Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | MER TELEMANAGEMENT SOLUTIONS LTD |
Entity Central Index Key | 0001025561 |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2018 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | FY |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Entity Filer Category | Non-accelerated Filer |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 3,294,323 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,150 | $ 1,165 |
Restricted cash | 1,380 | 1,058 |
Trade receivables (net of allowance for doubtful accounts of $65 and $47 at December 31, 2018 and 2017, respectively) | 604 | 564 |
Other accounts receivable and prepaid expenses (Note 3) | 101 | 74 |
Assets of discontinued operations (Note 1b) | 151 | 1,301 |
Total current assets | 3,386 | 4,162 |
SEVERANCE PAY FUND | 541 | 856 |
PROPERTY AND EQUIPMENT, NET (Note 4) | 60 | 107 |
OTHER ASSETS: | ||
Intangible assets, net (Note 2i) | 21 | 42 |
Goodwill | 3,479 | 3,479 |
Total other assets | 3,500 | 3,521 |
Total assets | 7,487 | 8,646 |
CURRENT LIABILITIES: | ||
Trade payables | 164 | 308 |
Deferred revenues | 1,053 | 1,744 |
Accrued expenses and other liabilities (Note 5) | 2,394 | 2,283 |
Liabilities of discontinued operations (Note 1b) | 570 | 1,380 |
Total current liabilities | 4,181 | 5,715 |
LONG-TERM LIABILITIES: | ||
Accrued severance pay | 722 | 1,073 |
Deferred tax liability (Note 7) | 181 | 146 |
Total long-term liabilities | 903 | 1,219 |
COMMITMENTS AND CONTINGENT LIABILITIES (Note 6) | ||
SHAREHOLDERS' EQUITY (Note 9): | ||
Share capital - Ordinary shares of NIS 0.03 par value: Authorized: 17,000,000 and 6,666,667 shares at December 31, 2018 and 2017, respectively; Issued: 3,296,123 and 3,120,684 shares at December 31, 2018 and 2017, respectively; Outstanding: 3,294,323 and 3,118,884 shares at December 31, 2018 and 2017, respectively | 27 | 25 |
Preferred Shares of NIS 0.03 par value: Authorized: 3,000,000 and 0 shares at December 31, 2018 and 2017, respectively; Issued and Outstanding: 1,315,789 and 0 shares at December 31, 2018 and 2017, respectively | 10 | |
Additional paid-in capital | 29,807 | 28,188 |
Treasury shares at cost (1,800 Ordinary shares at December 31, 2018 and 2017) | (29) | (29) |
Accumulated deficit | (27,412) | (26,472) |
Total shareholders' equity | 2,403 | 1,712 |
Total liabilities and shareholders' equity | $ 7,487 | $ 8,646 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Dec. 31, 2018USD ($)shares | Dec. 31, 2018₪ / shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2017₪ / shares |
CURRENT ASSETS | ||||
Trade receivables, allowance for doubtful accounts | $ | $ 65 | $ 47 | ||
SHAREHOLDERS' EQUITY (Note 11): | ||||
Ordinary shares, par value per share | ₪ / shares | ₪ 0.03 | ₪ 0.03 | ||
Ordinary shares, shares authorized | 17,000,000 | 6,666,667 | ||
Ordinary shares, shares issued | 3,296,123 | 3,120,684 | ||
Ordinary shares, shares outstanding | 3,294,323 | 3,118,884 | ||
Treasury shares, shares | 1,800 | 1,800 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||
Total revenues | $ 5,861 | $ 6,773 | $ 7,551 |
Cost of revenues | |||
Total cost of revenues | 2,149 | 2,058 | 2,708 |
Gross profit | 3,712 | 4,715 | 4,843 |
Operating expenses | |||
Research and development | 825 | 1,645 | 1,754 |
Selling and marketing | 1,471 | 1,529 | 1,765 |
General and administrative | 2,239 | 1,966 | 2,207 |
Total operating expenses | 4,535 | 5,140 | 5,726 |
Operating loss | (823) | (425) | (883) |
Financial income (expense), net | (17) | 14 | 2 |
Loss before taxes on income | (840) | (411) | (881) |
Taxes on income (tax benefit), net | 46 | (9) | 63 |
Net loss from continuing operations | (886) | (402) | (944) |
Loss from discontinued operations | (284) | (1,366) | (4,277) |
Net loss | $ (1,170) | $ (1,768) | $ (5,221) |
Net loss per share: | |||
Basic and diluted net loss per share from continuing operations | $ (0.26) | $ (0.13) | $ (0.33) |
Basic and diluted net earnings per share from discontinued operations | (0.08) | (0.46) | (1.52) |
Basic and diluted net loss per share | $ (0.34) | $ (0.59) | $ (1.85) |
Weighted average number of shares used in computing basic and diluted net loss per share | 3,435,161 | 2,991,547 | 2,817,427 |
Telecom services [Member] | |||
Revenues | |||
Total revenues | $ 4,843 | $ 5,467 | $ 5,985 |
Cost of revenues | |||
Total cost of revenues | 1,719 | 1,646 | 2,248 |
Telecom product sales [Member] | |||
Revenues | |||
Total revenues | 1,018 | 1,306 | 1,566 |
Cost of revenues | |||
Total cost of revenues | $ 430 | $ 412 | $ 460 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (1,170) | $ (1,768) | $ (5,221) |
Other comprehensive income (loss): | |||
Change in foreign currency translation adjustments | 5 | ||
Available-for-sale investments: | |||
Change in net unrealized gains (loss) | (1) | 4 | |
Other comprehensive income (loss) | (1) | 9 | |
Comprehensive loss | $ (1,170) | $ (1,769) | $ (5,212) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Share capital [Member] | Preferred Stock [Member] | Additional paid-in capital [Member] | Treasury shares [Member] | Accumulated other comprehensive income (loss) [Member] | Accumulated deficit [Member] | Total | ||
Balance at Dec. 31, 2015 | $ 21 | $ 25,648 | $ (29) | $ (8) | $ (19,483) | $ 6,149 | |||
Balance, shares at Dec. 31, 2015 | [1] | 2,681,156 | |||||||
Stock-based compensation | [2] | 223 | 223 | ||||||
Issuance of ordinary shares | $ 2 | 698 | 700 | ||||||
Issuance of ordinary shares, shares | [1] | 216,158 | |||||||
Other comprehensive income (loss): | |||||||||
Unrealized gain of available-for-sale marketable securities, net | 4 | 4 | |||||||
Foreign currency translation adjustments | 5 | 5 | |||||||
Net loss | (5,221) | (5,221) | |||||||
Balance at Dec. 31, 2016 | $ 23 | 26,569 | (29) | 1 | (24,704) | $ 1,860 | |||
Balance, shares at Dec. 31, 2016 | 2,897,314 | [1] | 2,897,314 | ||||||
Stock-based compensation | 1 | $ 1 | |||||||
Issuance of ordinary shares | $ 2 | 398 | 400 | ||||||
Issuance of ordinary shares, shares | [1] | 200,803 | |||||||
Shareholders debt conversion into warrants | 1,220 | 1,220 | |||||||
Exercise of stock options | [2] | ||||||||
Exercise of stock options, shares | [1] | 20,767 | |||||||
Other comprehensive income (loss): | |||||||||
Unrealized gain of available-for-sale marketable securities, net | (1) | (1) | |||||||
Net loss | (1,768) | (1,768) | |||||||
Balance at Dec. 31, 2017 | $ 25 | 28,188 | (29) | (26,472) | $ 1,712 | ||||
Balance, shares at Dec. 31, 2017 | 3,118,884 | [1] | 3,118,884 | ||||||
Stock-based compensation | 90 | $ 90 | |||||||
Issuance of ordinary shares | $ 2 | 186 | 188 | ||||||
Issuance of ordinary shares, shares | [1] | 175,439 | |||||||
Issuance of preferred shares | $ 10 | 1,343 | 1,353 | ||||||
Issuance of preferred shares, shares | 1,315,789 | ||||||||
Effect of adoption of new accounting standard | 230 | 230 | |||||||
Other comprehensive income (loss): | |||||||||
Net loss | (1,170) | (1,170) | |||||||
Balance at Dec. 31, 2018 | $ 27 | $ 10 | $ 29,807 | $ (29) | $ (27,412) | $ 2,403 | |||
Balance, shares at Dec. 31, 2018 | 3,294,323 | [1] | 1,315,789 | 3,294,323 | |||||
[1] | Historical stock information was adjusted to retroactively reflect the one for three Ordinary share reverse split implemented in September 2017. | ||||||||
[2] | Represents an amount less than $1. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net loss | $ (1,170) | $ (1,768) | $ (5,221) |
Loss from discontinued operations | (284) | (1,366) | (4,277) |
Net loss from continuing operations | (886) | (402) | (944) |
Adjustments required to reconcile net loss from continuing operations to net cash provided by (used in) operating activities: | |||
Loss (gain) on sale of available-for-sale marketable securities | (5) | 4 | |
Depreciation and amortization | 82 | 98 | 250 |
Increase (decrease) in deferred tax, net | 35 | (20) | 59 |
Employees and non-employees' stock-based compensation and contribution from shareholders | 90 | 1 | 223 |
Increase (decrease) in accrued severance pay, net | (36) | 55 | 34 |
Decrease (increase) in trade receivables, net | (40) | 60 | 104 |
Increase in other accounts receivable and prepaid expenses | (27) | (18) | (9) |
Increase (decrease) in trade payables | (144) | (77) | 110 |
Increase in accrued expenses and other liabilities | 111 | 125 | 660 |
Increase (decrease) in deferred revenues | (461) | 370 | (452) |
Increase in restricted cash | (322) | (571) | (272) |
Net cash provided by (used in) operating activities from continuing operations | (1,598) | (384) | (233) |
Net cash provided by (used in) operating activities from discontinued operations | 57 | (38) | 874 |
Net cash provided by (used in) operating activities | (1,541) | (422) | 641 |
Cash flows from investing activities | |||
Purchase of property and equipment | (14) | (50) | (96) |
Investment in available-for-sale marketable securities | (56) | (86) | |
Proceeds from sale of available-for-sale marketable securities | 197 | 85 | |
Net cash provided by (used in) investing activities from continuing operations | (14) | 91 | (97) |
Net cash used in investing activities from discontinued operations | (1) | (3) | (1,813) |
Net cash provided by (used in) investing activities | (15) | 88 | (1,910) |
Cash flows from financing activities | |||
Proceeds from issuance of shares | 1,541 | 400 | 700 |
Net cash provided by financing activities from continuing operations | 1,541 | 400 | 700 |
Increase (decrease) in cash and cash equivalents | (15) | 66 | (569) |
Cash and cash equivalents at the beginning of the year | 1,165 | 1,099 | 1,668 |
Cash and cash equivalents at the end of the year | 1,150 | 1,165 | 1,099 |
Supplemental disclosure of cash flows activities | |||
Cash paid during the year for income taxes | 1 | 9 | 5 |
Non-cash activities: | |||
Shareholders debt conversion into warrants | $ 1,220 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1: GENERAL a. Mer Telemanagement Solutions Ltd. (the "Company" or "MTS") was incorporated on December 27, 1995. MTS and its subsidiaries (the "Group") is a worldwide provider of telecom expense management (“TEM”), billing solutions and . The Company's wholly-owned subsidiaries in the United States and Hong Kong, MTS IntegraTRAK Inc. and MTS Asia Ltd., act as marketing and customer service organizations in those countries. The Company's shares are listed for trade on the NASDAQ Capital Market under the symbol "MTSL". In April 2015, the Company acquired 100% of the outstanding shares of Vexigo, a privately-held Israeli-based software company supporting video advertising over the internet and mobile devices. During 2018, Vexigo sold its operation to an unaffiliated third party. The consideration for the sale was $250 receivable in three (3) installments, out of which, approximately $38 are still outstanding as of December 31, 2018. During 2018, the Company entered into a Securities Purchase Agreement ("SPA") with Alpha Capital Anstalt, an institutional investor, for the investment of $1,353 in a newly-created class of convertible preferred shares, and $188 in ordinary shares of the Company. In October 2018 the Company shareholders approved the SPA. The Alpha Capital SPA includes a greenshoe option for a future investment by Alpha Capital Anstalt of up to $1.5 million in the newly created preferred shares at the same price per preferred share paid in the initial investment during a period of 12 months following the closing date of the Alpha Capital SPA (see Note 10 for subsequent developments). b. Discontinued operations: 1. In March 2009, the Company discontinued the operations of TABS Brazil Ltda. its wholly owned subsidiary in Brazil. 2. In June 2018, the Company discontinued the operations of Vexigo ltd. its wholly owned subsidiary in Israel. The results of the discontinued operations including prior periods' comparable results, assets and liabilities which have been retroactively included in discontinued operations as separate line items in the statements of income and balance sheets are presented below. The summarized results of operations for Vexigo and TABS Brazil Ltd for the years ended December 31, 2016, 2017 and 2018, are as follows: Year ended December 31, *)2018 2017 2016 Revenue $ 794 $ 1,853 $ 6,501 Cost of revenues 1,034 1,453 4,205 Gross profit (loss) (240 ) 400 2,296 Operating expenses 310 1, 896 7,124 Operating loss 550 1, 496 4,828 Financial (expense), 16 130 ( 19 ) Gain on disposal of the discontinued operations 250 - - Loss before taxes on income 284 1,366 4,847 Taxes benefit - - 570 Total net Loss on discontinued operations $ 284 $ 1,366 $ 4,277 *) Represent the results of the discontinued operations until their disposal. The major classes of assets and liabilities that were classified as discontinued operations were: December 31, 2018 2017 Cash and cash equivalents $ 146 $ 163 Restricted cash - 10 Trade receivables 1 827 Other accounts receivable and prepaid expenses - 260 Property and equipment, net 4 41 Total assets of discontinued operations 151 1,301 Trade payables 265 980 Accrued expenses and other liabilities 305 400 Total liabilities of discontinued operations $ 570 $ 1,380 c. The Company has historically suffered recurring losses from its operating activities. The Company incurred losses for the year ended December 31, 2018, amounting to $ 1,170 and has accumulated deficit of $ 27,412. In addition, the Company incurred negative cash flows from operations of $1,598 for the year ended December 31, 2018 and has a working capital deficiency of $376 as of that date. Those factors raise substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months with existing cash on hand and by reducing operating spend. During 2018, the Company implemented a substantive cost reduction mainly by employee’s layoff and is expected to reduce its lease expenses during the first quarter of 2019. However, the Company will still need to seek additional sources of financing if it requires more funds than anticipated during the next twelve months or in later periods. The Company expects to explore various financing alternatives to raise additional funds to support its operations in the foreseeable future. There can be no assurance that additional financing will be available on satisfactory terms, or at all. If the Company is unable to secure needed financing, management may be forced to take additional actions. