UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2024
Commission File Number: 001-41448
Gorilla Technology Group Inc.
(Translation of registrant’s name into English)
Meridien House
42 Upper Berkeley Street
Marble Arch
London, United Kingdom W1H 5QJ
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Explanatory Note
On April 4, 2024, Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), issued a press release announcing fiscal year 2023 earnings. The press release is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K. Certain information relating to Company’s (i) cash balance in Egyptian pounds, (ii) ordinary shares issuable under the Series A Convertible Preference Shares and Series B Convertible Preference Shares and (iii) results for the years ended December 31, 2023 and December 31, 2022, is filed as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K and is incorporated by reference herein.
1
INCORPORATION BY REFERENCE
Only the information included in Exhibit 99.2 of this Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-274053, 333-267838 and 333-276708) and on Form S-8 (File No. 333-275749) (including any prospectuses forming a part of such registration statements) and shall be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished. The information included in Exhibit 99.1 of this Report of Foreign Private Issuer on Form 6-K is not incorporated by reference into the foregoing registration statements (nor into any prospectuses forming a part thereof).
2
SIGNATURES
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.
| Gorilla Technology Group Inc. | ||
| Date: April 4, 2024 | By: | /s/ Jayesh Chandan |
| Name: | Jayesh Chandan | |
| Title: |
Chief Executive Officer (Principal Executive Officer) | |
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Exhibit Index
| Exhibit | Description | |
| 99.1 | Press release dated April 4, 2024. | |
| 99.2 | Certain information relating to capitalization and the Company’s results for the years ended December 31, 2023 and December 31, 2022. |
4
Exhibit 99.1
Gorilla Reports Record 2023 Financial Results
-- 2023 revenues up 189% YoY compared to 2022, highlighting continued success globally --
-- High value product and services business model reflected in 2023 gross margin of 69% --
-- Total net income of $19.9 million, compared to ($87.5 million), a 123% increase YoY --
-- Adj. EBITDA of $29.0 million, compared to ($6.0) million, a 587% increase YoY --
LONDON, April 4, 2024 – Gorilla Technology Group Inc. (NASDAQ: GRRR) (“Gorilla” or the “Company”), a global solution provider in Security Intelligence, Network Intelligence, Business Intelligence and IoT technology, today reported financial results for the fiscal year ending December 31, 2023.
2023 Financial Highlights
| ● | Revenue Growth: Full-year 2023 revenues catapulted to $64.7 million, marking a substantial 189% increase year-over-year. This accelerating growth is a testament to Gorilla’s capabilities in cultivating and harnessing demand, propelling fiscal advancements and prowess in navigating the currents of market demand. Gorilla believes its future is one of crafting an era of unmatched fiscal renaissance, leadership and preeminence within the industry. |
| ● | Improved Gross Margin: Demonstrating the value of Gorilla’s business model, gross margin surged to 69% for 2023. The increased gross margin indicates the effectiveness and efficiency of the Company’s operations, reflecting its strategic focus on high-margin opportunities and commitment to operational proficiency. |
| ● | Profitability Turnaround: Gorilla recorded net profit of $19.9 million in fiscal year 2023, a dramatic shift of 123% from a loss of $(87.5) million in fiscal year 2022. Adjusted EBITDA has experienced a strong turnaround with an increase of 587% from fiscal year 2022 to fiscal year 2023, reflecting Gorilla’s exceptional operational efficiency, strategic management and its resolute trajectory towards financial excellence. This remarkable transition demonstrates Gorilla’s strategic and operational rebound, highlighting the company’s robust fiscal management and its successful turnaround strategy. |
| ● | Forward Momentum: With an estimated pipeline exceeding $1 billion, expected expansion deals within current geographic regions of operation—MENA, Thailand, South America, and the UK—and successfully won sales amounting to approximately $300 million, Gorilla plans for continued success and shareholder value enhancement in the coming years. |
Jay Chandan, CEO of Gorilla, stated: “Today, we shatter expectations and redefine what’s possible. Gorilla, with leading innovation and relentless drive, has not just met our financial targets; we have catapulted beyond them. Our earnings are not merely numbers; they are a testament to our technological dominance and visionary foresight. To our investors, you are at the heart of a seismic shift. Gorilla Technology isn’t just leading the charge; we are the charge. Brace yourselves, we’re just getting started,” said Jay Chandan, Chairman & CEO of Gorilla.
