GoTo in the First Quarter: Minority Interests Took the Equity Jump and the NIS 9.7 Million Raise Provides Liquidity

GoTo opened 2026 with a quarter that looks better operationally: revenue rose 29.5%, the operating loss narrowed, and EBITDA moved from negative NIS 2 million to positive NIS 3 million. That is real progress, mainly in Israel and in the reduced German loss, but it still does not turn the company into a self-funded business. The reported revenue growth came mainly from leasing and vehicle sales, while Trinity was already consolidated in the balance sheet but did not contribute to consolidated revenue for the quarter. The balance sheet headline looks far stronger after Malta and Trinity: consolidated equity jumped to NIS 19.7 million. The shareholder layer tells a different story: equity attributable to shareholders fell to NIS 12.0 million, non-controlling interests moved from deep negative equity to positive equity, and cash barely moved. The quarter therefore improves the company's financial survival odds, but it does not close the issue. The next proof points are approval of the raise, compliance with the new 15% covenant step in mid 2026, and the ability to turn growth in the fleet and Trinity into cash flow that does not depend on more debt or dilution.

Company Background

GoTo is a very small public-market company whose operations combine shared mobility, leasing solutions, used-vehicle sales, and a technology activity through Trinity. The company’s original engine is fleet operation and utilization, so its economics cannot be read through revenue alone. The real questions are how much fleet must be purchased, who funds it, how quickly customers pay, and what remains after depreciation, interest, and repayments.

This is no longer only a demand-validation story. In the previous annual analysis, the main point was that the Israeli operation had started to work, while the balance sheet remained tight. The first quarter strengthens the first point and sharpens the second. Israel remains the only segment generating segment profit, Germany is still losing less than before, and Trinity is becoming a more central part of the group structure. The balance sheet looks cleaner after Malta, but the improvement does not sit entirely where shareholders would want to see it.

The quarter has to be read through three layers: revenue, the shareholder layer, and liquidity. Revenue grew. Consolidated equity jumped. Liquidity still depends on the raise, continued fleet financing, and bank covenants. This is not a technical contradiction. It is how a fleet operator grows before it generates enough independent cash flow.

Revenue Grew From Fleet Activity and Trinity Is Not Yet in the Income Statement

Quarterly revenue rose to NIS 21.2 million from NIS 16.4 million in the parallel quarter, up 29.5%. A quick read could stop there. The internal split matters more: leasing rose from NIS 1.5 million to NIS 4.8 million, and vehicle sales contributed NIS 2.0 million after not appearing in the parallel quarter. These two lines alone added about NIS 5.3 million, more than the total increase in revenue.

The older shared-mobility activity did not show the same jump. Round-trip, one-way, and electric-scooter services together totaled NIS 12.1 million, down from NIS 12.7 million in the parallel quarter. The growth is therefore not a simple story of more usage of the same product. It comes from fleet-adjacent activity: leasing, vehicle sales, and broader commercial models that require more property and equipment, more financing, and tighter working-capital discipline.

That also explains why gross profit did not grow at the same pace. Gross profit rose only to NIS 4.3 million from NIS 4.1 million, and the gross margin fell from 24.8% to 20.5%. Operating discipline looks stronger: R&D expense fell to NIS 0.9 million, G&A fell to NIS 3.7 million, and the operating loss from continuing operations narrowed to NIS 1.8 million. The efficiency work is visible, but the quality of growth still needs to be tested because the growth sits in activity that requires fleet and funding.

At the segment level, Israel carries the company. The Israeli segment reached NIS 18.8 million revenue and NIS 2.8 million segment profit, compared with NIS 13.7 million revenue and NIS 1.5 million segment profit in the parallel quarter. Germany remained small and loss-making, with NIS 2.4 million revenue and a NIS 1.5 million segment loss, better than a NIS 2.9 million loss in the parallel quarter. That is a real improvement, and it shows that the company is no longer being consumed mainly by Germany. The pressure has moved to whether the growing activities can fund themselves without constantly increasing debt and dilution.

Trinity Entered the Balance Sheet Before the Income Statement

In the analysis of Trinity, the core point was the distinction between accounting consolidation and real growth. The first quarter makes that distinction critical. On March 23, 2026, GoTo received a casting vote on Trinity’s board, subject to minority protections, so Trinity became a consolidated company on the balance sheet. In the income statement, however, the company states that Trinity had no impact on consolidated revenue or net profit for the quarter.