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The consolidated financial statements for the year ended December 31, 2018, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty to the Company's ability to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). a. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company's management evaluates estimates, including those related to intangible assets and goodwill, tax assets and liabilities, fair values of stock-based awards, allowance for bad debt. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. b. Financial statements in United States dollars A majority of the revenues of the Group are denominated in U.S. dollars ("dollar" or "dollars"). The dollar is the primary currency of the economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standards Codification ("ASC") No. 830, "Foreign Currency Matters". Changes in currency exchange rates between the Company's functional currency and the currency in which a transaction is denominated are included in the Company's results of operations as finance income (expenses), net in the period in which the currency exchange rates change. c. Principles of consolidation The consolidated financial statements include the accounts of the Group. Intercompany transactions and balances, including profits from intercompany sales not yet realized outside the Group, have been eliminated upon consolidation. d. Cash equivalents Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible to cash with original maturities of three months or less, at acquisition. e. Restricted cash Restricted cash is a deposit account which is held by the Company on behalf of Company's customers. f. Marketable securities The Company accounts for investments in debt and equity securities in accordance with ASC No. 320, "Debt and Equity Securities". Management determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such determinations at each balance sheet date. The Company classifies all of its securities as available for sale carried at fair market value. Fair value is determined based on observable market value quotes. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in "accumulated other comprehensive income (loss)" in shareholders' equity. Realized gains and losses on sales of investments, are included in earnings and are derived using the specific identification method for determining the cost of securities Interest and dividends on securities are included in financial income (expense), net. The net realized gains (losses) on sales of available-for-sale securities of $(0), $(1) and $4 in 2018, 2017 and 2016, respectively, were recorded in financial income (expense), net. The Company sold the marketable securities during the second quarter of 2017. g. Property and equipment, net Property and equipment are measured at cost, including directly attributable costs, less accumulated depreciation and accumulated impairment losses. Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows: % Computers and peripheral equipment 33 Office furniture and equipment 3 - 20 (mainly 7) Leasehold improvements Over the shorter of the lease term or useful economic life h. Impairment of long-lived assets The Company's long-lived assets and certain identifiable intangibles are reviewed for impairment in accordance with ASC 360, "Property, Plant and Equipment" ("ASC 360"), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. i. Intangible assets: Intangible assets that are considered to have a definite useful life are amortized over their useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up in accordance with ASC No. 350, "Intangibles – Goodwill and other" ("ASC 350"). The Company's identifiable intangibles are reviewed for impairment in accordance with ASC 360 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company's net intangible asset balance for year ended December 31, 2018 is $21 which will be completely depreciated by the end of 2019. j. Goodwill Goodwill and other certain purchased intangible assets have been recorded in the Company’s financial statements as a result of acquisitions. Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, "Intangible - Goodwill and Other," ("ASC 350") goodwill is not amortized, but rather is subject to an annual impairment test. ASC 350 requires goodwill to be tested for impairment at the reporting unit level at least annually or between annual tests in certain circumstances and written down when impaired. Goodwill is tested for impairment by comparing the fair value of the reporting unit with its carrying value. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the two-step impairment test is performed. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. The Company’s goodwill balance is only assigned to its Enterprise reporting unit. The Company performs an annual impairment test of its reporting units as of the 1 st Based on the 2017 and 2018 impairment analysis, the Company did not identify any impairment losses for the goodwill in 2017 and 2018. The material assumptions used for the income approach was five (5) years of projected cash flows, with a discount rate of 19.0%. k. Severance pay: Some of the Company's employees in Israel have subscribed to Section 14 of Israel's Severance Pay Law, 5723-1963 ("Section 14"). Pursuant to Section 14, the Company's employees, covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future the severance liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is recorded on the Company's balance sheet. With regards to employees in Israel that are not subject to Section 14, the Company's liability for severance pay is calculated pursuant to the Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of the balance sheet date. These employees are entitled to one-month salary for each year of employment or a portion thereof. The Company's liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and an accrual. The value of these deposits is recorded as an asset with other assets on the Company's balance sheet. The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements. Severance expense for the years ended December 31, 2018 and 2017 amounted to approximately $90 and $136, respectively. l. Business combinations: The Company accounts for business combinations in accordance with ASC No. 805, "Business Combinations" (“ASC 805"). ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in consolidated statements of income. In addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are to be recognized in consolidated statements of income. m. Revenue recognition: The Company generates revenues mainly from licensing the rights to use its software products and from providing maintenance, hosting and managed services, support and training. Certain software licenses requires significant customization. The Company sells its products directly to end-users and indirectly through resellers and OEMs (who are considered end users). The Company recognizes revenue under the five-step methodology required under ASC 606, “Revenue from Contracts with Customers”, which requires the Company to identify As of January 1, 2018, the Company adopted the new standard using the modified retrospective transition approach. See also note 2w. The Company’s primary revenue categories, related performance obligations, and associated recognition patterns are as follows: Revenue Recognition for software license fee Revenue Recognition for managed services arrangement The revenue from managed services arrangement is recognized over the time of the service. Revenue Recognition for maintenance Arrangements with multiple performance obligations - n. Research and development expenses: Research and development costs are charged to the consolidated statements of operation, as incurred. Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in the statement of operation when incurred. o. Income taxes: The Company accounts for income taxes and uncertain tax positions in accordance with ASC Topic No. 740, "Income Taxes" ("ASC 740"). ASC 740 prescribes the use of the liability method, according to which deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided to reduce deferred tax assets to the amounts that are more likely-than-not to be realized. ASC No. 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. p. Accounting for share-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation-Stock Compensation" ("ASC 718"). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company's consolidated statement of income (loss). The Company recognizes compensation expenses for the value of its awards, based on the straight-line method over the requisite service period of each of the awards. The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair-value method for its stock-option compensation awards and values restricted stock units based on the market value of the underlying shares at the date of grant. The Company estimates the fair value of stock options granted with the following weighted average assumptions for 2017 (there were no options grants in 2018): Year ended December 31, Stock options 2017 Expected volatility (1) 87.7% Risk-free interest (2) 2.435% Dividend yield (3) 0% Expected life (years) (4) 6.25 (1) The computation of expected volatility is based on realized historical share price volatility of the Company's stock. (2) The risk-free interest rate is based on the yield from U.S. Treasury Bonds with an equivalent term; (3) The dividend yield assumption is based on the Company's historical experience and expectation of future dividend payouts. The Company has historically not paid dividends and has no foreseeable plans to pay cash dividends in the future. (4) Expected term of options granted represents the period of time that options granted are expected to be outstanding, and is estimated based on the Company's history. The Company applies ASC No. 505-50, “Equity-Based Payment to Non-Employees” with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the measurement date. Effective as of January 1, 2017, the Company adopted Accounting Standards Update 2016-09, "Compensation-Stock Compensation (Topic 718)" ("ASU 2016-09") on a modified, retrospective basis. ASU 2016-09 permits entities to make an accounting policy election related to how forfeitures will impact the recognition of compensation cost for stock - based compensation: to estimate the total number of awards for which the requisite service period will not be rendered or to account for forfeitures as they occur. Upon adoption of ASU 2016-09, the Company elected to change its accounting policy to account for forfeitures as they occur. The change was applied on a modified, retrospective basis. The impact of the adoption on the Company's was immaterial. q. Fair value of financial instruments: The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: The carrying amounts of cash and cash equivalents, restricted cash, trade receivables, other accounts receivable, trade payables, long term contingent earn-out liability and accrued liabilities approximate their fair value, due to the maturity of such instruments. The Company applies ASC No. 820, "Fair Value Measurement" ("ASC 820") which clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - quoted prices in active markets for identical assets or liabilities. Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value of the Company’s marketable securities are based on quoted market prices and classified within Level 1. The Company did not hold any marketable securities as of December 31, 2018. The Company’s derivatives instruments are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. r. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, trade receivables and other account receivable. Cash, cash equivalents and restricted cash are deposited with major banks in Israel, Hong Kong and the United States. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company's investments are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these investments. The Company's customers are located mainly in the United States. The Company performs ongoing credit evaluations of its customers. