Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2016shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Ability Inc. |
Entity Central Index Key | 1,652,866 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2016 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,016 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Trading Symbol | ABIL |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 25,756,142 |
Consolidated Statements of Bala
Consolidated Statements of Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents (VIE - $764 thousand as of December 31, 2015) | $ 11,840 | $ 25,829 |
Restricted deposits | 1,758 | 325 |
Restricted deposit for put option | 12,028 | |
Accounts receivable (VIE - $593 thousand as of December 31, 2015) | 3,173 | 3,804 |
Inventory | 481 | 1,476 |
Accumulated costs with respect to projects in excess of progress payments | 151 | |
Due from Controlling Shareholders | 196 | 574 |
Income tax receivable | 267 | |
Other current assets (VIE - $137 thousand as of December 31, 2015) | 353 | 1,812 |
Total Current Assets | 30,247 | 33,820 |
NON-CURRENT ASSETS: | ||
Other assets | 112 | |
Restricted deposit for put option | 11,900 | |
Property and equipment, net | 1,588 | 757 |
Total Non-Current Assets | 1,588 | 12,769 |
Total Assets | 31,835 | 46,589 |
CURRENT LIABILITIES: | ||
Accrued payroll and other compensation related accruals | 270 | 60 |
Trade accounts payable, accrued expenses and other accounts payable | 4,952 | 1,844 |
Put options liability | 11,900 | |
Income tax payable | 32 | (119) |
Accrued expenses and accounts payable with respect to Projects (VIE - $588 thousand as of December 31, 2015) | 4,734 | 314 |
Due to related company | 600 | |
Progress payments in excess of accumulated costs with respect to Projects | 690 | |
Total Current Liabilities | 21,888 | 16,552 |
NON-CURRENT LIABILITIES: | ||
Other accounts payable | 112 | |
Put option liability | 11,900 | |
Accrued severance pay | 245 | 270 |
Total Non-Current Liabilities | 245 | 12,282 |
Total Liabilities | 22,133 | 28,834 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY | ||
Preferred shares $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2016 and 2015 | ||
Ordinary shares $0.0001 par value, 200,000,000 shares authorized, 25,756,142 and 25,276,142 shares issued and outstanding at December 31, 2016 and 2015, respectively | 3 | 3 |
Additional paid in capital | 18,560 | 18,560 |
Accumulate deficit (VIE - $906 thousand as of December 31, 2015) | (8,861) | (808) |
Total Shareholders' Equity | 9,702 | 17,755 |
Total Liabilities and Shareholders' Equity | $ 31,835 | $ 46,589 |
Consolidated Statements of Bal3
Consolidated Statements of Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Cash and cash equivalents (VIE) | $ 764 | |
Accounts receivable (VIE) | 593 | |
Other current assets (VIE) | 137 | |
Accrued expenses and accounts payable (VIE) | 588 | |
Accumulate deficit (VIE) | $ 906 | |
Preferred shares, par value per share | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 5,000,000 | 5,000,000 |
Preferred shares, outstanding | 0 | 0 |
Preferred shares, issued | 0 | 0 |
Ordinary shares, par value per share | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 25,756,142 | 25,276,142 |
Ordinary shares, shares outstanding | 25,756,142 | 25,276,142 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Comprehensive Income (Loss) [Abstract] | |||
Revenues | $ 16,508 | $ (690) | $ 315 |
Cost of revenues | 8,617 | (686) | 330 |
Gross profit | 7,891 | (4) | (15) |
Sales and marketing expenses | 5,323 | 677 | |
General and administrative expenses | 9,662 | ||
Operating income (loss) | (7,094) | (681) | (15) |
Finance expenses (income), net | (127) | ||
Income (loss) before income tax | (6,967) | (681) | (15) |
Income tax expenses | 1,086 | (170) | (4) |
Net and comprehensive income (loss) | $ (8,053) | $ (511) | $ (11) |
Earnings (loss) per ordinary basic and diluted (U.S. dollar) | $ (0.33) | $ 0.60 | $ 0.13 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred shares | Ordinary Shares | Additional paid in capital | Retained earnings (accumulated deficit) | ||
Balance at Dec. 31, 2013 | $ (1,397) | $ 3 | $ 32 | $ (1,432) | |||
Balance, shares at Dec. 31, 2013 | 25,276,142 | ||||||
Net and comprehensive income | (11) | 3,122 | |||||
Balance at Dec. 31, 2014 | 1,725 | $ 3 | 32 | 1,690 | |||
Balance, shares at Dec. 31, 2014 | 25,276,142 | ||||||
Recapitalization of Cambridge accumulated deficit and issuance of ordinary shares as part of the Reverse Merger | 18,528 | 18,528 | |||||
Dividends | (17,251) | (17,251) | |||||
Net and comprehensive income | (511) | 14,753 | |||||
Balance at Dec. 31, 2015 | 17,755 | $ 3 | 18,560 | (808) | |||
Balance, shares at Dec. 31, 2015 | 25,276,142 | ||||||
Issuance of shares as part of the Reverse Merger | [1] | [1] | |||||
Issuance of shares as part of the Reverse Merger, shares | 480,000 | ||||||