The implication is straightforward: anyone looking only at the March 31 balance sheet already sees Trinity inside the group. Anyone looking at quarterly revenue still does not see it inside. If the business combination had taken place at the beginning of the year, consolidated revenue would have reached NIS 26.4 million rather than NIS 21.2 million. That NIS 5.2 million difference is Trinity’s full quarterly revenue.

Trinity itself reported NIS 5.2 million revenue and NIS 2.8 million gross profit in the quarter, alongside a NIS 378 thousand loss. That is better than a NIS 636 thousand loss in the parallel quarter, but it is still not a full profitability proof. On the balance sheet, the combination created NIS 5.1 million of intangible assets for customer relationships and technology, NIS 4.9 million of goodwill, and NIS 516 thousand of contingent consideration to minority shareholders if Trinity shares are sold above a minimum valuation. These are assets and terms that point to economic optionality, not cash that has already reached the company.

Trinity is therefore still a 2026 proof point. It can add a revenue layer with a higher gross margin than the fleet activity, but it must move from balance-sheet accounting improvement to income-statement contribution, and then to cash flow. Until that happens, the market can make mistakes in both directions: overstate the consolidated size, or ignore the fact that the company gained control of an asset that could improve the future profit mix.

Consolidated Equity Improved Without Strengthening the Shareholder Layer

The strongest balance-sheet line is also the easiest one to misread. Consolidated equity rose from NIS 0.9 million at the end of 2025 to NIS 19.7 million at the end of the first quarter. That is a dramatic jump for a company with a stretched balance sheet. The breakdown shows that the improvement is barely additional strength for ordinary shareholders.

This closes part of the question left open in the analysis of Malta. The Malta exit did clean up consolidated equity: minority shareholder loans of NIS 13.5 million were converted into equity, and the technical conversion was completed on May 27, 2026. At the same time, equity attributable to shareholders fell from NIS 15.8 million to NIS 12.0 million, partly because of the quarterly loss and the way Malta and Trinity moved through the equity layers. Shareholders get a more stable balance sheet, not new cash and not an increase in equity attributable to them.

That distinction matters because the bank covenant has not disappeared. The company did not meet the 20% tangible-equity-to-tangible-balance-sheet ratio at the end of 2025 and received a waiver. For 2026, the covenant ladder was reset to a soft 2% step for the first quarter, 15% for the second and third quarters, and 20% from the fourth quarter onward. The company expects to meet those covenants, but its bank-loan balance was classified as short term. The improvement in consolidated equity helps that framework, but it is not enough on its own to make the financing structure comfortable.

Cash Flow, the Raise, and the Next Quarterly Read

The relevant cash frame here is liquidity after all actual cash uses in the period: operating activity, property and equipment purchases, debt and lease repayments, and new financing received. In the first quarter, operating cash flow was negative NIS 491 thousand, better than in the parallel quarter but still not an independent cash source. Investing activity used NIS 3.1 million net, mainly because NIS 5.8 million of property and equipment purchases was partly offset by NIS 2.4 million of cash acquired with Trinity.

The piece that held the cash balance was financing. The company received NIS 11.2 million of bank and other loans, repaid NIS 6.2 million of loans, and paid NIS 1.4 million for leases. Cash at the end of the quarter was NIS 8.2 million, almost unchanged from NIS 8.3 million at the beginning of the year. This is not absolute weakness, because the company managed to fund the fleet and keep cash in the bank. It is also not cash-flow proof, because the cash balance was preserved mainly through external financing.

The post-balance-sheet event is the piece that could change actual liquidity. The company signed investment agreements for NIS 9.72 million in cash, against the issuance of 2.43 million shares and 2.43 million warrants. Assuming full warrant exercise, the voting rights to be issued to the round’s investors equal about 55.9% of the pre-round voting rights. The economic value of the issued share reflects a 25.3% discount to the share price at the end of the trading day preceding the first board decision on the allocations.

That raise is not a side detail. It is the price of wider breathing room: more cash and equity in exchange for meaningful dilution. Management itself ties the ability to meet obligations over the foreseeable period to the combination of completing the raise and continuing efficiency measures. The next check is therefore not only whether revenue keeps rising, but whether growth starts reducing the need for new equity.

The current read is that Q1 2026 improves GoTo’s odds of getting through 2026, but not enough to call the turnaround self-funded. The strongest counter-thesis is that the combination of an equity raise, the Malta exit, future rate cuts, and Trinity’s full entry into the financial statements could improve the balance sheet faster than it looks today. The near-term market interpretation will be driven by approval of the raise, compliance with the 15% ratio at midyear, and evidence that growth in leasing, the fleet, and Trinity starts reducing the need for more debt and dilution.