of the company's securities are governed by Israeli law, which differs from U.S. law, including duties to act in good faith and refrain from abusing power in the company[185] - Enforcing a U.S. court judgment against the company in Israel may be difficult, and Israeli courts may refuse to hear claims based on U.S. securities laws[187] - Political, economic, and military instability in Israel could adversely affect the company's business, product development, and operations[189] - Employees in Israel, including senior management, may be called to military reserve duty, potentially disrupting operations[192] - The company's insurance does not cover losses from events associated with the security situation in the Middle East, and government coverage for damages may not be sufficient[193] - The company may seek additional capital through equity or debt offerings, which could dilute existing shareholders' ownership and affect their rights[198] - The market price of the company's ADSs has fluctuated significantly, with a low of 1.53 and a high of $2.88 per ADS in the first quarter of 2023[204] - The stock market, especially for technology companies, has experienced extreme price and volume fluctuations, which could lead to extreme volatility in the company's ADSs and potential decline in value[205] - The company's ADSs have low trading volume, which exacerbates volatility, though trading volume has recently increased[205] - The company may face securities litigation due to stock price volatility, which could result in substantial costs and diversion of management attention[207] - Adverse securities or industry analyst reports or changes in recommendations could negatively impact the company's share price and trading volume[208] - The company has no control over analyst coverage, and unfavorable or discontinued coverage could reduce visibility in financial markets, potentially leading to a decline in share price or trading volume[209]