Net and comprehensive income | (8,053) | (8,053) | |||||
Balance at Dec. 31, 2016 | $ 9,702 | $ 3 | $ 18,560 | $ (8,861) | |||
Balance, shares at Dec. 31, 2016 | 25,756,142 | ||||||
[1] | Less than $0.5 thousand |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (8,053) | $ (511) | $ (11) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation | 149 | 132 | 128 |
Amortization | 193 | ||
Impairment of inventory | 201 | ||
Impairment of property and equipment | 114 | ||
Capital (gain) loss | (10) | 18 | 7 |
Changes in operating assets and liabilities: | |||
Restricted deposits | (1,433) | 162 | 259 |
Accounts receivable | 631 | (3,756) | 161 |
Inventory | (311) | (799) | (247) |
Deferred tax | (423) | 938 | |
Other current assets | 1,459 | (1,180) | (140) |
Restricted deposit for put option | (128) | ||
Accrued payroll and other compensation related accruals | 210 | (291) | 294 |
Trade accounts payable, accrued expenses and other accounts payable | 3,108 | 1,030 | (30) |
Income tax payable | (2,674) | 2,426 | 104 |
Accrued expenses and accounts payable with respect to Projects | (2,233) | 2,618 | 3,407 |
Due to related company | (600) | 600 | |
Progress payments in excess of accumulated costs with respect to Projects (accumulated costs with respect to projects in excess of progress payments) | (1,170) | (5,304) | 4,916 |
Accrued severance pay | (25) | 171 | (32) |
Total Adjustments | (2,519) | (4,596) | 9,765 |
Net cash provided by (used in) operating activities | (10,572) | 10,157 | 12,887 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (182) | (353) | (277) |
Proceeds from sale of property and equipment | 10 | 158 | 159 |
Loans repaid by (granted to) related company, net | 709 | (500) | |
Net cash provided by (used in) investing activities | (172) | 514 | (618) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from the Reverse Merger, net of transaction costs | 18,995 | ||
Dividends paid | (14,951) | (817) | |
Due from / to controlling shareholders, net | 378 | (595) | 6 |
Withholding tax paid by the Company on behalf of the Controlling Shareholders' with respect to dividend distributed | (4,393) | (125) | |
Withholding tax paid by the Controlling Shareholders' to the company with respect to dividend distributed, to be paid by the company to the Israeli tax authorities | 770 | ||
Net cash provided by (used in) financing activities | (3,245) | 3,449 | (936) |
Net Change In Cash | (13,989) | 14,120 | 11,333 |
CASH AT BEGINNING OF THE YEAR | 25,829 | 11,709 | 376 |
CASH AT END OF THE YEAR | 11,840 | 25,829 | 11,709 |
Cash paid: | |||
Interest and banks' charges | 36 | 40 | 30 |
Income tax | $ 3,758 | $ 568 | $ 338 |
Organization and Business Opera
Organization and Business Operation | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Business Operation [Abstract] | |
ORGANIZATION AND BUSINESS OPERATION | NOTE 1 - ORGANIZATION AND BUSINESS OPERATION: a. General - Ability Inc. (“Inc”) was incorporated under the laws of the Cayman Islands on September 1, 2015, originally as Cambridge Holdco Corp., an exempted company. Inc was formed as a wholly-owned subsidiary of Cambridge Capital Acquisition Corporation (“Cambridge”), a special purpose acquisition corporation, incorporated under the laws of Delaware on October 1, 2013. Cambridge closed its initial public offering and a simultaneous private placement on December 23, 2013. On December 23, 2015, upon a merger of Cambridge into Inc, with Inc surviving the merger and becoming the public entity, Inc consummated a business combination whereby it acquired Ability Computer & Software Industries, Ltd., an Israeli company (the “Company”), by way of a share exchange (the “Reverse Merger”), following which the Company became Inc’s wholly-owned subsidiary. Upon the closing of the Reverse Merger, Inc’s ordinary shares and warrants began trading on the NASDAQ Capital Market under the symbols “ABIL” and “ABILW”, respectively. Inc’s warrants were delisted on April 18, 2016 and since such date have traded on the “Pink Sheets” under the symbol “ABIWF”. On January 12, 2016 its ordinary shares were listed for trading on the Tel Aviv Stock Exchange. Inc, the Company and Ability Security Systems Ltd. (“ASM”) are jointly defined as the “Group”. b. The Reverse Merger - 1. The Company’s shareholders prior to the closing of the Reverse Merger, Anatoly Hurgin and Alexander Aurovsky, (the “Controlling Shareholders”) received in the Reverse Merger: 16,213,268 ordinary shares of Inc (reflecting approximately 63% of Inc’s issued and outstanding ordinary shares immediately following the Reverse Merger); $18.1 million in cash and an additional number of ordinary shares of Inc to be issued upon and subject to the Company achieving certain net income targets following the share exchange, as described below (the “Net Income Shares”), as consideration for their shares of the Company. Furthermore, of the ordinary shares received, each of the Controlling Shareholders have the right, on one occasion during the 60 day period following the second anniversary of the closing of the Reverse Merger, to put to Inc all or part of his pro rata portion of 1,173,267 ordinary shares that he received in the share exchange for an amount in cash equal to (1) (x) the number of shares being put multiplied by (y) $10.10 per share plus (2) his pro rata portion of interest, if any, on $11.9 million deposited into an escrow account by Inc to fund the payment of the purchase price for the put option if it is exercised. 