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. The allowance for doubtful accounts is determined with respect to specific debts that are doubtful of collection according to management estimates. The Company has no off-balance-sheet concentrations of credit risk. s. Basic and diluted net earnings (loss) per share: Basic net earnings (loss) per share are computed based on the weighted average number of Ordinary and Preferred shares outstanding during each year. Diluted net earnings (loss) per share is computed based on the weighted average number of Ordinary and Preferred shares outstanding during each year, plus dilutive potential Ordinary shares considered outstanding during the year, in accordance with ASC No.260, "Earnings Per Share". Preferred shares have been included together with the Ordinary shares as a component of both basic and dilutive earnings (loss) per share as these securities participate equally with the Ordinary shares in the profits, losses and liquidation values. No options have been included in the calculation of the diluted net earnings per share due to the Company’s losses during all the years presented. t. Derivatives instruments: ASC No. 815, "Derivatives and Hedging"("ASC 815") , as amended, requires the Company to recognize all derivatives on the balance sheet at fair value Changes in the fair value of put option contracts are reflected in the consolidated statements of operations as financial income or expense, when they occur. During 2018, 2017 and 2016, the Company entered into forward, call and put option contracts in the aggregate notional amounts of $2,100 $1,900 and $4,800, respectively, which converted a portion of its floating currency liabilities to a fixed rate basis, thus reducing the impact of exchange rate fluctuations on the Company's cash flow. In 2018, 2017 and 2016, the revaluation income (expenses) from these contracts with respect to the above transactions were $(9), $84 and $6, respectively, and are presented in the statements of operations as financial income (expense), net. As of December 31, 2018, the Company had outstanding call and put option contracts in an insignificant amount. u. Comprehensive income (loss): The Company accounts for comprehensive income (loss) in accordance with ASC No. 220, "Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income (loss) generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, shareholders. The Company determined that its items of other comprehensive income (loss) relate to unrealized gains and losses on available for sale marketable securities and changes in foreign currency translation adjustments. v. Treasury shares: Company shares held as treasury shares are recognized at cost, and as a deduction from equity. Any gain or loss arising from a purchase, sale, issuance or cancellation of treasury shares is recognized directly in equity. w. Impact of recently adopted accounting standards: On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method for contracts which were not completed as of January 1, 2018. Under the modified retrospective method, the Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit and deferred revenues in the amount of $230. The impact of the ASC 606 adoption on the consolidated statement of operations for the year ended December 31, 2018, was an increase in revenues amounting to $27, resulting in total revenues of $5,861, while under ASC 605 the Company's revenues would have been $5,834. The impact on the loss of operations was also $27. This x. Impact of recently issued accounting standards: 1. In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842” or “ASC 842”). The standard requires lessees to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840, "Leases". Topic 842 becomes effective for the Company beginning January 1, 2019. The Company has completed its evaluation of the Standard and does not expect a material change in its pattern of leases recognition. 2. In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be prospectively as of the earliest date practicable. The standard is effective on January 1, 2019. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements and footnote disclosures. 3. In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019; early adoption is permitted. The Company does not expect that this new guidance will have a material impact on the Company’s Consolidated Financial Statements. 4. In January 2017, the FASB issued ASU 2017-01 "Business Combinations (Topic 805): Clarifying the Definition of a Business" (ASU 2017-04), which provides a more robust framework to use in determining when a set of assets and activities is a business. Because the current definition of a business is interpreted broadly and can be difficult to apply, stakeholders indicated that analyzing transactions is inefficient and costly and that the definition does not permit the use of reasonable judgment. ASU 2017-04 provides more consistency in applying the guidance, reduces the costs of application, and makes the definition of a business more operable. This update is effective for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the effect that this guidance will have on its consolidated financial statements. 5. In August 2017, the FASB issued ASU No. 2017-12 (Topic 815) Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which expands an entity's ability to hedge financial and nonfinancial risk components and amends how companies assess effectiveness as well as changes the presentation and disclosure requirements. The new standard is to be applied on a modified retrospective basis and is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of adoption on the Consolidated Financial Statements. 4. In August 2017, the FASB issued ASU No. 2017-12 (Topic 815) Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which expands an entity's ability to hedge financial and nonfinancial risk components and amends how companies assess effectiveness as well as changes the presentation and disclosure requirements. The new standard is to be applied on a modified retrospective basis and is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of adoption on the Consolidated Financial Statements. |
OTHER ACCOUNTS RECEIVABLE AND P
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | NOTE 3: OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31, 2018 2017 Government authorities $ 32 $ 27 Prepaid expenses 27 25 Lease deposits 29 4 Others 13 18 $ 101 $ 74 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4: PROPERTY AND EQUIPMENT December 31, 201 8 201 7 Cost: Computers and peripheral equipment $ 1,048 $ 1,0 37 Office furniture and equipment 190 190 Leasehold improvements 31 28 1,269 1,255 Accumulated depreciation: Computers and peripheral equipment 1,021 962 Office furniture and equipment 172 170 Leasehold improvements 16 16 Accumulated depreciation 1,209 1,148 Depreciated cost $ 60 $ 1 07 The depreciation expense for the years ended December 31, 2018, 2017 and 2016 amounted to $61, $77 and $68, respectively. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 5: ACCRUED EXPENSES AND OTHER LIABILITIES December 31, 2018 2017 Employees and payroll accruals $ 304 $ 579 Institutions and income tax payable 130 119 Accrued expenses 1,950 1,573 Related parties 10 12 $ 2,394 $ 2,283 |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 6: COMMITMENTS AND CONTINGENT LIABILITIES a. Lease commitments: The Group leases office space through operating leases. The facilities of the Company and its subsidiaries are leased for periods ending February 2019. Future minimum lease commitments under non-cancelable operating leases as of December 31, 2018 is $25. In February 2019, The Company entered into a monthly basis non-obligated lease contract with a monthly rental charge. b. Royalty commitments: The Company is committed to pay royalties to Israel Innovation Authority ("IIA"), formerly known as the Office of the Chief Scientist, of the Ministry of Industry, Trade and Labor of the Government of Israel on proceeds from sales of products resulting from the research and development projects in which the IIA participated. In the event that development of a specific product in which the IIA participated is successful, the Company will be obligated to repay the grants through royalty payments at the rate of 3% to 5% based on the sales of the Company, up to 100%-150% of the grants received linked to the dollar. Grants received after January 1999 are subject to interest at a rate equal to the 12 months LIBOR rate. The obligation to pay these royalties is contingent upon actual sales of the products and, in the absence of such sales, no payment is required. As of December 31, 2018, the Company had a contingent liability to pay royalties in the amount of approximately $ 8,289 plus interest for grants received after January 1999. The Company has paid or accrued royalties in its cost of revenues relating to the repayment of such IIA grants in the amount of $ 66, $ 92 and $ 112 for the years ended December 31, 2018, 2017 and 2016, respectively. c. Claims and demands: 1. Claims related to discontinued operations: The Company is a party to various tax claims that arose in TABS Brazil. In August 2007, the Company’s Brazilian subsidiary, TABS Brazil, was ordered by the Labor Law Court in Brazil to pay approximately $43 to one of its former employees. Such amount bears a 1% interest rate per month from the date that the claim was filed. Accordingly, the Company recorded a provision of approximately $54 in respect of such claims in accordance with ASC 450, "Contingencies", based on advice of its legal counselor. As of December 31, 2018, total claims related to discontinued operations amounted to $163. 2. The Israeli Government, through the Fund for Encouragement of Marketing Activities, awarded C. Mer Industries Ltd. ("C. Mer"), the former parent of the Company grants for participation in foreign marketing expenses, partially related to the Company's marketing activities for the years 1996 - 1998. During 2012, the Company received through an affiliated company a demand with respect to the reimbursement of above-mentioned grants. As of December 31, 2018, and 2017, the Company provided an adequate provision with respect to this demand. d. Guarantees: The Company provided a bank guarantee in the amount of $56 to secure its obligations under one of its lease agreements. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 7: TAXES ON INCOME a. Israeli taxation: 1. Corporate tax rates: Generally, income of Israeli companies is subject to corporate tax. The corporate tax rate in Israel, effective as of January 1, 2018, is 23%, compared with 24% in 2017 and 25% in 2016. 2. Tax benefits under the Law for the Encouragement of Capital Investments, 1959 ("the Law"): According to the Law, the Company is entitled to various tax benefits by virtue of the "approved enterprise" status granted to part of their enterprises, as implied by this Law. The principal benefits by virtue of the Law are: According to the provisions of the Law, the Company has chosen to enjoy the "Alternative" track. Under this track, the Company is tax exempt in the first two years of the benefit period and subject to tax at the reduced rate of 10%-25% for a period of several years for the remaining benefit period. The Company elected 2008 as its "year of election". The income qualifying for tax benefits under the alternative track is the taxable income of a company that has met certain conditions as determined by the Investment Law ("a beneficiary company"), and which is derived from an industrial enterprise. The Investment Law specifies the types of qualifying income that is entitled to tax benefits under the alternative track with respect of an industrial enterprise, whereby income from an industrial enterprise includes, among others, revenues from the production and development of software products and revenues from industrial research and development activities performed for a foreign resident (and approved by the Head of the Administration of Industrial Research and Development). The benefit period starts with the first year the beneficiary enterprise earns taxable income, provided that 14 years have not passed since the approval was granted and 12 years have not passed since the enterprise began operating. In respect of expansion programs pursuant to Amendment No. 60 to the Investment Law, the benefit period starts at the later of the year elected and the first year the Company earns taxable income provided that 12 years have not passed since the beginning of the year of election. The respective benefit period has not yet begun However, the benefit period is expected to end on December 31, 2019. The above benefits are contingent upon the fulfillment of the conditions stipulated by the Investment Law, regulations published there-under and the letters of approval for the investments in the approved enterprises, as above. Non-compliance with the conditions may cancel all or part of the benefits and refund of the amount of the benefits, including interest. Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 68): In January 2011, the Law for Economic Policy for 2011 and 2012 (Amended Legislation), 2011 ("the Amendment") was enacted. The Amendment prescribes, among others, amendments to the Law for the Encouragement of Capital Investments, 1959 ("the Law"). The Amendment became effective as of January 1, 2011. According to the Amendment, the benefit tracks in the Law were modified and a flat tax rate applies to the Company's entire preferred income under its status as a preferred company with a preferred enterprise. Commencing from the 2011 tax year, the Company can elect to apply the Amendment in a certain tax year and from that year and thereafter, it will be subject to the amended tax rates, as detailed below. As of December 31, 2018, the Company chose not to adopt this amendment, but may elect to do so in the future. Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 71): In August 2013, the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets for 2013 and 2014), 2013 which includes Amendment 71 to the Law for the Encouragement of Capital Investments ("the Amendment") was enacted. According to the Amendment, the tax rate on preferred income from a preferred enterprise in 2014 and thereafter will be 16% (in development area A - 9%). As for changes in tax rates resulting from the enactment of Amendment 73 to the Law, see below. The Amendment also prescribes that any dividends distributed to individuals or foreign residents from the preferred enterprise's earnings as above will be subject to tax at a rate of 20%. Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 73): In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which includes Amendment 73 to the Law for the Encouragement of Capital Investments ("the Amendment") was published. According to the Amendment, a preferred enterprise located in development area A will be subject to a tax rate of 7.5% instead of 9% effective from January 1, 2017 and thereafter (the tax rate applicable to preferred enterprises located in other areas remains at 16%). The Amendment also prescribes special tax tracks for technological enterprises, which are subject to rules that are to be issued by the Minister of Finance. The new tax track under the Amendment, which may be relevant to the Company is as follows: Technological preferred enterprise - an enterprise for which total consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion. A technological preferred enterprise, as defined in the Law, which is located in the center of Israel will be subject to tax at a rate of 12% on profits deriving from intellectual property (in development area A - a tax rate of 7.5%). Any dividends distributed to "foreign companies", as defined in the Law, deriving from income from the technological enterprises will be subject to tax at a rate of 4%. 3. The Law for the Encouragement of Industry (Taxation), 1969: The Company has the status of an "industrial company", as defined by this law. According to this status and by virtue of regulations published thereunder, the Company is entitled to claim a deduction of accelerated depreciation on equipment used in industrial activities, as determined in the regulations issued under the Inflationary Law. The Company is also entitled to amortize a patent or rights to use a patent or intellectual property that are used in the enterprise's development or advancement, to deduct issuance expenses for shares listed for trading, and to file a consolidated income tax report under certain conditions. 4. Tax Benefits for Research and Development: Israeli tax law permits, under some conditions, a tax deduction for expenditures in the year incurred, including capital expenditures, in scientific research and development projects. The deduction is permitted if, among other things, the expenditures are approved by the relevant government ministry and the research and development is for the promotion of the enterprise and is carried out by, or on behalf of, a company seeking the deduction. The IIA has approved some of the Company's research and development programs and the Company has been able to deduct, for tax purposes, a portion of its research and development expenses net of the grants received. Other research and development expenses that are not approved may be deducted for tax purposes in three equal installments during a three-year period. 5. Tax assessments: The Company has received final tax assessments through the tax year of 2014. b. Income taxes on non-Israeli subsidiaries: Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence. c. Tax Reform in the U.S: On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. At December 31, 2017, the Company re-measured its U.S. deferred tax assets and liabilities, based on the new rates at which they are expected to reverse in the future. The tax benefit recorded in 2017, related to the re-measurement of the deferred tax balance was $52. d. Net operating loss carry-forwards: As of December 31, 2018, the Company, its subsidiaries in Hong Kong and in the U.S had an estimated total amount of available carry-forward tax losses of approximately $28,000, $580, $630, respectively, to offset against future taxable profits. The operating tax loss carry-forwards in Israel may be offset indefinitely against operating income. In addition, as of December 31, 2018, the Company had capital losses in the amount of approximately $473 that can be carried forward indefinitely. MTS IntegraTRAK, the Company’s U.S. subsidiary, is subject to U.S. income taxes. Total net operating loss carry-forwards of approximately $630 as of December 31, 2018, will expire in the years 2021 to 2028. Utilization of the U.S. net operating losses may be subject to substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. Such annual limitation may result in the expiration of net operating losses before utilization. e. Deferred income taxes: Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Group's deferred tax liabilities and assets are as follows: December 31, 2018 2017 Deferred tax asset (liability): Tax loss carry-forwards $ 6,681 $ 5,936 Allowances for doubtful accounts and accruals for employee benefits 74 101 Intangible assets 28 38 Depreciation, accruals for interest and other 533 695 Deferred tax asset before valuation allowance 7,316 6,770 Goodwill (791 ) (785 ) Valuation allowance (6,706 ) (6,131 ) Deferred tax liability, net $ (181 ) $ (146 ) The Company and certain of its subsidiaries have provided valuation allowances in respect of deferred tax assets resulting from tax loss carry-forwards and other temporary differences, since they have a history of losses incurred over the past years. Management currently believes that it is more likely than not that part of the deferred tax relating to the loss carry-forwards in the Company and its subsidiaries and other temporary differences will not be realized in the foreseeable future. f. A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the statements of operations is as follows: Year ended December 31, 2018 2017 2016 Loss before taxes on income, net, as reported in the statements of operations from continuing operations $ (840 ) $ (411 ) $ ( 881 ) Tax rates 23 % 24 % 25 % Theoretical tax benefit $ (193 ) $ (99 ) $ ( 220 ) Decrease in taxes resulting from: Non– deductible expenses 37 24 57 Loss and timing differences for which no deferred tax was provided 187 50 195 Tax adjustment in respect of different tax rate of subsidiaries 6 12 29 Changes in provision for uncertain tax positions 9 4 2 Taxes on income, net, as reported in the statements of operations $ 46 $ (9 ) $ 63 g. Loss before income (expense) taxes is comprised as follows: Year ended December 31, 2018 2017 2016 Domestic $ (803 ) $ (351 ) $ (923 ) Foreign (37 ) (60 ) 42 $ (840 ) $ (411 ) $ ( 881 ) h. Taxes on income are comprised as follows: Year ended December 31, 2018 2017 2016 Current $ 11 $ 11 $ 4 Deferred 35 (20 ) 59 $ 46 $ (9 ) $ 63 Foreign $ 46 $ (12 ) $ 63 Domestic - 3 - $ 46 $ (9 ) $ 63 i. As of December 31, 2018, the Company recorded a liability for unrecognized tax benefits of $148. A reconciliation of the opening and closing amounts of unrecognized tax benefits is as follows: 2018 2017 Balance as of beginning of the year $ 139 $ 135 Cumulative translation adjustments and other 9 4 Balance at the end of the year $ 148 $ 139 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | NOTE 8: RELATED PARTY TRANSACTIONS AND BALANCES a. The Company receives certain services from C. Mer, a publicly traded company. Mr. Chaim Mer, the Company's chairman of the board and Mr. Isaac Ben Bassat, a former director of the Company, are members of the controlling group of C. Mer. These services include reimbursement for shared expenses related to a commercial insurance policy. For the years ended December 31, 2016, 2015 and 2014, the Company paid or accrued $12, $11 and $11, respectively, with respect to the above-mentioned expenses. In 2012 MTS Ltd. engaged with Mer Telecom Ltd., a subsidiary of C. Mer, in a deployment of its mobile financial services ("MFS") solution for a customer in Africa and completed the deployment in 2013. The Company recorded revenues with respect to this agreement in the amount of $0, $0 and $14 in 2018, 2017 and 2016, respectively. From January 1, 2009 until September 2011, as part of the acquisition of certain assets and liabilities of AnchorPoint, Inc., the Company received certain services from Data Distributors Inc., a company controlled by Mr. Roger Challen, a director of the Company and the controlling shareholder of the Info Group Inc., a beneficial owner of 9.48% of the Company's Ordinary shares as of December 31, 2018. These services include reimbursement for shared expenses, development and IT services, other administrative services. Expenses recognized with respect to the above-mentioned services were approximately $10, $2 and $9 for the years ended December 31, 2018, 2017 and 2016, respectively. In addition, the Company rents an office in Powder Springs, Georgia, from Mr. Challen, under a month-to-month lease. In each of the years ended December 31, 2018, 2017 and 2016, the Company paid or accrued $56 with respect to the above-mentioned rent expenses. b. Balances and transactions with related parties were as follows: 1. Balances with related parties: December 31, 2018 2017 Other accounts payable and accrued expenses (Note 5) $ 10 $ 12 Other accounts payable and accrued expenses (Note 5) (*) $ - $ 62 (*) The Company recorded in 2017 a compensation provision for two of the Company's officers who terminated their employment during 2017, and were paid in 2018. 2. Transactions with related parties: Year ended December 31, 2018 2017 2016 Revenues derived from a related party $ - $ - $ 14 Amounts charged by related parties: Cost of revenues $ 37 $ 33 $ 36 Operating expenses 148 197 142 $ 185 $ 230 $ 178 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 9: SHAREHOLDERS' EQUITY a. Share capital: The Ordinary shares entitle their holders the right to receive notice to participate in and vote at general meetings of the Company and the right to receive cash dividends, if declared. On May 16, 2016, the Company issued in a private placement to certain of its shareholders an aggregate of 216,158, Ordinary shares, for an aggregate amount of $700, out of which, an aggregate of $400 was invested by former Vexigo shareholders, out of the outstanding amount owed to them. In March 2017, the Company issued 20,767 Ordinary shares to a consultant as finder fees for the Vexigo acquisition upon the exercise of warrants he was issued as compensation for his services. On August 14, 2017, the Company issued in a private placement to certain of its shareholders an aggregate of 200,803, Ordinary shares for an aggregate amount of $400, pursuant to a share purchase agreement. In August 2017, the Company converted $1,220 of debt to Vexigo former shareholders incurred in connection with the acquisition of Vexigo into warrants to acquire 400,000 of Ordinary shares. The warrants have a term of five years and are exercisable without any additional consideration commencing on the second anniversary of their issuance. During the two years period following issuance, the Company has an option to purchase all or a portion of such warrants at a price per warrant of $3. Following such debt conversion, the Company currently does not have any outstanding debt in connection with the Vexigo acquisition. On September 6, 2017, The Company effected a one-for-three reverse split of Ordinary shares. The reverse split entailed the exchange of one Ordinary share, NIS 0.03 nominal value per share for three Ordinary shares, NIS 0.01 nominal value. No fractional shares were issued as a result of the reverse split. The reverse split reduced the number of outstanding Ordinary shares from 9,356,652 Ordinary shares to 3,118,884 Ordinary shares. Historical stock information was adjusted to retroactively reflect the one for three Ordinary share reverse split implemented in September 2017. In June 2018, the Company issued 175,439 Ordinary shares for an aggregate amount of $188, to Alpha Capital Anstalt, an institutional investor, pursuant to a Purchase Agreement. In October 2018, the Company issued a newly-created class of 1,315,789 convertible preferred shares for an aggregate amount of $1,353, to Alpha Capital Anstalt, an institutional investor, pursuant to a Purchase Agreement. The preferred shares confer the following rights upon their holders: (i) equal rights to receive dividends, if and when distributed, whether in cash or any other manner, and to participate in a distribution of bonus shares, if and when distributed, on an as-converted