“Our robust financial health and positive momentum set the stage for even greater achievements in 2024,” Chandan continued. “With a strong sales pipeline and a strategy focused on innovation, operational excellence and customer satisfaction, we are positioned for sustained growth. Our commitment to cost management and operational efficiency continues to yield significant financial benefits, enhancing our ability to invest in new opportunities and navigate market uncertainties with confidence. As we move forward, our dedication to delivering exceptional value to our clients and stakeholders remains unwavering. In the face of doubters, critics and the perennial chorus of naysayers, my leadership has piloted Gorilla through uncharted waters, transforming a crescendo that rebukes the cynics. This triumph is our answer to every skeptic who bet against us, to every pundit who couldn’t see beyond their myopic forecasts. We have not just defied expectations; we have crafted a new lexicon of success. The horizon ahead is brimming with potential, and under my stewardship, Gorilla will continue to conquer the critics, outpace the pessimists and blaze a trail of unprecedented achievements. We no longer will linger in the shadows of feasibility; we bask in the glow of possibility. I stand before you today, humbled by our collective journey and the monumental achievements my team unlocked together. To each and every employee who has stood by us through these difficult times, your unwavering commitment and inventive spirit have been the cornerstone of our success. You are the architects of our future, the pulse of Gorilla Technology. To our esteemed investors, your faith in our vision has fueled our journey, enabling us to push boundaries and redefine paradigms. And to my fellow directors, Ruth Kelly, Gregg Walker, Pina Hirano and Evan Medeiros, your guidance and insight have been invaluable, steering us through challenges and towards our shared aspirations. Together, we have not just reached new heights; we have set the foundation for an era of accelerating innovation and growth. My sincerest gratitude to each one of you for being the catalysts of this remarkable voyage,” closed Jay Chandan.
Gorilla further notes that the audit for fiscal year 2023 is underway and that it is anticipated that audited financials will be filed in due course.
Earnings Call
The Company will host a conference call on Monday, April 8, 2024 a 8:00 AM EST to discuss the Company’s financial results.
Webcast: https://edge.media-server.com/mmc/p/649bk6cd
Telephone: Click here to register and join the event. Upon registering, you will be emailed a dial-in number and unique PIN.
2023 Financial Results
Unless noted otherwise, all figures are for the year ended December 31, 2023, and all comparisons are with the corresponding year of 2022. In addition, refer to the Company’s Form 6-K filed on February 1, 2024, which discloses a change in the Company’s independent registered public accounting firm (to Marcum Asia CPAs LLP) effective as of January 31, 2024.
The following table summarizes financial results (2023, unreviewed and unaudited):
| Year ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| Revenue | $ | 64,694,991 | $ | 22,408,808 | ||||
| Cost of Revenue | (19,976,149 | ) | (14,071,902 | ) | ||||
| Gross Profit | 44,718,842 | 8,336,906 | ||||||
| Gross Margin | 69.1 | % | 37.2 | % | ||||
| Total operating expenses | (20,295,481 | ) | (94,844,401 | ) | ||||
| Operating income (loss) | 24,423,361 | (86,507,495 | ) | |||||
| Net Profit (Loss) | $ | 19,940,614 | $ | (87,537,224 | ) | |||
The following table shows our adjusted EBITDA, together reconciled to the net profit (loss) for the year ended December 31, 2023, and 2022.