2. Migdal Underwriting and Business Initiatives Ltd. (“Migdal”) received in the Reverse Merger: 480,000 ordinary shares of Inc; $1.2 million in cash and up to 253,500 Net Income Shares, all in consideration for services provided by them with respect to the Reverse Merger. 3. Inc acquired from the sole shareholder of ASM, Eyal Tzur, (the “ASM Former Shareholder”) 16% of the shares of ASM, a variable interest entity with the Company as its primary beneficiary, for $0.9 million in cash and a put option to sell his remaining holdings to Inc in exchange for 480,000 of Inc’s ordinary shares and up to 253,500 Net Income Shares. The put option was exercised in January 2016. 4. The Company’s transaction costs with respect to the Reverse Merger were $6.3 million and include Migdal’s service fees ($1.2 million in cash and ordinary shares valued at $4.3 million as detailed above) and other consulting expenses (the “Transaction Costs”). 5. The Controlling Shareholders, Migdal and ASM Former Shareholder will be entitled to receive Net Income Shares based on the Company’s achievement of specified net income targets in the fiscal years 2015 to 2018 as set out below: Number of Inc’s ordinary shares Fiscal year Net Income Controlling Shareholders Migdal ASM Former Shareholder Total 2015 $ 27,000,000 3,384,000 108,000 108,000 3,600,000 2016 $ 40,000,000 1,739,000 55,500 55,500 1,850,000 2017 $ 60,000,000 1,880,000 60,000 60,000 2,000,000 2018 $ 80,000,000 940,000 30,000 30,000 1,000,000 In the event that the Group fail to satisfy the net income target for any fiscal year but net income for such fiscal year is ninety percent (90%) or more of the net income target for such fiscal year, then Inc is required to issue to the Controlling Shareholders, Migdal and ASM Former Shareholder, the pro rata portion of Net Income Shares relating to the percentage achieved. The Group net income targets for 2016 and 2015 were not achieved. 6. The remaining funds in the restricted trust account of Cambridge amounted to $81.3 million of which: $21.6 million was paid to the holders of 2,136,751 ordinary shares of Cambridge who elected to convert their shares into cash upon consummation of the Reverse Merger; $18.1 million and $11.9 million were paid to the Controlling Shareholders and deposited in an escrow account to secure their put option, respectively; $0.9 million was paid to ASM Former Shareholder; $7.8 million was used to pay outstanding accounts payable and accrued expenses of Cambridge; $2 million was used to pay for the Company’s Transaction Costs. The balance of $19 million was released to the Company. c. Business operations – The Group provides advanced interception, geolocation, monitoring and cyber intelligence tools to serve the needs and increasing challenges of security and intelligence agencies, military forces, law enforcement and homeland security agencies worldwide. d. Regulatory matters – The Israeli Control Order Regarding the Engagement in Encryption Items - 1998 regulated under the Encryptions Export Control Department in the Israeli Ministry of Defense (“IMOD”) controls development, import, export, and sale of all encrypted items (the “Decryption Regime”). The Israeli Defense Export Control Law - 2007 (the “2007 Law”) regulated under DECA (the Defense Export Control Agency in IMOD) regulates the marketing and export of defense equipment, transfer of defense know-how and the provision of defense services, taking into account national security considerations, foreign relations considerations, international obligations and other interests of the State of Israel. ASM, a wholly owned subsidiary of Inc, is an Israeli company registered with DECA as a certified exporter for the marketing and export of “controlled” products of Israeli origin, or products that are exported from Israel. However, for the most part, the Group’s products are manufactured outside of Israel and therefore are not subject to the general provisions of the 2007 Law. Thus, the Company strives that components of the Company’s systems (that otherwise would be subject to DECA control) are sent to the customers directly by the foreign suppliers of such components, which are located outside of Israel, and are installed or integrated there by the Company