basis), (ii) equal right to participate in a distribution of the Company’s assets available for distribution, in the event of liquidation or winding-up of the Company, on an as-converted basis, (iii) a right of conversion into Ordinary Shares as described below and (iv) equal rights to vote on all matters submitted to a vote of the Ordinary Shares (on an as-converted basis, up to the beneficial ownership limitation described below, to the extent applicable). Each Preferred Share is convertible, at any time and from time to time at the option of the shareholder thereof, into such number of Ordinary Shares determined by dividing the Per Preferred Share Purchase Price ($1.14, subject to adjustments) by the conversion price then in effect (the “Conversion Rate”). The initial Conversion Rate is 1:1. As to Alpha Capital Anstalt, from the closing date of the Alpha Capital SPA and until 36 months from the closing date, if and whenever the Company issues or sells Ordinary Shares or Ordinary Shares equivalents for a consideration per share that is less than the conversion price then in effect, or the Discounted Per Ordinary Share Purchase Price, and which is not an exempted issuance, then immediately after such dilutive issuance, the conversion price shall be reduced to equal the Discounted Per Ordinary Share Purchase Price, but in no event shall the conversion price become lower than the greater of (i) $US 0.10 or (ii) 20% of the closing price on the trading day immediately prior to the date of the Alpha Capital SPA. The Company Articles provide that it shall not affect any conversion of the Preferred Shares to the extent that, after giving effect to the conversion, the applicable shareholder would beneficially own in excess of the Beneficial Ownership Limitation. The “Beneficial Ownership Limitation” is defined a 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon conversion of Preferred Shares held by the applicable shareholder. The applicable shareholder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions applicable to its Preferred Shares. Any such increase or decrease in the Beneficial Ownership Limitation will not be effective until the 61 st day after such notice is delivered to the Company and shall only apply to such shareholder. b. Share options: The Company’s 1996 Incentive Share Option Plan (the "Plan") when adopted, authorized the grant of options to purchase up to 250,000 of its Ordinary shares to officers, employees and directors of the Company or any subsidiary, pursuant to section 102 of the Israel Income Tax Ordinance. Any option, which is canceled or forfeited before expiration, will become available for future grants. In 2003, pursuant to an amendment in section 102 of the Israeli Income Tax Ordinance the Company rolled-over the remaining 148,986 options available at that time under the Plan for future grants under the 2003 Incentive Share Option Plan (the "2003 Plan") that conforms with the amended provisions of section 102 of the Israel Income Tax Ordinance. At the Company's 2013 annual general meeting, the Company’s shareholders approved amendments to the 2003 Plan. The amendments included, among others, the extension of the 2003 Plan term by ten years so that the 2003 Plan will expire on November 30, 2023, unless further extended and the increase of the number of ordinary shares issuable under the 2003 Plan by an additional 166,666 Ordinary shares, so that the Company is entitled to issue up to 315,652 Ordinary shares under the 2003 Plan. In August 2016, the Company’s shareholders approved a further increase of the number of Ordinary shares issuable under the 2003 Plan by an additional 166,667 Ordinary shares, so that the Company is entitled to issue up to 482,319 Ordinary shares under the 2003 Plan. In June 2006, the Company adopted intended the Company in an amount of At the Company's 2011 annual general meeting, shareholders approved an amendment to the 2006 Plan to provide for the issuance of an additional 66,666 Ordinary shares and to increase the total number of Ordinary shares with respect to which options may be granted to any eligible employee during any twelve months period to 50,000 Ordinary shares, subject to adjustment as provided in the 2006 Plan. At the Company's 2013 annual general meeting, the Company’s On October 1, 2017 the Company authorized an options grant to its new CEO, to acquire 116,667 ordinary shares under 2003 Israeli Share Option Plan. These options vest over a period of four years (25% vesting on October 1, 2018 and an additional 12.5% vesting every six months for the following three years), subject to the fulfillment of a condition to vesting. The condition to vesting will be fulfilled in the event the closing price of the Company’s Ordinary shares is equal to or higher than a price per share of $4.5 three month As of December 31, 2018, 429,951 Ordinary shares are available for future option grants under the Company’s plans. c. A summary of option activity under the Company's stock option plans to its employees as of December 31, 2018, and changes during the year ended December 31, 2018, are as follows: Number of options Weighted-average exercise price Weighted- average remaining contractual term (in years) Aggregate intrinsic value Outstanding at January 1, 2018 272,047 $ 3.58 5.41 $ - Granted - $ - - $ - Exercised - $ - - $ - Expired and forfeited (117,047 ) $ 1.49 - $ - Outstanding at December 31, 2018 155,000 $ 5.16 8.01 $ - Exercisable at December 31, 2018 11,667 $ 1.38 0.59 $ - The weighted average grant-date fair value of options granted during 2017 and 2016 was $1.67 and $2.75 per option respectively. The total compensation cost related to options granted to employees under the Company's share-based compensation plans recognized for the years ended December 31, 2018, 2017 and 2016 amounted to $90, $1 and $205, respectively. As of December 31, 2018, there was $153 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company's stock option plans. d. Total stock-based compensation expenses recognized in 2018 and 2017: The total stock-based compensation expense related to employees' equity-based awards, recognized for the years ended December 31, 2018, 2017 and 2016, was comprised as follows: Year ended December 31, 2018 2017 2016 Cost of revenues $ - $ 4 $ 8 Research and development 1 5 30 Selling and marketing - 5 12 General and administrative 89 (13 ) 155 $ 90 $ 1 $ 205 e. Options to non-employees: Issuance date In connection with Number of options granted Options exercisable Exercise price per share Exercisable through April 1, 2015 consultant 26,667 - 2.64 April 2020 Our former CEO, Mr. Lior Salansky currently serves as a consultant to the Company’s Board of Directors and agreed to provide his consulting services in consideration for the extension of the option granted to him on April 1, 2015 (which became fully vested on April 1, 2016) to acquire 26,667 Ordinary shares under our 2003 Plan. Total stock-based compensation expense related to non-employees' equity-based awards, recognized in 2016 was $18. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 10: SUBSEQUENT EVENT Alpha exercised its green shoe option in part 29, and purchased 109,649 in consideration of $125 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of estimates | a. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company's management evaluates estimates, including those related to intangible assets and goodwill, tax assets and liabilities, fair values of stock-based awards, allowance for bad debt. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Financial statements in United States dollars | b. Financial statements in United States dollars A majority of the revenues of the Group are denominated in U.S. dollars ("dollar" or "dollars"). The dollar is the primary currency of the economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standards Codification ("ASC") No. 830, "Foreign Currency Matters". Changes in currency exchange rates between the Company's functional currency and the currency in which a transaction is denominated are included in the Company's results of operations as finance income (expenses), net in the period in which the currency exchange rates change. |
Principles of consolidation | c. Principles of consolidation The consolidated financial statements include the accounts of the Group. Intercompany transactions and balances, including profits from intercompany sales not yet realized outside the Group, have been eliminated upon consolidation. |
Cash equivalents | d. Cash equivalents Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible to cash with original maturities of three months or less, at acquisition. |
Restricted cash | e. Restricted cash Restricted cash is a deposit account which is held by the Company on behalf of Company's customers. |
Marketable securities | f. Marketable securities The Company accounts for investments in debt and equity securities in accordance with ASC No. 320, "Debt and Equity Securities". Management determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such determinations at each balance sheet date. The Company classifies all of its securities as available for sale carried at fair market value. Fair value is determined based on observable market value quotes. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in "accumulated other comprehensive income (loss)" in shareholders' equity. Realized gains and losses on sales of investments, are included in earnings and are derived using the specific identification method for determining the cost of securities Interest and dividends on securities are included in financial income (expense), net. The net realized gains (losses) on sales of available-for-sale securities of $(0), $(1) and $4 in 2018, 2017 and 2016, respectively, were recorded in financial income (expense), net. The Company sold the marketable securities during the second quarter of 2017. |
Property and equipment, net | g. Property and equipment, net Property and equipment are measured at cost, including directly attributable costs, less accumulated depreciation and accumulated impairment losses. Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows: % Computers and peripheral equipment 33 Office furniture and equipment 3 - 20 (mainly 7) Leasehold improvements Over the shorter of the lease term or useful economic life |
Impairment of long-lived assets | h. Impairment of long-lived assets The Company's long-lived assets and certain identifiable intangibles are reviewed for impairment in accordance with ASC 360, "Property, Plant and Equipment" ("ASC 360"), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Intangible assets | i. Intangible assets: Intangible assets that are considered to have a definite useful life are amortized over their useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up in accordance with ASC No. 350, "Intangibles – Goodwill and other" ("ASC 350"). The Company's identifiable intangibles are reviewed for impairment in accordance with ASC 360 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company's net intangible asset balance for year ended December 31, 2018 is $21 which will be completely depreciated by the end of 2019. |
Goodwill | j. Goodwill Goodwill and other certain purchased intangible assets have been recorded in the Company’s financial statements as a result of acquisitions. Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, "Intangible - Goodwill and Other," ("ASC 350") goodwill is not amortized, but rather is subject to an annual impairment test. ASC 350 requires goodwill to be tested for impairment at the reporting unit level at least annually or between annual tests in certain circumstances and written down when impaired. Goodwill is tested for impairment by comparing the fair value of the reporting unit with its carrying value. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the two-step impairment test is performed. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. The Company’s goodwill balance is only assigned to its Enterprise reporting unit. The Company performs an annual impairment test of its reporting units as of the 1 st Based on the 2017 and 2018 impairment analysis, the Company did not identify any impairment losses for the goodwill in 2017 and 2018. The material assumptions used for the income approach was five (5) years of projected cash flows, with a discount rate of 19.0%. |
Severance pay | k. Severance pay: Some of the Company's employees in Israel have subscribed to Section 14 of Israel's Severance Pay Law, 5723-1963 ("Section 14"). Pursuant to Section 14, the Company's employees, covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Payments in accordance with Section 14 release the Company from any future the severance liabilities in respect of those employees. Neither severance pay liability nor severance pay fund under Section 14 for such employees is recorded on the Company's balance sheet. With regards to employees in Israel that are not subject to Section 14, the Company's liability for severance pay is calculated pursuant to the Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of the balance sheet date. These employees are entitled to one-month salary for each year of employment or a portion thereof. The Company's liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and an accrual. The value of these deposits is recorded as an asset with other assets on the Company's balance sheet. The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements. Severance expense for the years ended December 31, 2018 and 2017 amounted to approximately $90 and $136, respectively. |
