UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
FORM 6-K
 
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of May 2023
 
(Commission File No. 001-40408)


 
Global-E Online Ltd.
(Translation of registrant’s name into English)


 
Global-E Online Ltd
9 HaPsagot St.,
Petah Tikva 4951041, Israel
(Address of registrant’s principal executive office)


 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Yes      No  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Yes      No  


EXPLANATORY NOTE

On May 22, 2023, Global-E Online Ltd. (the “Company”) issued a press release titled “Global-E Reports First Quarter 2023 Results.” A copy of the press release is furnished as Exhibit 99.1 herewith.

Other than as indicated below, the information in this Form 6-K (including in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

The U.S. GAAP financial information contained in the (i) consolidated balance sheets, (ii) consolidated statements of operations and (iii) consolidated statement of cash flows included in the press release attached as Exhibit 99.1 to this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-256403).


EXHIBIT INDEX

The following exhibit is furnished as part of this Form 6-K:
 
Exhibit
 
Description 
 

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, thereto duly authorized.

 
Global-E Online Ltd.
(Registrant)
 
       

By:
/s/ Ofer Koren  
  Name: Ofer Koren  
  Title: Chief Financial Officer  
       
Date: May 22, 2023

3


Exhibit 99.1

Global-e Reports First Quarter 2023 Results
 
PETAH-TIKVA, Israel, May 22, 2023 - Global-e Online Ltd. (Nasdaq: GLBE) the global leader of Direct-To-Consumer cross border eCommerce enablement, today reported financial results for the first quarter of 2023.
 
“The Global-e team is off to a great start for the year, with very strong performance across the board, many new merchants going live all around the globe, and many existing merchants expanding their business with us,” said Amir Schlachet, Founder and CEO of Global-e. “We are pleased with our continued execution towards our long-term goals and are as excited as ever with regards to the vast opportunity that lies ahead of us, as is evident from our updated annual forecast.”
 
Q1 2023 Financial Results
 

GMV1 in the first quarter of 2023 was $703.9 million, an increase of 55% year over year
 

Revenue in the first quarter of 2023 was $117.6 million, an increase of 54% year over year, of which service fees revenue was $50.4 million and fulfillment services revenue was $67.3 million
 

Non-GAAP gross profit2 in the first quarter of 2023 was $48.7 million, an increase of 63% year over year. GAAP gross profit in the first quarter of 2023 was $45.9 million
 

Non-GAAP gross margin2 in the first quarter of 2023 was 41.4%, an increase of 230 basis points from 39.1% in the first quarter of 2022. GAAP gross margin in the first quarter of 2023 was 39.0%
 

Adjusted EBITDA3 in the first quarter of 2023 was $14.5 million compared to $3.3 million in the first quarter of 2022
 

Net loss in the first quarter of 2023 was $43.1 million
 
Recent Business Highlights


Continued launching many more brands across geographies and verticals in which we operate, including:
 

o
Renowned brands such as Carbon 38, Doen, Psycho Bunny, Maui & Sons, Lulu’s, Jigsaw, Rebecca Minkoff and the merchandize store of the Mercedes AMG Petronas Formula 1 team
 

o
APAC-based brands such as Charles and Keith, Porcelain Skin, and By Invite Only in Singapore, Unreal Fur in Australia, Objcts.IO in Japan, and more
 

o
Celebrity- and social-first brands, such as Kylie Cosmetics by Kylie Jenner and Maison Francis Kurkdjian, part of the LVMH group


Added several additional brands from the LVMH group, including Kenzo, Repossi and Pucci


Expanded relationships with existing merchants who opened new markets during the quarter, including Disney Europe which added support for the UK, and Bulgari which turned on a batch of close to 30 additional markets



Continued accelerated growth of our US-outbound business with US outbound revenue up 100% in the first quarter of 2023
 

Strategic partnership with Shopify remains on track:


o
Work continues, together with Shopify, on adding new features to our native integration, including support for Shopify’s new Checkout Extensibility


o
On-going effort to migrate merchants from our legacy third-party integration onto the new native one


o
Continue to work in close collaboration with Shopify’s teams towards the roll out of Shopify Markets Pro, a fully integrated merchant of record solution intended for merchants looking to scale to new markets quickly and easily, currently in early access. General availability in the US expected this summer, to be followed by the UK later in the year
 
Q2 2023 and Full Year Outlook

Global-e is introducing second quarter guidance and is raising the full year guidance as follows:

 
Q2 2023
 
FY 2023
 
Previous FY 2023
(in millions)
GMV (1)
$755 - $785
 
$3,400 - $3,550
 
$3,360 - $3,520
Revenue
$125 - $130
 
$562 - $590
 
$557 - $584
Adjusted EBITDA (2)
$15 - $18
 
$70 - $77
 
$66 - $74

Given the macro environment uncertainty, we will provide investors with updated business trends as they evolve.