or others under its responsibility. The Group’s interception systems that contain decryption capabilities may be subject to the Decryption Regime and therefore have obtained necessary licenses thereunder. e. ASM - The Company and the ASM Former Shareholder were parties to a long-term agreement (the “JV Agreement”) pursuant to which the Company contributed substantial business efforts while ASM was responsible mainly for the regulatory aspects of pursuing business opportunities in the field of DECA controlled products. The JV Agreement could be terminated and/or the activities could be transferred to the Company’s full ownership at any time, subject to the Company’s exclusive discretion. The Company and the Controlling Shareholders were significantly involved in the redesign of ASM’s operations, in such manner that in essence, the operations are conducted only in favor of the Company (ASM has no other activities other than on behalf of the Company). Moreover, according to the JV Agreement, ASM is required to negotiate and determine any project terms and sign contracts with the clients - all with full transparency, coordination and advance consent from the Company, as applicable. Upon the closing of the Reverse Merger, the JV agreement was terminated while maintaining its terms for the existing projects. As mentioned above, in January 2016, ASM Former Shareholder exercised his put option, resulting in ASM becoming a wholly-owned subsidiary of Inc. The Company had the power to govern ASM’s operations through the provision requiring its consent of any new client which ASM wishes to accept. The Company is entitled to all but 3% commission (the return that ASM Former Shareholder is entitled to as a service provider) of ASM’s net results which are transferred to the Company, and is fully responsible for indemnifying ASM for any losses incurred as part of their joint operations (ASM Former Shareholder does not have any obligation to absorb ASM’s losses) or any negative consequences with respect to the performance of a project. When the activities of ASM commenced (following conclusion of the JV agreement) it did not have equity at risk (no equity and no subordinated loans). All the equity that ASM has achieved is based on transactions involving the Company. There are no restrictions on ASM’s assets. Any required financial guarantees are provided by the Company. Given the Company’s exposure and rights to the outcome of ASM’s operations, among other factors described above, the Company concluded that ASM is a Variable Interest Entity (“VIE”) prior to the time the ASM Former Shareholder exercised his put option and that the Company is its primary beneficiary. Therefore, the consolidated financial statements as of December 31, 2015 include the financial information of all three entities (Inc, the Company and ASM). f. Business Challenge - The Group has an accumulated deficit of $8,861 thousand and has cash and cash equivalents of $11,840 thousand as of December 31, 2016 and recorded a net loss of $8,053 thousand for the year ended December 31, 2016 which along with other matters, raises substantial doubt about its ability to continue as a going concern. The net loss for the year ended December 31, 2016 includes significant legal and professional expenses such as fees in connection with the internal investigation conducted by the Group’s audit committee and settlement and related legal expenses incurred in connection with one of the legal proceedings. Management is investing significant marketing efforts in order to generate additional revenue and simultaneously is continuing to decrease its expenses, primarily its legal and professional services fees in order to regain profitability. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: a. Basis of presentation: The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include all adjustments necessary for the fair presentation of the Group’s financial position, results of operations, changes in shareholders’ equity (deficit) and cash flows for the periods presented. The Reverse Merger is accounted for as a reverse merger whereby Inc is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the Company comprising the ongoing operations of the combined company, the Company’s senior management comprising the senior management of the combined company, and that the former shareholders of the Company are the controlling shareholders of Inc after the Reverse Merger. The Reverse Merger is considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Reverse Merger is treated as the equivalent of the Company issuing shares for the net assets of Inc, accompanied by a recapitalization. The net assets of Inc are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Merger are those of the Company, and therefore the historical consolidated financial statements presented are the consolidated financial