Business combinations | l. Business combinations: The Company accounts for business combinations in accordance with ASC No. 805, "Business Combinations" (“ASC 805"). ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in consolidated statements of income. In addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are to be recognized in consolidated statements of income. |
Revenue recognition | m. Revenue recognition: The Company generates revenues mainly from licensing the rights to use its software products and from providing maintenance, hosting and managed services, support and training. Certain software licenses requires significant customization. The Company sells its products directly to end-users and indirectly through resellers and OEMs (who are considered end users). The Company recognizes revenue under the five-step methodology required under ASC 606, “Revenue from Contracts with Customers”, which requires the Company to identify As of January 1, 2018, the Company adopted the new standard using the modified retrospective transition approach. See also note 2w. The Company’s primary revenue categories, related performance obligations, and associated recognition patterns are as follows: Revenue Recognition for software license fee Revenue Recognition for managed services arrangement The revenue from managed services arrangement is recognized over the time of the service. Revenue Recognition for maintenance Arrangements with multiple performance obligations - |
Research and development expenses | n. Research and development expenses: Research and development costs are charged to the consolidated statements of operation, as incurred. Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in the statement of operation when incurred. |
Income taxes | o. Income taxes: The Company accounts for income taxes and uncertain tax positions in accordance with ASC Topic No. 740, "Income Taxes" ("ASC 740"). ASC 740 prescribes the use of the liability method, according to which deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided to reduce deferred tax assets to the amounts that are more likely-than-not to be realized. ASC No. 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. |
Accounting for share-based compensation | p. Accounting for share-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation-Stock Compensation" ("ASC 718"). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company's consolidated statement of income (loss). The Company recognizes compensation expenses for the value of its awards, based on the straight-line method over the requisite service period of each of the awards. The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair-value method for its stock-option compensation awards and values restricted stock units based on the market value of the underlying shares at the date of grant. The Company estimates the fair value of stock options granted with the following weighted average assumptions for 2017 (there were no options grants in 2018): Year ended December 31, Stock options 2017 Expected volatility (1) 87.7% Risk-free interest (2) 2.435% Dividend yield (3) 0% Expected life (years) (4) 6.25 (1) The computation of expected volatility is based on realized historical share price volatility of the Company's stock. (2) The risk-free interest rate is based on the yield from U.S. Treasury Bonds with an equivalent term; (3) The dividend yield assumption is based on the Company's historical experience and expectation of future dividend payouts. The Company has historically not paid dividends and has no foreseeable plans to pay cash dividends in the future. (4) Expected term of options granted represents the period of time that options granted are expected to be outstanding, and is estimated based on the Company's history. The Company applies ASC No. 505-50, “Equity-Based Payment to Non-Employees” with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the measurement date. Effective as of January 1, 2017, the Company adopted Accounting Standards Update 2016-09, "Compensation-Stock Compensation (Topic 718)" ("ASU 2016-09") on a modified, retrospective basis. ASU 2016-09 permits entities to make an accounting policy election related to how forfeitures will impact the recognition of compensation cost for stock - based compensation: to estimate the total number of awards for which the requisite service period will not be rendered or to account for forfeitures as they occur. Upon adoption of ASU 2016-09, the Company elected to change its accounting policy to account for forfeitures as they occur. The change was applied on a modified, retrospective basis. The impact of the adoption on the Company's was immaterial. |
Fair value of financial instruments | q. Fair value of financial instruments: The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: The carrying amounts of cash and cash equivalents, restricted cash, trade receivables, other accounts receivable, trade payables, long term contingent earn-out liability and accrued liabilities approximate their fair value, due to the maturity of such instruments. The Company applies ASC No. 820, "Fair Value Measurement" ("ASC 820") which clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - quoted prices in active markets for identical assets or liabilities. Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value of the Company’s marketable securities are based on quoted market prices and classified within Level 1. The Company did not hold any marketable securities as of December 31, 2018. The Company’s derivatives instruments are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. |
Concentrations of credit risk | r. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, trade receivables and other account receivable. Cash, cash equivalents and restricted cash are deposited with major banks in Israel, Hong Kong and the United States. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company's investments are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these investments. The Company's customers are located mainly in the United States. The Company performs ongoing credit evaluations of its customers. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. The allowance for doubtful accounts is determined with respect to specific debts that are doubtful of collection according to management estimates. The Company has no off-balance-sheet concentrations of credit risk. |
Basic and diluted net earnings (loss) per share | s. Basic and diluted net earnings (loss) per share: Basic net earnings (loss) per share are computed based on the weighted average number of Ordinary and Preferred shares outstanding during each year. Diluted net earnings (loss) per share is computed based on the weighted average number of Ordinary and Preferred shares outstanding during each year, plus dilutive potential Ordinary shares considered outstanding during the year, in accordance with ASC No.260, "Earnings Per Share". Preferred shares have been included together with the Ordinary shares as a component of both basic and dilutive earnings (loss) per share as these securities participate equally with the Ordinary shares in the profits, losses and liquidation values. No options have been included in the calculation of the diluted net earnings per share due to the Company’s losses during all the years presented. |
Derivatives instruments | t. Derivatives instruments: ASC No. 815, "Derivatives and Hedging"("ASC 815") , as amended, requires the Company to recognize all derivatives on the balance sheet at fair value Changes in the fair value of put option contracts are reflected in the consolidated statements of operations as financial income or expense, when they occur. During 2018, 2017 and 2016, the Company entered into forward, call and put option contracts in the aggregate notional amounts of $2,100 $1,900 and $4,800, respectively, which converted a portion of its floating currency liabilities to a fixed rate basis, thus reducing the impact of exchange rate fluctuations on the Company's cash flow. In 2018, 2017 and 2016, the revaluation income (expenses) from these contracts with respect to the above transactions were $(9), $84 and $6, respectively, and are presented in the statements of operations as financial income (expense), net. As of December 31, 2018, the Company had outstanding call and put option contracts in an insignificant amount. |
Comprehensive income (loss) | u. Comprehensive income (loss): The Company accounts for comprehensive income (loss) in accordance with ASC No. 220, "Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income (loss) generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, shareholders. The Company determined that its items of other comprehensive income (loss) relate to unrealized gains and losses on available for sale marketable securities and changes in foreign currency translation adjustments. |
Treasury shares | v. Treasury shares: Company shares held as treasury shares are recognized at cost, and as a deduction from equity. Any gain or loss arising from a purchase, sale, issuance or cancellation of treasury shares is recognized directly in equity. |
Impact of recently adopted accounting standards | w. Impact of recently adopted accounting standards: On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method for contracts which were not completed as of January 1, 2018. Under the modified retrospective method, the Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit and deferred revenues in the amount of $230. The impact of the ASC 606 adoption on the consolidated statement of operations for the year ended December 31, 2018, was an increase in revenues amounting to $27, resulting in total revenues of $5,861, while under ASC 605 the Company's revenues would have been $5,834. The impact on the loss of operations was also $27. This |
Impact of recently issued accounting standards | x. Impact of recently issued accounting standards: 1. In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842” or “ASC 842”). The standard requires lessees to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840, "Leases". Topic 842 becomes effective for the Company beginning January 1, 2019. The Company has completed its evaluation of the Standard and does not expect a material change in its pattern of leases recognition. 2. In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be prospectively as of the earliest date practicable. The standard is effective on January 1, 2019. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements and footnote disclosures. 3. In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019; early adoption is permitted. The Company does not expect that this new guidance will have a material impact on the Company’s Consolidated Financial Statements. 4. In January 2017, the FASB issued ASU 2017-01 "Business Combinations (Topic 805): Clarifying the Definition of a Business" (ASU 2017-04), which provides a more robust framework to use in determining when a set of assets and activities is a business. Because the current definition of a business is interpreted broadly and can be difficult to apply, stakeholders indicated that analyzing transactions is inefficient and costly and that the definition does not permit the use of reasonable judgment. ASU 2017-04 provides more consistency in applying the guidance, reduces the costs of application, and makes the definition of a business more operable. This update is effective for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the effect that this guidance will have on its consolidated financial statements. 5. In August 2017, the FASB issued ASU No. 2017-12 (Topic 815) Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which expands an entity's ability to hedge financial and nonfinancial risk components and amends how companies assess effectiveness as well as changes the presentation and disclosure requirements. The new standard is to be applied on a modified retrospective basis and is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of adoption on the Consolidated Financial Statements. 4. In August 2017, the FASB issued ASU No. 2017-12 (Topic 815) Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities, which expands an entity's ability to hedge financial and nonfinancial risk components and amends how companies assess effectiveness as well as changes the presentation and disclosure requirements. The new standard is to be applied on a modified retrospective basis and is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of adoption on the Consolidated Financial Statements. |
GENERAL (Tables)
