Financial Performance - The company reported revenues of USD 59.0 million for 2022, a 27% increase compared to USD 46.4 million in 2021 in constant currency[10]. - Adjusted EBITDA for the period was USD 4.1 million, a decrease of 35% from USD 6.4 million in 2021 in constant currency, primarily due to investments in the US and Germany[10]. - The company achieved a net profit of USD 0.2 million, compared to a net loss of USD 13.3 million in 2021 in constant currency[14]. - In Germany, revenues decreased by 16% to USD 13.4 million compared to 2021 in constant currency, attributed to increased R&D expenses and competition[15]. - In the US, revenues remained stable at USD 0.5 million, with significant investments leading to a negative contribution of approximately USD 3.0 million during the period[20][21]. - Revenues in Israel increased by 51% to USD 45.1 million compared to USD 30.0 million in 2021 in constant currency, largely due to the consolidation of Mediton results[23]. - The company has a cash position of USD 18.7 million at the end of the reported period, indicating a strong balance sheet[10]. Contracts and Market Expansion - The company secured a seven-year contract with BARMER, one of Germany's largest health insurers, for Doctors' Virtual Visit and Telehealth services, expanding access to over 12.5 million insured individuals[16][19]. - The company plans to commence direct-to-consumer sales in the US pending FDA OTC clearance, supported by an inventory of USD 5.6 million of SmartHeart® devices[22]. - The company commenced trading on Nasdaq® on April 3, 2023, which is expected to enhance visibility in the US market[27]. Corporate Structure and Governance - SHL operates in one business segment - telemedicine services, providing centralized remote diagnostic and monitoring services to end-users[53]. - The company has subsidiaries in Israel, Germany, and the U.S., with SHL Germany providing telemedicine services mainly through German health insurers[53]. - The financial statements committee was eliminated, and its tasks were transferred to the Audit Committee effective January 15, 2023[48]. - The company is subject to the corporate governance principles laid down in the Israeli Companies Law and the regulations of the SIX Swiss Exchange[51]. - The Board of Directors consists of eight members, including two Independent Directors, in compliance with Israeli regulations[104]. - The company has a diverse board with members holding various significant positions in the financial and healthcare sectors[119][121][123][124]. Share Capital and Ownership - As of December 31, 2022, SHL's market capitalization was CHF 217.3 million, with 14,683,644 shares issued out of an authorized capital of 250,000 NIS[57]. - As of December 31, 2022, the company had 100% ownership in several subsidiaries, including SHL Telemedicine International Ltd. and SHL Telemedicine USA, Inc.[59]. - As of December 31, 2022, Mrs. Mengke Cai and Kun Shen hold 5,969,413 ordinary shares, representing 40.65% of the voting rights[64]. - More Provident Funds and Pension Ltd increased its holdings to 1,812,525 shares, accounting for 11.06% of the voting rights[67]. - The total share position of the Company as of December 31, 2022, includes 2,735,305 shares (18.63%) related to shares and granted incentive plan options[67]. - The authorized share capital is NIS 250,000, divided into 25,000,000 ordinary shares with a par value of NIS 0.01 each[71]. - As of December 31, 2022, the issued and outstanding share capital was NIS 146,822.72, consisting of 14,682,272 ordinary shares[72]. Compensation and Incentives - The Company is not aware of any cross-shareholdings exceeding 5% of the share capital and voting rights by any significant shareholders[70]. - Under the 2021 Share Incentive Plan, a maximum of 4,077,346 options are reserved for issuance, with 1,969,119 options available for grant as of the date hereof[75]. - The weighted average exercise price of options outstanding at the end of 2022 was CHF 11.85, with a fair value of CHF 3,215,749[80]. - The Company held 1,372 of its own Ordinary Shares as of December 31, 2022, which do not confer voting rights[92]. - The Company has no Convertible Bonds issued, and all options are detailed in the authorized capital section[102]. - The Compensation Policy aims to align officer compensation with SHL's long-term goals and risk management policies[185]. - The aggregate fair value of share-based compensation for officers is capped at 1.5 times the annual base salary for each officer, and 2.5 times for the CEO, over a three-year period[189]. - The annual cash bonus for executive officers can be up to 12 times the CEO's base salary and up to 6 times for other VPs[196]. - A minimum performance threshold of 80% of target KPIs is required for any annual bonus payment[195]. Board Activities and Committees - The Board of Directors approved the elimination of the FS Committee on January 15, 2023, transferring its functions to the Audit Committee[155]. - The Audit Committee held two meetings during the year, each lasting approximately 1 hour, with attendance from the CEO, CFO, and external auditors[148]. - The Compensation Committee conducted five meetings in the year, with an average duration of approximately 1 hour, attended by the CEO and CFO[151]. - The Investment Committee was established on February 21, 2019, to determine the investment policy for cash proceeds not required for ongoing operations[157]. - The M&A Committee was appointed on June 16, 2019, to facilitate prospective M&A transactions[158]. - The Cyber Committee was established on February 10, 2020, to recommend actions for the security of the Company's information technology systems[160]. - The Executive Committee was appointed on May 17, 2020, to assist the CEO in operating the Company's ongoing business[162]. - The Internal Auditor, Mr. Michael Gilinsky, was appointed in March 2021 and participated in one Audit Committee meeting during the year[163]. Risk Management and Compliance - SHL's risk management includes ongoing identification and mitigation of financial and non-financial risks, including credit and liquidity risks[166]. - The company has an Internal Auditor who examines processes and controls related to financial operations and compliance[165]. - The Audit Committee is required to examine flaws in business management and propose remedial measures to the Board[147].
SHL Telemedicine .(SHLT) - 2022 Q4 - Annual Report