statements of the Company and the ordinary shares and the corresponding capital amounts pre-merger have been retroactively restated as ordinary shares reflecting the exchange ratio in the merger. b. Principles of consolidation: The consolidated financial statements include the accounts of Inc, the Company and ASM. All intercompany accounts and transactions have been eliminated in the consolidation. c. Use of estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. d. Foreign currency: The currency of the primary economic environment in which the operations of the Group is conducted is the U.S. dollar (“Dollar” or “$”); thus, the Dollar is the functional currency of the Group. Therefore, the Group’s transactions and balances denominated in Dollars are presented at their original amounts, while non-Dollar transactions and balances have been re-measured to Dollars and the relating gains and losses are reflected in the statements of comprehensive income (loss) as finance income or expenses, as appropriate. All amounts are presented in Dollars, unless otherwise indicated, rounded to the nearest thousands. e. Revenue recognition: The Group generates revenues from sales of products, which include hardware, software, connection to supportive infrastructure, integration services, training and warranty, as well as revenues from Software as a Service (“SaaS”). The Group sells its products (the “Products”) and provides services (the “Services”) directly to end users and resellers and also participates as a subcontractor of prime contractors in joint projects and as a prime contractor in projects with resellers (the “Projects”). e. Revenue recognition (cont.): When a sale arrangement contains multiple elements, the Group allocates revenues to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third party evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE nor TPE is available. The Group establishes VSOE of selling price using the price charged for a deliverable when sold separately. When VSOE cannot be established, the Group attempts to establish selling price of each element based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Group’s go-to-market strategy typically differs from that of its peers and its offerings contains a significant differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Group is unable to reliably determine what similar competitor products’ selling prices are on a standalone basis. Therefore, the Group is typically not able to determine TPE. The best ESP is established considering several external and internal factors including, but not limited to, historical sales, pricing practices and geographies in which the Group offers its products. The determination of ESP is based on applying significant judgment to weigh such factors. Products and Services: Revenues from sales of Products are recognized when the Group has delivered the Products to the customer and received final acceptance, the revenue can be reliably measured and collectability of the receivables is reasonably assured. Revenues from sales of Services are recognized ratably in the period in which the services are rendered (connection to supportive infrastructure is generally over one year). The Group provides a one year warranty for the majority of its Products. Based on the Group’s experience, the provision is deminimis. Projects: Revenues from Projects are recognized using the completed-contract method to determine the appropriate amount in a given period, as the Group is unable to produce reasonably dependable estimates due to involvement of many subcontractors and lack of transparency of prime contractors’ progress. Under the completed-contract method, costs are accumulated on the balance sheet until the contract is completed or substantially completed. Similarly, amounts billed to customers are also deferred until the contract is completed or substantially completed. To the extent that the amount of accumulated costs exceeds the amount of advance (or progress) payments received or billed by the Group, the excess should be reflected on the balance sheet as a current asset, separated from inventory. To the extent that the amount of advance (or progress) payments received or billed by the Group exceeds the amount of accumulated costs, the excess is reflected as a liability on the balance sheet. In instances where revenues are derived from sales of third-party vendors’ products or services, revenues are recognized on a gross basis and the related costs are recognized within cost of revenues when the Company has the following indicators for gross reporting: it is the primary obligor of the sales arrangements, it is subject to inventory risks of physical loss, has latitude in establishing prices, has discretion in suppliers’ selection and assumes credit risks on receivables from customers. SaaS Revenues: Our SaaS multiple-element