Gorilla Technology Group Inc. and Subsidiaries
Reconciliation of Non-IFRS Financial Measures - Adjusted EBITDA Calculation
(Expressed in United States dollars)
| Items | (Unreviewed and Unaudited) Year ended December 31, 2023 | Year ended December 31, 2022 | ||||||
| Net Profit (Loss) | $ | 19,940,614 | $ | (87,537,224 | ) | |||
| Depreciation Expense | 522,963 | 5,938,167 | ||||||
| Amortization Expense | 1,001,031 | 1,687,618 | ||||||
| Income Tax Expense | 4,435,092 | 430,368 | ||||||
| Interest and Finance Costs, net | 47,655 | 599,361 | ||||||
| Transaction Costs (onetime) 1 | 3,097,764 | 2,813,803 | ||||||
| Share Listing Expense2 | 0 | 70,104,989 | ||||||
| Adjusted EBITDA | $ | 29,045,119 | $ | (5,962,918 | ) | |||
| (1) | Transaction costs are one-off expenses for one-time employee expenses and professional services related to asset acquisition, professional services for one-time ERP implementation project which are considered as one-off corporate development events and added back for calculation of adjusted EBITDA. |
| (2) | Share listing expense represents non-cash IFRS2 charges recorded in connection with the consummation of the SPAC merger. |
2
Revenue for the year ended December 31, 2023, grew significantly as engagement with the country of Egypt has begun and in process. Adjusted EBITDA growth of 587% reflects technology service driven gross margin, aggressive expense control, and the absence of one-time transaction costs and share listing expenses related to the Company’s Nasdaq listing, which were the primary operating expenses of 2022.
The financial statements for the year ended December 31, 2023 included herein have not been audited or reviewed by the Company’s independent registered accounting firm.
About Gorilla Technology Group Inc.
“Empowering Your Tomorrow”
Gorilla, headquartered in London U.K., is a global solution provider in Security Intelligence, Network Intelligence, Business Intelligence and IoT technology. Gorilla provides a wide range of solutions, including, Smart City, Network, Video, Security Convergence and IoT across select verticals of Government & Public Services, Manufacturing, Telecom, Retail, Transportation & Logistics, Healthcare and Education.
The Company’s vision is to empower a connected tomorrow through innovative and transformative technologies. Gorilla envisions a world where seamless connectivity transcends boundaries, enriching lives, industries and societies.
For more information go to Gorilla-Technology.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Gorilla’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding our beliefs about future revenues, our ability to attract the attention of customers and investors alike, the timing of the filing of our audited financial results, our expectations to swing to profit in the quarters ahead, our immediate priorities, Gorilla’s strategic shift to enable it to pursue larger projects with better revenue visibility, Gorilla’s contract with the Government of Egypt, Gorilla’s ability to win additional projects and execute definitive contracts related thereto, along with those other risks described under the heading “Risk Factors” in the Form 20-F Gorilla filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2023, those described under the heading “Risk Factors” in Exhibit 99.5 to the Form 6-K Gorilla filed with the SEC on August 17, 2023 and those that are included in any of Gorilla’s future filings with the SEC. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Gorilla and are difficult to predict. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Gorilla undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Non-IFRS Measures
Certain of the measures included in this press release are non-IFRS financial measures, including adjusted EBITDA. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Gorilla are not reported by all their competitors and may not be comparable to similarly titled amounts used by other companies.
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We believe that the non-IFRS measures such as adjusted EBITDA provide useful information about our core operating results, enhance the overall understanding of our past performance and prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. We present adjusted EBITDA to provide more information and greater transparency to investors about our operating results.
Adjusted EBITDA represents EBITDA excluding transaction costs and share listing expenses which are one-off expenses for professional services related to our Business Combination, asset acquisition and ERP implementation project, which are considered as non-recurring corporate development events and added back for calculation of adjusted EBITDA.
The final table which shows our adjusted EBITDA, together reconciled to the net profit (loss) for the years ended December 31, 2023, and 2022 in this results announcement has more details on the non-IFRS financial measures and the related reconciliations between these financial measures.
Investor Relations Contact:
Cody Fletcher
The Blueshirt Group for Gorilla
+1 (434) 251-7165
gorillair@blueshirtgroup.com
Media Contact:
James McCusker
Canaan Parish Group Inc.