GENERAL (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Financial Results of Discontinued Operations | The summarized results of operations for Vexigo and TABS Brazil Ltd for the years ended December 31, 2016, 2017 and 2018, are as follows: Year ended December 31, *)2018 2017 2016 Revenue $ 794 $ 1,853 $ 6,501 Cost of revenues 1,034 1,453 4,205 Gross profit (loss) (240 ) 400 2,296 Operating expenses 310 1, 896 7,124 Operating loss 550 1, 496 4,828 Financial (expense), 16 130 ( 19 ) Gain on disposal of the discontinued operations 250 - - Loss before taxes on income 284 1,366 4,847 Taxes benefit - - 570 Total net Loss on discontinued operations $ 284 $ 1,366 $ 4,277 *) Represent the results of the discontinued operations until their disposal. The major classes of assets and liabilities that were classified as discontinued operations were: December 31, 2018 2017 Cash and cash equivalents $ 146 $ 163 Restricted cash - 10 Trade receivables 1 827 Other accounts receivable and prepaid expenses - 260 Property and equipment, net 4 41 Total assets of discontinued operations 151 1,301 Trade payables 265 980 Accrued expenses and other liabilities 305 400 Total liabilities of discontinued operations $ 570 $ 1,380 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment, Depreciation Rates | Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows: % Computers and peripheral equipment 33 Office furniture and equipment 3 - 20 (mainly 7) Leasehold improvements Over the shorter of the lease term or useful economic life |
Schedule of Assumptions Used for Stock Options | The Company estimates the fair value of stock options granted with the following weighted average assumptions for 2017 (there were no options grants in 2018): Year ended December 31, Stock options 2017 Expected volatility (1) 87.7 % Risk-free interest (2) 2.435 % Dividend yield (3) 0 % Expected life (years) (4) 6.25 (1) The computation of expected volatility is based on realized historical share price volatility of the Company's stock. (2) The risk-free interest rate is based on the yield from U.S. Treasury Bonds with an equivalent term; (3) The dividend yield assumption is based on the Company's historical experience and expectation of future dividend payouts. The Company has historically not paid dividends and has no foreseeable plans to pay cash dividends in the future. (4) Expected term of options granted represents the period of time that options granted are expected to be outstanding, and is estimated based on the Company's history. |
OTHER ACCOUNTS RECEIVABLE AND_2
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Other Accounts Receivable and Prepaid Expenses | OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31, 2018 2017 Government authorities $ 32 $ 27 Prepaid expenses 27 25 Lease deposits 29 4 Others 13 18 $ 101 $ 74 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, 201 8 201 7 Cost: Computers and peripheral equipment $ 1,048 $ 1,0 37 Office furniture and equipment 190 190 Leasehold improvements 31 28 1,269 1,255 Accumulated depreciation: Computers and peripheral equipment 1,021 962 Office furniture and equipment 172 170 Leasehold improvements 16 16 Accumulated depreciation 1,209 1,148 Depreciated cost $ 60 $ 1 07 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | December 31, 2018 2017 Employees and payroll accruals $ 304 $ 579 Institutions and income tax payable 130 119 Accrued expenses 1,950 1,573 Related parties 10 12 $ 2,394 $ 2,283 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Liabilities and Assets | Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Group's deferred tax liabilities and assets are as follows: December 31, 2018 2017 Deferred tax asset (liability): Tax loss carry-forwards $ 6,681 $ 5,936 Allowances for doubtful accounts and accruals for employee benefits 74 101 Intangible assets 28 38 Depreciation, accruals for interest and other 533 695 Deferred tax asset before valuation allowance 7,316 6,770 Goodwill (791 ) (785 ) Valuation allowance (6,706 ) (6,131 ) Deferred tax liability, net $ (181 ) $ (146 ) |
Schedule of Reconciliation of the Statutory Tax Rate to the Effective Income Tax Rate | A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the statements of operations is as follows: Year ended December 31, 2018 2017 2016 Loss before taxes on income, net, as reported in the statements of operations from continuing operations $ (840 ) $ (411 ) $ ( 881 ) Tax rates 23 % 24 % 25 % Theoretical tax benefit $ (193 ) $ (99 ) $ ( 220 ) Decrease in taxes resulting from: Non– deductible expenses 37 24 57 Loss and timing differences for which no deferred tax was provided 187 50 195 Tax adjustment in respect of different tax rate of subsidiaries 6 12 29 Changes in provision for uncertain tax positions 9 4 2 Taxes on income, net, as reported in the statements of operations $ 46 $ (9 ) $ 63 |
Schedule of Income (Loss) Before Income Tax Domestic and Foreign | Loss before income (expense) taxes is comprised as follows: Year ended December 31, 2018 2017 2016 Domestic $ (803 ) $ (351 ) $ (923 ) Foreign (37 ) (60 ) 42 $ (840 ) $ (411 ) $ ( 881 ) |
Schedule of Components of Income Taxes | Taxes on income are comprised as follows: Year ended December 31, 2018 2017 2016 Current $ 11 $ 11 $ 4 Deferred 35 (20 ) 59 $ 46 $ (9 ) $ 63 Foreign $ 46 $ (12 ) $ 63 Domestic - 3 - $ 46 $ (9 ) $ 63 |
Reconciliation of Total Unrecognized Tax Benefits | As of December 31, 2018, the Company recorded a liability for unrecognized tax benefits of $148. A reconciliation of the opening and closing amounts of unrecognized tax benefits is as follows: 2018 2017 Balance as of beginning of the year $ 139 $ 135 Cumulative translation adjustments and other 9 4 Balance at the end of the year $ 148 $ 139 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND BALANCES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Balances and Transactions | Balances and transactions with related parties were as follows: 1. Balances with related parties: December 31, 2018 2017 Other accounts receivable and prepaid expenses (Note 3) $ - $ 7 Other accounts payable and accrued expenses (Note 5) $ 10 $ 12 Other accounts payable and accrued expenses (Note 5) (*) $ - $ 62 (*) The Company recorded in 2017 a compensation provision for two of the Company's officers who terminated their employment during 2017, were paid in 2018. 2. Transactions with related parties: Year ended December 31, 2018 2017 2016 Revenues derived from a related party $ - $ - $ 14 Amounts charged by related parties: Cost of revenues $ 37 $ 33 $ 36 Operating expenses 148 197 142 $ 185 $ 230 $ 178 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Options Activity | A summary of option activity under the Company's stock option plans to its employees as of December 31, 2018 and changes during the year ended December 31, 2018 are as follows: Number of options Weighted-average exercise price Weighted- average remaining contractual term (in years) Aggregate intrinsic value Outstanding at January 1, 2018 272,047 $ 3.58 5.41 $ - Granted - $ - - $ - Exercised - $ - - $ - Expired and forfeited (117,047 ) $ 1.49 - $ - Outstanding at December 31, 2018 155,000 $ 5.16 8.01 $ - Exercisable at December 31, 2018 11,667 $ 1.38 0.59 $ - |
Schedule of Stock-based Compensation Expenses | The total stock-based compensation expense related to employees' equity-based awards, recognized for the years ended December 31, 2018, 2017 and 2016, was comprised as follows: Year ended December 31, 2018 2017 2016 Cost of revenues $ - $ 4 $ 8 Research and development 1 5 30 Selling and marketing - 5 12 General and administrative 89 (13 ) 155 $ 90 $ 1 $ 205 |
Schedule of Options and Warrants | Issuance date In connection with Number of options granted Options exercisable Exercise price per share Exercisable through April 1, 2015 consultant 26,667 - 2.64 April 2020 |
GENERAL (Narrative) (Details)
GENERAL (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 01, 2015 | |
Business Acquisition [Line Items] | ||||
Accumulated deficit | $ 27,412 | $ 26,472 | ||
Net loss | 1,170 | 1,768 | $ 5,221 | |
Cash flows used in operating activities | (1,598) | $ (384) | $ (233) | |
Working capital deficiency | 376 | |||
Investment | 1,353 | |||
Vexigo Ltd [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of outstanding shares acquired | 100.00% | |||
Consideration for sale of assets | 250 | |||
Still outstanding amount | 38 | |||
Alpha Capital Anstalt [Member] | ||||
Business Acquisition [Line Items] | ||||
Investment in preferred shares | 1,500 | |||
Investment in ordinary shares | $ 188 |
GENERAL (Schedule of Statements
GENERAL (Schedule of Statements of Income and Balance Sheets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Revenue | $ 794 | [1] | $ 1,853 | $ 6,501 |
Cost of revenues | 1,034 | [1] | 1,453 | 4,205 |
Gross profit (loss) | (240) | [1] | 400 | 2,296 |
Operating expenses | 310 | [1] | 1,896 | 7,124 |
Operating loss | 550 | [1] | 1,496 | 4,828 |
Financial income (expense), net | 16 | [1] | 130 | (19) |
Gain on disposal of the discontinued operations | 250 | [1] | ||
Loss before taxes on income | 284 | [1] | 1,366 | 4,847 |
Taxes benefit | [1] | 570 | ||
Total net Loss on discontinued operations | 284 | [1] | 1,366 | $ 4,277 |
Cash and cash equivalents | 146 | 163 | ||
Restricted cash | 10 | |||
Trade receivables | 1 | 827 | ||
Other accounts receivable and prepaid expenses | 260 | |||
Property and equipment, net | 4 | 41 | ||
Total assets of discontinued operations | 151 | 1,301 | ||
Trade payables | 265 | 980 | ||
Accrued expenses and other liabilities | 305 | 400 | ||
Total liabilities of discontinued operations | $ 570 | $ 1,380 | ||
[1] | Represent the results of the discontinued operations until their disposal. |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Marketable securities: | |||
Other-than-temporary impairments recorded | $ 0 | $ 0 | |
Change in net unrealized gains (loss) | (1) | $ 4 | |
Amortized cost of long-lived assets | 151 | 1,301 | |
Goodwill | 3,479 | 3,479 | |
Intangible assets, net | 21 | 42 | |
Severance pay: | |||
Severance expense | $ 90 | 136 | |
Severance pay monthly deposits as a percentage of employees' monthly salary | 8.33% | ||
Revenue recognition | |||
Number of major sources for revenues | item | 2 | ||
Derivatives instruments: | |||
Call and put option contracts | $ 2,100 | 1,900 | 4,800 |
Income (expense) on derivatives | (9) | 84 | 6 |
Value of call and put option contracts | |||
Impact of recently issued accounting standards | |||
Accumulated deficit | (27,412) | (26,472) | |
Revenues | 5,861 | 6,773 | 7,551 |
Loss of operations | (823) | (425) | (883) |
Net loss | 1,170 | 1,768 | 5,221 |
Cash flows from operations | 1,598 | $ 384 | $ 233 |
Working capital deficiency | 376 | ||
Accounting Standards Update 606 [Member] | |||
Impact of recently issued accounting standards | |||
Accumulated deficit | 230 | ||
Deferred revenues | 230 | ||
Revenues | 5,861 | ||
Loss of operations | 27 | ||
Accounting Standards Update 606 [Member] | Impact of adoption [Member] | |||
Impact of recently issued accounting standards | |||
Revenues | 27 | ||
Accounting Standards Update 605 [Member] | |||
Impact of recently issued accounting standards | |||
Revenues | $ 5,834 | ||
Enterprise [Member] | |||
Marketable securities: | |||
Projected cash flows, period | 5 years | 5 years | |
Discount rate | 19.00% | 19.00% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Property and equipment) (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computers and Peripheral Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation rates in % | 33.00% |
Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation rates in % | 7.00% |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation rates in % | 3.00% |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation rates in % | 20.00% |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Assumptions Used to Value Stock Options) (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
The fair value for options granted is estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: | |||
Expected volatility | [1] | 87.70% | |
Risk-free interest | [2] | 2.435% | |
Dividend yield | [3] | 0.00% | |
Expected life (years) | [4] | 6 years 2 months 30 days | |
[1] | The computation of expected volatility is based on realized historical share price volatility of the Company's stock. | ||
[2] | The risk-free interest rate is based on the yield from U.S. Treasury Bonds with an equivalent term; | ||
[3] | The dividend yield assumption is based on the Company's historical experience and expectation of future dividend payouts. The Company has historically not paid dividends and has no foreseeable plans to pay cash dividends in the future. | ||
[4] | Expected term of options granted represents the period of time that options granted are expected to be outstanding, and is estimated based on the Company's history. |
OTHER ACCOUNTS RECEIVABLE AND_3
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Government authorities | $ 32 | $ 27 |
Prepaid expenses | 27 | 25 |
Lease deposits | 29 | 4 |
Others | 13 | 18 |
Total | $ 101 | $ 74 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Cost | $ 1,269 | $ 1,255 | |
Accumulated depreciation | 1,209 | 1,148 | |
Depreciated cost | 60 | 107 | |
Depreciation expense | 61 | 77 | $ 68 |
Computers and Peripheral Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 1,048 | 1,037 | |
Accumulated depreciation | 1,021 | 962 | |
Office Furniture and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 190 | 190 | |
Accumulated depreciation | 172 | 170 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 31 | 28 | |
Accumulated depreciation | $ 16 | $ 16 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Employees and payroll accruals | $ 304 | $ 579 |