1 Gross Merchandise Value (GMV) is a non-GAAP operating metric. See “Non-GAAP Financial Measures and Key Operating Metrics” for additional information regarding this metric.
 
2 Non-GAAP Gross profit and Non-GAAP gross margin are non-GAAP financial measures. See “Non-GAAP Financial Measures and Key Operating Metrics” for additional information regarding this metric.
 
3 Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” for additional information regarding this metric, including the reconciliations to Operating Profit (Loss), its most directly comparable GAAP financial measure. The Company is unable to provide a reconciliation of Adjusted EBITDA to Operating Profit (Loss), its most directly comparable GAAP financial measure, on a forward-looking basis without unreasonable effort because items that impact this GAAP financial measure are not within the Company’s control and/or cannot be reasonably predicted. These items may include, but are not limited to, share-based compensation expenses. Such information may have a significant, and potentially unpredictable impact on the Company’s future financial results.

Conference Call Information:

Global-e will host a conference call at 8:00 a.m. ET on Monday, May 22, 2023.
The call will be available, live, to interested parties by dialing:

United States/Canada Toll Free:
1-877-704-4453
International Toll:
1-201-389-0920
 
A live webcast will also be available in the Investor Relations section of Global-E’s website at: https://investors.global-e.com/news-events/events-presentations
 
Approximately two hours after completion of the live call, an archived version of the webcast will be available on the Investor Relations section of the Company’s web site and will remain available for approximately 30 calendar days.
 


Non-GAAP Financial Measures and Key Operating Metrics

To supplement Global-e’s financial information presented in accordance with generally accepted accounting principles in the United States of America, or GAAP, Global-e considers certain financial measures and key performance metrics that are not prepared in accordance with GAAP including:
 

Non-GAAP gross profit, which Global-e defines as gross profit adjusted for amortization of acquired intangibles. Non-GAAP gross margin is calculated as Non-GAAP gross profit divided by revenues
 

Adjusted EBITDA, which Global-e defines as operating profit (loss) adjusted for stock-based compensation expenses, depreciation and amortization, commercial agreements amortization, amortization of acquired intangibles, merger related contingent consideration and acquisition related expenses. Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate directly to the performance of the underlying business.

Global-e uses the Non-GAAP measures in conjunction with GAAP measures as part of Global-e’s overall assessment of its performance, including the preparation of Global-e’s annual operating budget and quarterly forecasts, to evaluate the effectiveness of Global-e’s business strategies, and to communicate with Global-e’s board of directors concerning its financial performance. The Non-GAAP measures are used by our management to understand and evaluate our operating performance and trends.
 
Global-e’s definition of Non-GAAP measures may differ from the definition used by other companies and therefore comparability may be limited. In addition, other companies may not publish these metrics or similar metrics. Furthermore, these metrics have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statement of operations that are necessary to run our business. Thus, Non -GAAP measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.
 
Global-e also uses Gross Merchandise Value (GMV) as a key operating metric. Gross Merchandise Value or GMV is defined as the combined amount we collect from the shopper and the merchant for all components of a given transaction, including products, duties and taxes and shipping.
 
For more information on the non-GAAP financial measures, please see the reconciliation tables provided below. The accompanying reconciliation tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.
 


Cautionary Note Regarding Forward Looking Statements
 
Certain statements in this press release may constitute “forward-looking” statements and information, within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including statements or information regarding Global-e’s expectations, operations, strategy and Global-e’s projected revenue and other future financial and operational results or other characterizations of future events or circumstances, including any underlying assumptions. These forward-looking statements may be identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Global-e believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Many factors could cause actual future events to differ materially from the forward-looking statements in this announcement, including but not limited to, the ability to retain merchants or the GMV generated by such merchants; the ability to attract new merchants; our expectations regarding our revenue, expenses and operations; anticipated trends and challenges in our business and the markets in which we operate; our ability to compete in our industry; our ability to anticipate merchant needs or develop or acquire new functionality or enhance our existing platform to meet those needs; our ability to manage our growth and manage expansion into additional markets; our ability to establish and protect intellectual property rights; our ability to hire and retain key personnel; costs related to being a public company; our ability to adapt to emerging or evolving regulatory developments, technological changes, and cybersecurity needs; our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing; impacts from the COVID-19 pandemic, including variants, and related vaccination roll out efforts; and the other risks and uncertainties described in Global-e’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 31, 2023 and other documents filed with or furnished by Global-e from time to time with the Securities and Exchange Commission (the “SEC”). The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

About Global-E Online Ltd.