+1 (203) 585-4750
canaanparishgroup@gmail.com
4
Gorilla Technology Group
Consolidated Balance Sheet
December 31, 2023 and 2022
(Expressed in USD)
| Items | (Unaudited and Unreviewed) December 31, 2023 | December 31, 2022 | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 5,306,857 | $ | 22,996,377 | ||||
| Financial assets at fair value through profit or loss – current | 995,101 | 1,073,229 | ||||||
| Financial assets at amortized cost - current | 27,827,915 | 6,871,187 | ||||||
| Contract assets | 34,213,379 | 725,441 | ||||||
| Accounts receivable | 9,087,304 | 14,041,611 | ||||||
| Inventories | 23,116 | 68,629 | ||||||
| Prepayments – current | 7,445,195 | 1,266,442 | ||||||
| Other receivables | 107,228 | 648,617 | ||||||
| Other current assets | 170,461 | 61,803 | ||||||
| Total current assets | 85,176,556 | 47,753,336 | ||||||
| Non-current assets | ||||||||
| Financial assets at amortized cost - non-current | 13,643,000 | - | ||||||
| Property, plant and equipment | 15,878,965 | 16,132,567 | ||||||
| Right-of-use assets | 53,036 | 16,675 | ||||||
| Intangible assets | 8,594,512 | 56,342 | ||||||
| Deferred income tax assets | 77,059 | 29,905 | ||||||
| Prepayments - non-current | 451,580 | 612,982 | ||||||
| Other non-current assets | 1,034,000 | 659,071 | ||||||
| Total non-current assets | 39,732,152 | 17,507,542 | ||||||
| Total assets | $ | 124,908,708 | $ | 65,260,878 | ||||
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| Items | December 31, 2023 | December 31, 2022 | ||||||
| Liabilities and Equity | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | $ | 16,449,110 | $ | 13,492,935 | ||||
| Contract liabilities | 107,603 | 58,475 | ||||||
| Notes payable | 603 | 602 | ||||||
| Accounts payable | 11,045,758 | 6,674,528 | ||||||
| Other payables | 6,080,563 | 3,620,998 | ||||||
| Provisions - current | 68,510 | 88,469 | ||||||
| Lease liabilities - current | 30,327 | 16,981 | ||||||
| Current income tax liabilities | 4,664,091 | - | ||||||
| Warrant liabilities | 6,221,482 | 2,042,410 | ||||||
| Convertible Preference Shares Liabilities | 7,767,238 | - | ||||||
| Long-term borrowings, current portion | 1,817,873 | 2,108,896 | ||||||
| Other current liabilities, others | 89,614 | 152,373 | ||||||
| Total current liabilities | 54,342,772 | 28,256,667 | ||||||
| Non-current liabilities | ||||||||
| Long-term borrowings | 6,822,438 | 8,251,788 | ||||||
| Provisions - non-current | 63,947 | 61,057 | ||||||
| Deferred income tax liabilities | 59,807 | 148,183 | ||||||
| Lease liabilities - non-current | 23,011 | - | ||||||
| Total non-current liabilities | 6,969,203 | 8,461,028 | ||||||
| Total liabilities | 61,311,975 | 36,717,695 | ||||||
| Equity | ||||||||
| Equity attributable to owners of parent | ||||||||
| Share capital | ||||||||
| Ordinary share | 7,846 | 7,136 | ||||||
| Capital surplus | ||||||||
| Capital surplus | 169,168,318 | 154,730,389 | ||||||
| Retained earnings | ||||||||
| Accumulated deficit | (76,954,309 | ) | (96,984,380 | ) | ||||
| Other equity interest | ||||||||
| Financial statements translation differences of foreign operations | 955,018 | 370,178 | ||||||
| Treasury shares | (29,580,140 | ) | (29,580,140 | ) | ||||
| Equity attributable to owners of the parent | 63,596,733 | 28,543,183 | ||||||
| Total equity | 63,596,733 | 28,543,183 | ||||||
| Significant contingent liabilities and unrecognized contract commitments | ||||||||
| Total liabilities and equity | $ | 124,908,708 | $ | 65,260,878 |
6
Gorilla Technology Group
Consolidated Income Statement
For the Year Ended December 31, 2023 and 2022