arrangements are typically comprised of subscription and support fees from customers accessing our software and set-up fees. We do not provide the customer the contractual right to take possession of the software at any time during the hosting period under these arrangements. We recognize revenue for subscription and support services over the contract period originating when the subscription service is made available to the customer and the contractual hosting period has commenced. Usage based fees: Revenues are recognized in the period in which subscribers use the related services. f. Advertising costs: Advertising costs are expensed as incurred. In 2016, 2015 and 2014, advertising expenses were $24 thousand, $26 thousand and $7 thousand, respectively. g. Related parties: Related parties include the Controlling Shareholders and entities controlled by them. h. Fair value measurements: Fair value is defined as the price that would be received by selling an asset or paid to transfer a liability (i.e. the ‘exit price’) in an arms’ length transaction between willing market participants at the measurement date. The applicable financial accounting rules establish a hierarchy for inputs used in measuring fair value. The hierarchy is divided into three levels based on the reliability of inputs: Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Group has the ability to access. Level 2 - Valuations based on quoted prices in markets that are not active but for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The Group’s financial assets and liabilities as of December 31, 2016 and 2015 are measured based on Level 1 inputs. i. Inventory: The inventory items consist of purchased systems and are stated at the lower of cost or market. Cost is determined using the First-In, First-Out method of inventory accounting. The valuation of inventory items requires the Group to make estimates regarding excess or obsolete inventories. During 2016 the Group recorded an inventory impairment of $201 thousand. The purchased systems are utilized typically for one of the following purposes: (A) Future projects, (B) Demo and (C) Spare parts for installed systems. The first utilization suggests that the systems should be classified as inventory while the second and third suggest it should be classified as property and equipment. In order to reflect those utilizations appropriately between the inventory and property and equipment line items, the Group performed an aggregated analysis which suggested that such systems should be classified as inventory for the first year from date of purchase, on such date tested for impairment and then classified to property and equipment and amortized for four years from that date, see also note 2j. for the amortization period. j. Property and equipment, net: Property and equipment are stated at cost less accumulated depreciation and amortization. Upon the retirement or disposition of property and equipment, the related costs, accumulated depreciation and amortization are removed and any related gain or loss is recorded in the statements of comprehensive income (loss). Repairs and maintenance that do not extend the life or improve an asset are expensed in the periods incurred. The Group evaluates its property and equipment for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s estimated fair value. During 2016 the Group recorded software systems impairment of $114 thousand. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Useful life (years) Software systems (from classified date, see also note 2i.) 25 4 Vehicles 15 7 Leasehold improvements 10-20 5-10 Office furniture and equipment 7-10 10-14 Computers, electronics and related 15-33 3-7 k. Income tax: Deferred tax asset and liability accounts’ balances are determined based on differences between the 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. The Group accounts for deferred tax on non- The Group applies the two-step approach in recognizing and measuring 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. l. Earnings (loss) per share: The Group computes basic earnings or loss per share by dividing net income by the weighted-average number of ordinary shares outstanding during the period. However, consistent with the reverse merger accounting, the calculation of the weighted-average number of ordinary shares includes 24,582,874 shares (which include also 480,000 ordinary shares that were issued to ASM former shareholder upon exercise of its put option on its remaining ordinary shares of ASM) assumed to be outstanding as of January 1, 2013. Further, the outstanding shares subject to put options were excluded, consistent with the accounting treatment of a put option liability. Income (loss) per share assuming dilution (diluted earnings (loss) per share) would give effect to dilutive warrants and other potential ordinary shares outstanding during the