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Business Combinations

12 Months Ended

Dec. 31, 2024

NOTE 3:- BUSINESS COMBINATIONS

Current year acquisitions:

On April 4, 2024, the Company acquired 100% of Theoris Group Inc. (“Theoris”). Theoris is a U.S.-based IT and engineering consulting firm providing a wide range of services including strategic data management, analytics, application development, cloud initiatives, and technical talent acquisition. Total purchase price consideration amounted to $13,096 which consisted of a base purchase price of $10,000, a deferred payment of $2,256 payable in two equal annual installments, and a working capital adjustment consideration of $840. The fair value of the consideration was determined in accordance with IFRS 3 and measured as of the acquisition date.

Theoris’ results of operations were included in the consolidated financial statements of the Company commencing April 4, 2024. Acquisition-related costs were immaterial. Unaudited pro forma condensed results of operations were not presented since they were not material to the Company’s consolidated statement of profit or loss.

The following table summarizes the estimated fair values of the assets acquired and liabilities at the date of acquisition:

Net assets, excluding cash acquired of $286	$	2,321
Intangible assets		5,205
Goodwill		5,284
Total net assets acquired	$	12,810

The goodwill resulting from the acquisition of Theoris is primarily attributable to potential synergies with the Company, as well as certain intangible assets that do not qualify for separate recognition.

On July 3, 2024, the Company entered into an Asset Purchase Agreement to acquire the entire operating activity of the nursing care business (“Adam Care”) from Meida Computers Software Solutions Ltd. for a total consideration of $1,596 which was paid upon closing. Adam Care, an Israel-based provider of welfare and employment support services, delivers a range of human resources and welfare-related solutions to local authorities and corporate clients, including services related to employment integration, income assurance, wage and benefits administration, and specialized support centers for individuals entitled to public assistance. The acquisition meets the definition of a business under IFRS 3 and therefore was accounted for as a business combination using the acquisition method.

Adam Care’s results of operations were included in the consolidated financial statements of the Company commencing July 3, 2024. Acquisition-related costs were immaterial. Unaudited pro forma condensed results of operations were not presented since they were not material to the Company’s consolidated statement of profit or loss.

The following table summarizes the estimated fair values of the identifiable assets acquired at the acquisition date:

Customer relationships	$	529
Technology		309
Goodwill		758
Total net assets acquired	$	1,596

The goodwill from the acquisition of Adam Care is primarily attributable to potential synergy with the Company, as well as certain intangible assets that do not qualify for separate recognition.

On October 31, 2024, the Company acquired 100% of Executive Life Ltd. (“Executive Life”), a U.S.-based recruitment firm headquartered in Long Island, New York. Executive Life specializes in executive recruitment services across various industries including construction, IT, marketing, accounting, finance, and manufacturing engineering, primarily in New York, New Jersey, Connecticut, Texas, and California. Total purchase price consideration amounted to $1,472 which consisted of a base purchase price of $800 and a deferred payment of $672, payable on the one year anniversary of acquisition date. The fair value of the consideration was determined in accordance with IFRS 3 and measured as of the acquisition date. The acquisition strengthens the Company’s talent acquisition capabilities and broadens its consulting and professional service offerings in the U.S. market.

Executive Life’s results of operations were included in the consolidated financial statements of the Company commencing November 1, 2024. Acquisition-related costs were immaterial. Unaudited pro forma condensed results of operations were not presented since they were not material to the Company’s consolidated statement of profit or loss.

The following table summarizes the estimated fair values of the assets acquired and liabilities at the date of acquisition:

Net assets, excluding cash acquired of $156	$	244
Intangible assets		229
Goodwill		843
Total net assets acquired	$	1,316

The goodwill from the acquisition of Executive Life is primarily attributable to potential synergy with the Company, as well as certain intangible assets that do not qualify for separate recognition.

The estimated fair values of the tangible and intangible assets are provisional and are based on information that was available as of the acquisition date to estimate the fair value of these amounts. The Company’s management believes the information provides a reasonable basis for estimating the fair values of these amounts, but is waiting for additional information necessary to finalize those fair values. Therefore, provisional measurements of fair value reflected are subject to change. The Company expects to finalize the tangible and intangible assets valuation and complete the acquisition accounting as soon as practicable but no later than the measurement period.

Prior years acquisitions:

On June 8, 2023, the Company acquired 60% of K.M.T. (M.H.) Technologies Communication Computer Ltd. (“KMT”). KMT delivers a broad spectrum of ICT products, cloud platform, VoIP, technical support and planning and construction of computing. KMT was acquired for a total consideration of NIS 55,039 ($14,875). NIS 60 million was paid upon closing of which a payment of NIS 15 million is related to a contingent consideration depending on the future operating results achieved by KMT referring to years 2023-2025. If the future operating results will not be fully achieved, the seller will be required to return the whole or part of the contingent consideration. This contingent consideration was accounted for as a financial asset measured at its fair value as of the acquisition date of NIS 5 million ($1.4 million). The fair value of the financial asset at December 31, 2024 was NIS 9.7 million ($2.7 million).