(Expressed in USD)
| Year ended December 31 | ||||||||
| Items | (Unaudited and Unreviewed) 2023 | 2022 | ||||||
| Revenue | $ | 64,694,991 | $ | 22,408,808 | ||||
| Cost of revenue | (19,976,149 | ) | (14,071,902 | ) | ||||
| Gross profit | 44,718,842 | 8,336,906 | ||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | (1,562,837 | ) | (3,644,316 | ) | ||||
| General and administrative expenses | (16,558,226 | ) | (9,191,505 | ) | ||||
| Share listing expenses | 0 | (70,104,989 | ) | |||||
| Research and development expenses | (3,976,796 | ) | (14,110,408 | ) | ||||
| Expected credit losses | (4,513,996 | ) | 0 | |||||
| Other income | 283,555 | 983,932 | ||||||
| Other gains – net | 6,032,819 | 1,222,885 | ||||||
| Total operating expenses | (20,295,481 | ) | (94,844,401 | ) | ||||
| Operating income (loss) | 24,423,361 | (86,507,495 | ) | |||||
| Non-operating income and expenses | ||||||||
| Interest income | 770,410 | 235,912 | ||||||
| Finance costs | (818,065 | ) | (835,273 | ) | ||||
| Total non-operating income and expenses | (47,655 | ) | (599,361 | ) | ||||
| Profit (Loss) before income tax | 24,375,706 | (87,106,856 | ) | |||||
| Income tax (expense) | (4,435,092 | ) | (430,368 | ) | ||||
| Profit (Loss) for the year | $ | 19,940,614 | $ | (87,537,224 | ) | |||
| Other comprehensive (loss) income | ||||||||
| Components of other comprehensive loss that may not be reclassified to profit or loss | ||||||||
| Remeasurement of defined benefit plans | (89,457 | ) | 7,409 | |||||
| Components of other comprehensive income (loss) that may be reclassified to profit or loss | ||||||||
| Exchange differences on translation of foreign operations | $ | (584,840 | ) | $ | (1,672,040 | ) | ||
| Other comprehensive loss for the year, net of tax | $ | (674,297 | ) | $ | (1,664,631 | ) | ||
| Total comprehensive income (loss) for the year | $ | 19,266,317 | $ | (89,201,855 | ) | |||
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Gorilla Technology Group Inc. and Subsidiaries
Reconciliation of Non-IFRS Financial Measures – Adjusted EBITDA Calculation
(Expressed in United States dollars)
| Items | (Unaudited and Unreviewed) Year ended December 31, 2023 | ((Unaudited and Unreviewed) Year ended December 31, 2022 | ||||||
| Profit (loss) for the year | $ | 19,940,614 | $ | (87,537,224 | ) | |||
| Depreciation Expense | 522,963 | 5,938,167 | ||||||
| Amortization Expense | 1,001,031 | 1,687,618 | ||||||
| Income Tax Expense | 4,435,092 | 430,368 | ||||||
| Interest and Finance Costs, net | 47,655 | 599,361 | ||||||
| Transaction Costs (onetime) 1 | 3,097,764 | 2,813,803 | ||||||
| Share Listing Expense2 | 0 | 70,104,989 | ||||||
| Adjusted EBITDA | $ | 29,045,119 | $ | (5,962,918 | ) | |||
| (1) | Transaction costs are one-off expenses for one-time employee expenses and professional services related to asset acquisition, professional services for one-time ERP implementation project which are considered as one-off corporate development events and added back for calculation of adjusted EBITDA. |
| (2) | Share listing expense represents non-cash IFRS2 charges recorded in connection with the consummation of the SPAC merger. |
8
Exhibit 99.2
2023 Financial Results
Unless noted otherwise, all figures are for the year ended December 31, 2023, and all comparisons are with the corresponding year of 2022. In addition, refer to the Company’s Form 6-K filed on February 1, 2024, which discloses a change in the Company’s independent registered public accounting firm (to Marcum Asia CPAs LLP) effective as of January 31, 2024.