Global-e (Nasdaq: GLBE) is the world's leading platform enabling and accelerating global, Direct-To-Consumer cross-border ecommerce. The chosen partner of over 1,000 brands and retailers across the United States, Europe and Asia, Global-e makes selling internationally as simple as selling domestically. The company enables merchants to increase the conversion of international traffic into sales by offering online shoppers in over 200 destinations worldwide a seamless, localized shopping experience. Global-e's end-to-end ecommerce solutions combine best-in-class localization capabilities, big-data best-practice business intelligence models, streamlined international logistics and vast cross-border experience, enabling international shoppers to buy seamlessly online and retailers to sell to, and from, anywhere in the world. For more information, please visit: www.global-e.com.

Investor Contact:
Erica Mannion or Mike Funari
Sapphire Investor Relations, LLC
IR@global-e.com 
+1 617-542-6180

Press Contact:
Headline Media
Garrett Krivicich
Globale@headline.media 
+1 786-233-7684 


Global-E Online Ltd.
CONSOLIDATED BALANCE SHEETS
(In thousands)

   
Period Ended
 
   
December 31,
   
March 31,
 
   
2022
   
2023
 
   
(Audited)
   
(Unaudited)
 
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
165,033
   
$
167,931
 
Short-term deposits
   
46,353
     
26,882
 
Accounts receivable, net
   
16,424
     
12,343
 
Prepaid expenses and other current assets
   
51,904
     
46,116
 
Marketable securities
   
16,813
     
16,946
 
Funds receivable, including cash in banks
   
78,125
     
62,155
 
Total current assets
   
374,652
     
332,373
 
Property and equipment, net
   
10,283
     
10,198
 
Operating lease right-of-use assets
   
19,718
     
19,506
 
Long term deposits
   
3,225
     
3,468
 
Deferred contract acquisition costs, noncurrent
   
1,825
     
1,927
 
Deferred tax assets
   
171
     
-
 
Other assets, noncurrent
   
3,739
     
3,353
 
Commercial agreement asset
   
282,963
     
284,398
 
Goodwill and other intangible assets
   
466,024
     
460,864
 
Total long-term assets
   
787,948
     
783,714
 
Total assets
 
$
1,162,600
   
$
1,116,087
 
Liabilities, Convertible Preferred Shares and Shareholders’ (Deficit) Equity
               
Current liabilities:
               
Accounts payable
 
$
52,220
   
$
34,011
 
Accrued expenses and other current liabilities
   
75,990
     
60,035
 
Funds payable to Customers
   
78,125
     
62,155
 
Short term operating lease liabilities
   
3,245
     
3,111
 
Total current liabilities
   
209,580
     
159,312
 
Long-term liabilities:
               
Deferred tax liabilities, net
   
6,558
     
4,477
 
Long term operating lease liabilities
   
16,579
     
16,217
 
Other long-term liabilities
   
1,762
     
1,554
 
Total liabilities
 
$
234,479
   
$
181,560
 
Commitments and contingencies
               
Shareholders’ equity:
               
Share capital and additional paid-in capital
   
1,253,093
     
1,302,502
 
Accumulated comprehensive income (loss)
   
(1,926
)
   
(1,846
)
Accumulated deficit
   
(323,046
)
   
(366,129
)
Total shareholders’ equity
   
928,121
     
934,527
 
Total liabilities, convertible preferred shares and shareholders’ (deficit) equity
 
$
1,162,600
   
$
1,116,087
 


Global-E Online Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
   
(Unaudited)
 
Revenue
 
$
76,322
   
$
117,631
 
Cost of revenue
   
49,139
     
71,755
 
Gross profit
   
27,183
     
45,876
 
                 
Operating expenses:
               
Research and development
   
17,687
     
22,896
 
Sales and marketing
   
49,639
     
51,848
 
General and administrative
   
11,540
     
13,139
 
Total operating expenses
   
78,866
     
87,883
 
Operating profit (loss)
   
(51,683
)
   
(42,007
)
Financial expenses, net
   
1,666
     
2,400
 
Loss before income taxes
   
(53,349
)
   
(44,407
)
Income taxes
   
237
     
(1,324
)
Net earnings (loss) attributable to ordinary shareholders
 
$
(53,586
)
 
$
(43,083
)
Basic and diluted net loss per share attributable to ordinary shareholders
 
$
(0.35
)
   
(0.26
)
Basic and diluted weighted average ordinary shares
   
154,368,734
     
162,631,027
 


Global-E Online Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
   
(Unaudited)
 
Operating activities
           
Net profit (loss)
 
$
(53,586
)
 
$
(43,083
)
Adjustments to reconcile net profit (loss) to net cash provided by operating activities:
               