Institutions and income tax payable | 130 | 119 |
Accrued expenses | 1,950 | 1,573 |
Related parties | 10 | 12 |
Total | $ 2,394 | $ 2,283 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Lease Commitments) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Future minimum lease commitments under non-cancelable operating leases are as follows: | |
Operating lease expense | $ 25 |
COMMITMENTS AND CONTINGENT LI_3
COMMITMENTS AND CONTINGENT LIABILITIES (Royalty Commitments) (Details) - Royalty Commitment with the Office of the Chief Scientist [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Contingent royalty liabilities | $ 8,289 | ||
Royalty [Member] | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Royalties included in cost of revenue | $ 66 | $ 92 | $ 112 |
Minimum [Member] | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Royalty percentage | 3.00% | ||
Total royalties as a percent of grants received | 100.00% | ||
Maximum [Member] | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Royalty percentage | 5.00% | ||
Total royalties as a percent of grants received | 150.00% |
COMMITMENTS AND CONTINGENT LI_4
COMMITMENTS AND CONTINGENT LIABILITIES (Claims and Demands and Guarantees) (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Aug. 31, 2007 | Dec. 31, 2018 | Apr. 30, 2000 | |
Guarantees: | |||
Bank guarantee | $ 56 | ||
Claims Related to Discontinued Operations [Member] | |||
Loss Contingencies [Line Items] | |||
Maximum loss due to litigation | $ 163 | ||
Threatened Litigation [Member] | |||
Loss Contingencies [Line Items] | |||
Maximum loss due to litigation | $ 54 | ||
Litigation loss | $ (43) | ||
Interest rate on litigation demand | 1.00% |
TAXES ON INCOME (Narrative) (De
TAXES ON INCOME (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Liability for unrecognized tax benefits | $ 148 | $ 139 | $ 135 |
Revenues | $ 5,861 | $ 6,773 | $ 7,551 |
Tax rates | 23.00% | 24.00% | 25.00% |
Development Zone A [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax rates | 7.50% | ||
Domestic Country [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Available carryforward tax losses | $ 28,000 | ||
Capital loss carryforwards | 473 | ||
Foreign Country [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Available carryforward tax losses | 580 | ||
Vexigo [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Available carryforward tax losses | $ 630 | ||
Internal Revenue Service (IRS) [Member] | Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward expiration date | Dec. 31, 2021 | ||
Internal Revenue Service (IRS) [Member] | Latest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward expiration date | Dec. 31, 2028 | ||
Technological preferred enterprise [Member] | Subsidiaries [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Revenues | $ 10,000,000,000 | ||
Tax rates | 12.00% |
TAXES ON INCOME (Schedule of De
TAXES ON INCOME (Schedule of Deferred Income Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Tax loss carry-forwards | $ 6,681 | $ 5,936 |
Allowances for doubtful accounts and accruals for employee benefits | 74 | 101 |
Intangible assets | 28 | 38 |
Depreciation, accruals for interest and other | 533 | 695 |
Deferred tax asset before valuation allowance | 7,316 | 6,770 |
Goodwill | (791) | (785) |
Valuation allowance | (6,706) | (6,131) |
Deferred tax liability, net | $ (181) | $ (146) |
TAXES ON INCOME (Reconciliation
TAXES ON INCOME (Reconciliation of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Loss before taxes on income, net, as reported in the statements of operations from continuing operations | $ (840) | $ (411) | $ (881) |
Tax rates | 23.00% | 24.00% | 25.00% |
Theoretical tax benefit | $ (193) | $ (99) | $ (220) |
Non - deductible expenses | 37 | 24 | 57 |
Loss and timing differences for which no deferred tax was provided | 187 | 50 | 195 |
Tax adjustment in respect of different tax rate of subsidiaries | 6 | 12 | 29 |
Changes in provision for uncertain tax positions | 9 | 4 | 2 |
Taxes on income, net, as reported in the statements of operations | $ 46 | $ (9) | $ 63 |
TAXES ON INCOME (Schedule of In
TAXES ON INCOME (Schedule of Income (Loss) Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income (loss) before income taxes is comprised as follows: | |||
Domestic | $ (803) | $ (351) | $ (923) |
Foreign | (37) | (60) | 42 |
Loss before taxes on income | $ (840) | $ (411) | $ (881) |
TAXES ON INCOME (Schedule of Ta
TAXES ON INCOME (Schedule of Taxes on Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 11 | $ 11 | $ 4 |
Deferred | 35 | (20) | 59 |
Taxes on income, net, as reported in the statements of operations | 46 | (9) | 63 |
Foreign | 46 | (12) | 63 |
Domestic | $ 3 |
TAXES ON INCOME (Reconciliati_2
TAXES ON INCOME (Reconciliation of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Balance as of beginning of the year | $ 139 | $ 135 |
Cumulative translation adjustments and other | 9 | 4 |
Balance at the end of the year | $ 148 | $ 139 |
RELATED PARTY TRANSACTIONS AN_3
RELATED PARTY TRANSACTIONS AND BALANCES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Expenses from related party transactions | $ 185 | $ 230 | $ 178 | ||
Lease expense | 25 | ||||
Revenues derived from a related party | 14 | ||||
C. Mer Industries Ltd. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses from related party transactions | 12 | $ 11 | $ 11 | ||
Revenues derived from a related party | $ 0 | 0 | 14 | ||
Mr. Roger Challen [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership interest | 9.48% | ||||
Lease expense | $ 56 | 56 | 56 | ||
Data Distributors Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Expenses from related party transactions | $ 10 | $ 2 | $ 9 |
RELATED PARTY TRANSACTIONS AN_4
RELATED PARTY TRANSACTIONS AND BALANCES (Schedules of Balances and Transactions with Related Parties) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Balances with related parties: | ||||
Other accounts receivable and prepaid expenses (Note 3) | $ 7 | |||
Other accounts payable and accrued expenses (Note 5) | 10 | 12 | ||
Other accounts payable and accrued expenses (Note 5) | [1] | 62 | ||
Transactions with related parties: | ||||
Revenues derived from a related party | $ 14 | |||
Amounts charged by related parties: | ||||
Cost of revenues | 37 | 33 | 36 | |
Operating expenses | 148 | 197 | 142 | |
Total amounts charged by related parties | $ 185 | $ 230 | $ 178 | |
[1] | The Company recorded in 2017 a compensation provision for two of the Company's officers who terminated their employment during 2017, and were paid in 2018. |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) $ / shares in Units, $ in Thousands | Oct. 01, 2018 | Oct. 01, 2017$ / sharesshares | Sep. 06, 2017₪ / sharesshares | Aug. 14, 2017USD ($)shares | Oct. 31, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Aug. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017shares | Aug. 31, 2016shares | May 16, 2016USD ($)shares | Aug. 31, 2013shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2011shares | Sep. 28, 2017$ / shares | Apr. 30, 2016shares | Dec. 31, 2006shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Exercisable term | 5 years | |||||||||||||||||
Vesting term | 4 years | |||||||||||||||||
Ordinary shares available for future option grants | 429,951 | |||||||||||||||||
Number of shares issued under private placement | 200,803 | 216,158 | ||||||||||||||||
Value of shares issued under private placement | $ | $ 400 | $ 700 | $ 188 | $ 400 | $ 700 | |||||||||||||
Reverse split | one-for-three | |||||||||||||||||
Weighted average grant-date fair value of options granted | $ / shares | $ 1.67 | $ 2.75 | ||||||||||||||||
Total compensation cost related to options granted | $ | 90 | $ 1 | $ 205 | |||||||||||||||
Total unrecognized compensation cost related to non-vested share-based compensation arrangements | $ | $ 153 | |||||||||||||||||
Preferred Shares [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Share purchase price | $ / shares | $ 1.14 | |||||||||||||||||
Conversion ratio | 1 | |||||||||||||||||
Beneficial ownership limitation | 9.99% | |||||||||||||||||
Alpha Capital Anstalt [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of shares issued under private placement | 175,439 | |||||||||||||||||
Value of shares issued under private placement | $ | $ 188 | |||||||||||||||||
Alpha Capital Anstalt [Member] | Convertible preferred shares [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of shares issued under private placement | 1,315,789 | |||||||||||||||||
Value of shares issued under private placement | $ | $ 1,353 | |||||||||||||||||
Options to non-employees [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.64 | |||||||||||||||||
Options granted | 26,667 | |||||||||||||||||
Exercise of stock options, shares | ||||||||||||||||||
Total stock-based compensation expense | $ | $ 18 | |||||||||||||||||
2003 Plan [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of ordinary shares authorized for issuance | 482,319 | 315,652 | 26,667 | |||||||||||||||
Ordinary shares available for future option grants | 148,986 | |||||||||||||||||
Additional number of shares authorized for issuance | 166,667 | 166,666 | ||||||||||||||||
2006 Plan [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of ordinary shares authorized for issuance | 183,333 | 66,667 | ||||||||||||||||
Number of Ordinary shares with respect to which options may be granted thereunder to any eligible employee | 50,000 | |||||||||||||||||
Additional number of shares authorized for issuance | 50,000 | 66,666 | ||||||||||||||||
1996 Plan [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Number of ordinary shares authorized for issuance | 250,000 | |||||||||||||||||
2003 Israeli Share Option Plan [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Options granted | 116,667 | |||||||||||||||||
Vesting term | 4 years | |||||||||||||||||
Vesting percentage | 25.00% | 12.50% | ||||||||||||||||
Expiration date of options | Oct. 1, 2027 | |||||||||||||||||
Exercise price per share | $ / shares | $ 4.5 | $ 2.16 | ||||||||||||||||
Percentage of current shareholders | 50.00% | |||||||||||||||||
Percentage of unvested options | 50.00% | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Nominal value per share | ₪ / shares | ₪ 0.01 | |||||||||||||||||
Number of outstanding ordinary shares | 3,118,884 | |||||||||||||||||
Minimum [Member] | Preferred Shares [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Conversion price | $ / shares | $ 0.10 | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Nominal value per share | ₪ / shares | ₪ 0.03 | |||||||||||||||||
Number of outstanding ordinary shares | 9,356,652 | |||||||||||||||||
Vexigo Ltd [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Amount of debt converted into shares | $ | $ 1,220 | |||||||||||||||||
Amount of debt converted into shares to warrants, shares | 400,000 | |||||||||||||||||
Warrant exercise price | $ / shares | $ 3 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Value of shares issued under private placement | $ | $ 400 | |||||||||||||||||
Exercise of stock options, shares | 20,767 |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - Employee Stock Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of options | ||
Outstanding at January 1, 2018 | 272,047 | |
Granted | ||
Exercised | ||
Expired and forfeited | (117,047) | |
Outstanding at December 31, 2018 | 155,000 | 272,047 |
Exercisable at December 31, 2018 | 11,667 | |
Weighted-average exercise price | ||
Outstanding at January 1, 2018 | $ 3.58 | |
Granted | ||
Exercised | ||
Expired and forfeited | 1.49 | |
Outstanding at December 31, 2018 | 5.16 | $ 3.58 |
Exercisable at December 31, 2018 | $ 1.38 | |
Weighted- average remaining contractual term (in years) | ||
Granted | ||
Exercised | ||
Outstanding at December 31, 2018 | 8 months 4 days | 5 years 4 months 28 days |
Exercisable at December 31, 2018 | 7 months 2 days | |
Aggregate intrinsic value | ||
Outstanding at December 31, 2018 | ||
Exercisable at December 31, 2018 |
SHAREHOLDERS' EQUITY (Schedul_2
SHAREHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 90 | $ 1 | $ 205 |
Cost of Revenues [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 4 | 8 | |
Research and Development Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 1 | 5 | 30 |
Selling and Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 5 | 12 | |
General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 89 | $ (13) | $ 155 |
SHAREHOLDERS' EQUITY (Schedul_3
SHAREHOLDERS' EQUITY (Schedule of Options and Warrants) (Details) - Options to non-employees [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Issuance date | Apr. 1, 2015 |
Number of options granted | 26,667 |
Exercised | |
Exercise price per share | $ / shares | $ 2.64 |
Exercisable through | Apr. 30, 2020 |
SUBSEQUENT EVENT (Narrative) (D
SUBSEQUENT EVENT (Narrative) (Details) - USD ($) $ in Thousands | Aug. 14, 2017 | Mar. 31, 2019 | May 16, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Shares issued | 200,803 | 216,158 | ||||
Shares issued, value | $ 400 | $ 700 | $ 188 | $ 400 | $ 700 | |
Subsequent Event [Member] | Convertible preferred shares [Member] | ||||||
Shares issued | 109,649 | |||||
Shares issued, value | $ 125 |