The following table summarizes financial results (2023, unreviewed and unaudited):
| Year ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| Revenue | $ | 64,694,991 | $ | 22,408,808 | ||||
| Cost of Revenue | (19,976,149 | ) | (14,071,902 | ) | ||||
| Gross Profit | 44,718,842 | 8,336,906 | ||||||
| Gross Margin | 69.1 | % | 37.2 | % | ||||
| Total operating expenses | (20,295,481 | ) | (94,844,401 | ) | ||||
| Operating income (loss) | 24,423,361 | (86,507,495 | ) | |||||
| Net Profit (Loss) | $ | 19,940,614 | $ | (87,537,224 | ) | |||
The following table shows our adjusted EBITDA, together reconciled to the net profit (loss) for the year ended December 31, 2023, and 2022.
Gorilla Technology Group Inc. and Subsidiaries
Reconciliation of Non-IFRS Financial Measures - Adjusted EBITDA Calculation
(Expressed in United States dollars)
| Items | (Unreviewed and Unaudited) Year ended December 31, 2023 | Year ended December 31, 2022 | ||||||
| Net Profit (Loss) | $ | 19,940,614 | $ | (87,537,224 | ) | |||
| Depreciation Expense | 522,963 | 5,938,167 | ||||||
| Amortization Expense | 1,001,031 | 1,687,618 | ||||||
| Income Tax Expense | 4,435,092 | 430,368 | ||||||
| Interest and Finance Costs, net | 47,655 | 599,361 | ||||||
| Transaction Costs (onetime) 1 | 3,097,764 | 2,813,803 | ||||||
| Share Listing Expense2 | 0 | 70,104,989 | ||||||
| Adjusted EBITDA | $ | 29,045,119 | $ | (5,962,918 | ) | |||
| (1) | Transaction costs are one-off expenses for one-time employee expenses and professional services related to asset acquisition, professional services for one-time ERP implementation project which are considered as one-off corporate development events and added back for calculation of adjusted EBITDA. |
| (2) | Share listing expense represents non-cash IFRS2 charges recorded in connection with the consummation of the SPAC merger. |
Non-IFRS Measures
Certain of the measures included in this press release are non-IFRS financial measures, including adjusted EBITDA. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Gorilla are not reported by all their competitors and may not be comparable to similarly titled amounts used by other companies.
We believe that the non-IFRS measures such as adjusted EBITDA provide useful information about our core operating results, enhance the overall understanding of our past performance and prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. We present adjusted EBITDA to provide more information and greater transparency to investors about our operating results.
Adjusted EBITDA represents EBITDA excluding transaction costs and share listing expenses which are one-off expenses for professional services related to our Business Combination, asset acquisition and ERP implementation project, which are considered as non-recurring corporate development events and added back for calculation of adjusted EBITDA.
The final table which shows our adjusted EBITDA, together reconciled to the net profit (loss) for the years ended December 31, 2023, and 2022 in this results announcement has more details on the non-IFRS financial measures and the related reconciliations between these financial measures.