The results of operations were included in the consolidated financial statements of the Company commencing June 30, 2023. Acquisition-related costs were immaterial. Unaudited pro forma condensed results of operations were not presented since they were not material to the Company’s consolidated statement of profit or loss.

The following table summarizes the estimated fair values of the assets acquired and liabilities at the date of acquisition

Net assets, excluding $632 of cash acquired	$	197
Intangible assets, net of deferred tax liabilities		8,281
Non-controlling interests		(3,644	)
Goodwill		9,410
Total assets acquired	$	14,244

The goodwill from the acquisition of KMT is primarily attributable to potential synergy with the Company, as well as certain intangible assets that do not qualify for separate recognition. The goodwill is not deductible for income tax purposes.

On December 2, 2021, the Company entered into a Share Purchase Agreement (“the Agreement”) to acquire 50.1% of the outstanding share capital of Appush Ltd. (formerly known as Vidstart Ltd.) (“Appush”), a provider of a video advertising platform that offers personalized automated methods and real-time smart optimization, helping its clients achieve high yields in the competitive digital ecosystem, for $21,492. Of which amount, $11,042 was paid upon closing. The final closing and execution of the Agreement occurred on January 27, 2022. In addition, the Company paid $1.5 million as an advance payment for future acquisition of the remainder of Appush’s shares. According to the Agreement, the Company is obliged to purchase the remainder of Appush’s shares in stages until it will hold 100% of Appush’s shares on or before December 31, 2026. This obligation was accounted for as a financial liability measured at its fair value as of the acquisition date of $10,450. Beyond the $11,042 paid in 2021, the Company paid $239 in 2022, $4,962 in 2023 and $3,678 in 2024. The fair value of the financial liability at December 31, 2024 was $1,231.

The results of operations were included in the consolidated financial statements of the Company commencing January 27, 2022.

The following table summarizes the estimated fair values of the assets acquired and liabilities at the date of acquisition:

Net liabilities, excluding $1,548 of cash acquired	$	(2,762	)
Intangible assets, net of deferred tax liabilities		7,445
Goodwill		15,261
Total assets acquired	$	19,944

The goodwill from the acquisition of Appush is primarily attributable to potential synergy with the Company, as well as certain intangible assets that do not qualify for separate recognition. The goodwill is not deductible for income tax purposes.

On August 23, 2022, the Company acquired 100% of The Goodkind Group, LLC (“TGG”) for a total consideration of $11,629, subject to net working capital adjustments. Of which, $7,993 was paid upon closing. The remainder constitutes a deferred payment payable in 2023 and 2024. TGG provides permanent and temporary staffing needs in various sectors including: Information Technology, Accounting & Finance, Digital Media, Marketing, Human Resources, Financial Services. TGG specializes in customizing solutions and programs to their clients. With on-site programs and sourcing models the Company solutions includes functions which differs from standard staffing companies. TGG provides assistance in the areas of compensation design and development, employee opinion surveys, employment policies and practices, performance management, regulatory and compliance issues and succession planning.

The results of operations were included in the consolidated financial statements of the Company commencing August 23, 2022.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Net assets, excluding $147 of cash acquired	$	3,177
Customer relationships, net of deferred tax liabilities		3,901
Goodwill		4,404
Total assets acquired	$	11,482

The goodwill from the acquisition of TGG is primarily attributable to potential synergy with the Company, as well as certain intangible assets that do not qualify for separate recognition.

On July 1, 2022, the Company acquired 100% of Intrabases SAS (“Intrabases”), a provider of IT professional services based in Nantes, France. The consideration of the transaction is comprised solely from a cash consideration in an amount of $3,428.

The results of operations were included in the consolidated financial statements of the Company commencing July 1, 2022.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Net assets, excluding $447 of cash acquired	$	120
Customer relationships, net of deferred tax liabilities		1,054
Goodwill		1,807
Total assets acquired	$	2,981

The goodwill from the acquisition of Intrabases is primarily attributable to potential synergy with the Company, as well as certain intangible assets that do not qualify for separate recognition. The goodwill is not deductible for income tax purposes.

During 2022, the Company entered into two separate Asset Purchase Agreements which met the definition of a business. Therefore, the Company deemed them as business combinations which were accounted for in accordance with IFRS 3. These aforementioned acquisitions are immaterial, both individually and in aggregate. The total consideration paid for these acquisitions was $1,753.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisitions:

Net liabilities		(308	)
Customer relationships, net of deferred tax liabilities		1,163
Goodwill		898
Total assets acquired	$	1,753

The goodwill from these acquisitions is primarily attributable to potential synergy with the Company, as well as certain intangible assets that do not qualify for separate recognition.