Depreciation and amortization
   
264
     
427
 
Share-based compensation expense
   
7,929
     
9,712
 
Commercial agreement asset
   
36,749
     
38,153
 
Amortization of intangible assets
   
6,616
     
5,160
 
Short term deposit revaluation
   
-
     
(527
)
Long term deposit revaluation
   
44
     
(146
)
Unrealized loss (gain) on foreign currency
   
1,666
     
(584
)
Accounts receivable
   
3,993
     
4,081
 
Prepaid expenses and other assets
   
(3,392
)
   
5,838
 
Funds receivable
   
19,165
     
3,751
 
Long-term receivables
   
-
     
386
 
Funds payable to customers
   
(14,937
)
   
(15,970
)
Operating lease ROU assets
   
797
     
671
 
Deferred contract acquisition costs
   
(245
)
   
(157
)
Accounts payable
   
(436
)
   
(18,209
)
Accrued expenses and other liabilities
   
(9,043
)
   
(16,164
)
Deferred tax liabilities
   
-
     
(1,910
)
Impairment of marketable securities
   
14
     
-
 
Operating lease liabilities
   
(857
)
   
(956
)
Net cash (used in) provided by operating activities
   
(5,259
)
   
(29,527
)
Investing activities
               
Investment in marketable securities
   
(7,198
)
   
(450
)
Proceeds from marketable securities
   
7,158
     
399
 
Investment in short-term investments and deposits
   
(31,298
)
   
(9,252
)
Proceeds from short-term investments
   
3,400
     
29,250
 
Investment in long-term deposits
   
-
     
(97
)
Payments for business combinations, net of cash acquired
   
(215,611
)
   
-
 
Purchases of property and equipment
   
(4,684
)
   
(342
)
Net cash (used in) provided by investing activities
   
(248,233
)
   
19,508
 
Financing activities
               
Proceeds from exercise of warrants to ordinary shares
   
28
     
17
 
Proceeds from exercise of share options
   
102
     
92
 
Net cash provided by financing activities
   
130
     
109
 
Exchange rate differences on balances of cash, cash equivalents and restricted cash
   
(1,666
)
   
584
 
Net increase (decrease) in cash, cash equivalents, and restricted cash
   
(255,028
)
   
(9,326
)
Cash and cash equivalents and restricted cash—beginning of period
   
458,899
     
211,522
 
Cash and cash equivalents and restricted cash—end of period
 
$
203,871
   
$
202,196
 



Global-E Online Ltd.
SELECTED OTHER DATA
(In thousands)

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
   
(Unaudited)
 
Key performance metrics
     
Gross Merchandise Value
   
455,293
           
703,895
       
Adjusted EBITDA (a)
   
3,282
           
14,485
       
                             
Revenue by Category
                           
Service fees
   
31,947
     
42
%
   
50,353
     
43
%
Fulfillment services
   
44,375
     
58
%
   
67,278
     
57
%
Total revenue
 
$
76,322
     
100
%
 
$
117,631
     
100
%
                                 
Revenue by merchant outbound region
                               
United States
   
27,920
     
37
%
   
55,913
     
48
%
United Kingdom
   
28,282
     
37
%
   
37,732
     
32
%
European Union
   
19,054
     
25
%
   
21,076
     
18
%
Israel
   
364
     
0
%
   
225
     
0
%
Other
   
702
     
1
%
   
2,685
     
2
%
Total revenue
 
$
76,322
     
100
%
 
$
117,631
     
100
%

(a)
See reconciliation to adjusted EBITDA table

Global-E Online Ltd.
RECONCILIATION TO Non-GAAP GROSS PROFIT
(In thousands)

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
   
(Unaudited)
 
Gross profit
   
27,183
     
45,876
 
                 
Amortization of acquired intangibles included in cost of revenue
   
2,677
     
2,796
 
Non-GAAP gross profit
   
29,860
     
48,672
 



Global-E Online Ltd.
RECONCILIATION TO ADJUSTED EBITDA
(In thousands)

   
Three Months Ended
 
   
March 31,
 
   
2022
   
2023
 
   
(Unaudited)
 
Operating profit (loss)
   
(51,683
)
   
(42,007
)
(1)    Stock-based compensation:
               
Cost of revenue
   
36
     
113
 
Research and development
   
5,151
     
6,058
 
Selling and marketing
   
759
     
875
 
General and administrative
   
1,983
     
2,666
 
Total stock-based compensation
   
7,929
     
9,712
 
                 
(2)    Depreciation and amortization
   
264
     
427
 
                 
(3) Commercial agreement asset amortization
   
36,749
     
38,153
 
                 
(4) Amortization of acquired intangibles
   
6,616
     
5,160
 
                 
(5) Merger related contingent consideration
   
2,960
     
3,040
 
                 
(6) Acquisition related costs
   
446
     
-
 
Adjusted EBITDA
   
3,282
     
14,485