2
Gorilla Technology Group
Consolidated Balance Sheet
December 31, 2023 and 2022
(Expressed in USD)
| Items | (Unaudited and Unreviewed) December 31, 2023 | December 31, 2022 | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 5,306,857 | $ | 22,996,377 | ||||
| Financial assets at fair value through profit or loss – current | 995,101 | 1,073,229 | ||||||
| Financial assets at amortized cost - current | 27,827,915 | 6,871,187 | ||||||
| Contract assets | 34,213,379 | 725,441 | ||||||
| Accounts receivable | 9,087,304 | 14,041,611 | ||||||
| Inventories | 23,116 | 68,629 | ||||||
| Prepayments – current | 7,445,195 | 1,266,442 | ||||||
| Other receivables | 107,228 | 648,617 | ||||||
| Other current assets | 170,461 | 61,803 | ||||||
| Total current assets | 85,176,556 | 47,753,336 | ||||||
| Non-current assets | ||||||||
| Financial assets at amortized cost - non-current | 13,643,000 | - | ||||||
| Property, plant and equipment | 15,878,965 | 16,132,567 | ||||||
| Right-of-use assets | 53,036 | 16,675 | ||||||
| Intangible assets | 8,594,512 | 56,342 | ||||||
| Deferred income tax assets | 77,059 | 29,905 | ||||||
| Prepayments - non-current | 451,580 | 612,982 | ||||||
| Other non-current assets | 1,034,000 | 659,071 | ||||||
| Total non-current assets | 39,732,152 | 17,507,542 | ||||||
| Total assets | $ | 124,908,708 | $ | 65,260,878 | ||||
3
| Items | December 31, 2023 | December 31, 2022 | ||||||
| Liabilities and Equity | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | $ | 16,449,110 | $ | 13,492,935 | ||||
| Contract liabilities | 107,603 | 58,475 | ||||||
| Notes payable | 603 | 602 | ||||||
| Accounts payable | 11,045,758 | 6,674,528 | ||||||
| Other payables | 6,080,563 | 3,620,998 | ||||||
| Provisions - current | 68,510 | 88,469 | ||||||
| Lease liabilities - current | 30,327 | 16,981 | ||||||
| Current income tax liabilities | 4,664,091 | - | ||||||
| Warrant liabilities | 6,221,482 | 2,042,410 | ||||||
| Convertible Preference Shares Liabilities | 7,767,238 | - | ||||||
| Long-term borrowings, current portion | 1,817,873 | 2,108,896 | ||||||
| Other current liabilities, others | 89,614 | 152,373 | ||||||
| Total current liabilities | 54,342,772 | 28,256,667 | ||||||
| Non-current liabilities | ||||||||
| Long-term borrowings | 6,822,438 | 8,251,788 | ||||||
| Provisions - non-current | 63,947 | 61,057 | ||||||
| Deferred income tax liabilities | 59,807 | 148,183 | ||||||
| Lease liabilities - non-current | 23,011 | - | ||||||
| Total non-current liabilities | 6,969,203 | 8,461,028 | ||||||
| Total liabilities | 61,311,975 | 36,717,695 | ||||||
| Equity | ||||||||
| Equity attributable to owners of parent | ||||||||
| Share capital | ||||||||
| Ordinary share | 7,846 | 7,136 | ||||||
| Capital surplus | ||||||||
| Capital surplus | 169,168,318 | 154,730,389 | ||||||
| Retained earnings | ||||||||
| Accumulated deficit | (76,954,309 | ) | (96,984,380 | ) | ||||
| Other equity interest | ||||||||
| Financial statements translation differences of foreign operations | 955,018 | 370,178 | ||||||
| Treasury shares | (29,580,140 | ) | (29,580,140 | ) | ||||
| Equity attributable to owners of the parent | 63,596,733 | 28,543,183 | ||||||
| Total equity | 63,596,733 | 28,543,183 | ||||||
| Significant contingent liabilities and unrecognized contract commitments | ||||||||
| Total liabilities and equity | $ | 124,908,708 | $ | 65,260,878 | ||||
4
Gorilla Technology Group
Consolidated Income Statement
For the Year Ended December 31, 2023 and 2022
(Expressed in USD)
| Year ended December 31 | ||||||||
| Items | (Unaudited and Unreviewed) 2023 | 2022 | ||||||
| Revenue | $ | 64,694,991 | $ | 22,408,808 | ||||
| Cost of revenue | (19,976,149 | ) | (14,071,902 | ) | ||||
| Gross profit | 44,718,842 | 8,336,906 | ||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | (1,562,837 | ) | (3,644,316 | ) | ||||
| General and administrative expenses | (16,558,226 | ) | (9,191,505 | ) | ||||
| Share listing expenses | 0 | (70,104,989 | ) | |||||
| Research and development expenses | (3,976,796 | ) | (14,110,408 | ) | ||||
| Expected credit losses | (4,513,996 | ) | 0 | |||||
| Other income | 283,555 | 983,932 | ||||||
| Other gains – net | 6,032,819 | 1,222,885 | ||||||
| Total operating expenses | (20,295,481 | ) | (94,844,401 | ) | ||||
| Operating income (loss) | 24,423,361 | (86,507,495 | ) | |||||
| Non-operating income and expenses | ||||||||
| Interest income | 770,410 | 235,912 | ||||||
| Finance costs | (818,065 | ) | (835,273 | ) | ||||
| Total non-operating income and expenses | (47,655 | ) | (599,361 | ) | ||||
| Profit (Loss) before income tax | 24,375,706 | (87,106,856 | ) | |||||
| Income tax (expense) | (4,435,092 | ) | (430,368 | ) | ||||
| Profit (Loss) for the year | $ | 19,940,614 | $ | (87,537,224 | ) | |||
| Other comprehensive (loss) income | ||||||||
| Components of other comprehensive loss that may not be reclassified to profit or loss | ||||||||
| Remeasurement of defined benefit plans | (89,457 | ) | 7,409 | |||||
| Components of other comprehensive income (loss) that may be reclassified to profit or loss | ||||||||
| Exchange differences on translation of foreign operations | $ | (584,840 | ) | $ | (1,672,040 | ) | ||
| Other comprehensive loss for the year, net of tax | $ | (674,297 | ) | $ | (1,664,631 | ) | ||
| Total comprehensive income (loss) for the year | $ | 19,266,317 | $ | (89,201,855 | ) | |||
5
Gorilla Technology Group Inc. and Subsidiaries
Reconciliation of Non-IFRS Financial Measures – Adjusted EBITDA Calculation
(Expressed in United States dollars)
| Items | (Unaudited and Unreviewed) Year ended December 31, 2023 | (Unaudited and Unreviewed) Year ended December 31, 2022 | ||||||
| Profit (loss) for the year | $ | 19,940,614 | $ | (87,537,224 | ) | |||
| Depreciation Expense | 522,963 | 5,938,167 | ||||||
| Amortization Expense | 1,001,031 | 1,687,618 | ||||||
| Income Tax Expense | 4,435,092 | 430,368 | ||||||
| Interest and Finance Costs, net | 47,655 | 599,361 | ||||||
| Transaction Costs (onetime) 1 | 3,097,764 | 2,813,803 | ||||||
| Share Listing Expense2 | 0 | 70,104,989 | ||||||
| Adjusted EBITDA | $ | 29,045,119 | $ | (5,962,918 | ) | |||
| (1) | Transaction costs are one-off expenses for one-time employee expenses and professional services related to asset acquisition, professional services for one-time ERP implementation project which are considered as one-off corporate development events and added back for calculation of adjusted EBITDA. |
| (2) | Share listing expense represents non-cash IFRS2 charges recorded in connection with the consummation of the SPAC merger. |
Outstanding share capital
As of March 31, 2024, there are 83,565,025 ordinary shares outstanding, 9,971 Series A Convertible Preference Shares outstanding and 10,000 Series B Convertible Preference Shares outstanding, including 2,814,895 ordinary shares held in treasury. 12,783,333 ordinary shares are issuable under the Series A Convertible Preference Shares assuming a conversion price of $0.78 per ordinary share and 9,090,909 ordinary shares are issuable under the Series B Convertible Preference Shares at a conversion price of $1.10 per ordinary share.
Currency
As of March 31, 2024, the Company has not converted any Egyptian pounds received under its Firm-Fixed Price Contract for Supply & Installation of Equipment contract with the Government of the Arab Republic of Egypt into U.S. dollars.
6