period, considering the treasury stock method. The outstanding warrants were “out-of-the-money” and the issuance of the Net Income Shares was not probable at any given period and therefore excluded from the calculation. Basic and diluted earnings (loss) per ordinary share data were computed as follows: Year Ended December 31, 2016 2015 2014 Net income (loss) (U.S. dollar in thousands) (8,053 ) 14,753 3,122 Weighted-average ordinary shares outstanding - Basic and diluted 24,582,874 24,582,874 24,582,874 Earnings (loss) per ordinary basic and diluted (U.S. dollar) (0.33 ) 0.60 0.13 m. Contingencies: The Group is involved in various commercial, government investigation and other legal proceedings that arise from to time. The Group records accruals for these types of contingencies to the extent that the Group concludes their occurrence is probable and that the related liabilities are estimable. When accruing these costs, the Group will recognize an accrual in the amount within a range of loss that is the best estimate within the range. When no amount within the range is a better estimate than any other amount, the Group accrues for the minimum amount within the range. The Group records anticipated recoveries under existing insurance contracts that are virtually certain of occurring at the gross amount that is expected to be collected. Legal costs are expensed as incurred. n. Reclassification: Certain amounts in prior years’ consolidated financial statements have been reclassified to conform to the current year’s presentation. o. Recently Issued Accounting Pronouncements: 1. Adopted in current period: In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial statements – Going concern (subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-14”). The new standard provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. ASU 2014-15 applies prospectively to annual periods ending after December 15, 2016, and to annual periods thereafter. The Company analyze the going concern issue according to that new accounting standard. 2. Not yet adopted in current period: In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09) “Revenue from Contracts with Customers”. ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption is permitted for annual reporting periods beginning after December 15, 2016. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet selected a transition method. The Company is still finalizing the analysis to quantify the adoption impact of the provisions of the new standard. The FASB has issued, and may issue in the future, interpretive guidance which may cause the Company’s evaluation to change. Management believes that the Company is following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective the beginning of fiscal year 2018. In February 2016, the FASB issued ASU No. 2016-02, which supersedes the lease accounting guidance in ASC 840, Leases. The new guidance requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2018 with early adoption permitted. The amendments must be adopted using a modified retrospective approach. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13. This update replaces the incurred loss impairment methodology in current U.S. GAAP for recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, the guidance requires use of a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2019. Early adoption is permitted as of reporting periods beginning after December 15, 2018, including in interim periods. The amendments will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the amendments are effective. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15. This update addresses whether to present certain specific cash flow items as operating, investing or financing activities. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017. Early adoption is permitted. The amendments will be applied retrospectively to each period presented. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16. This update removes the current exception in US GAAP prohibiting entities from recognizing current and deferred income tax expenses or benefits related to transfer of assets, other than inventory, within the consolidated entity. The current exception to defer the recognition of any tax impact on the transfer of inventory within the consolidated entity until it is sold to a third party remains unaffected. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017, with early adoption permitted. The amendments will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18. This update provides guidance on the classification and presentation of changes in restricted cash or restricted cash equivalents in the statement of cash flows under Topic 230, Statement of Cash Flows. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017 with early adoption permitted. The amendments will be applied retrospectively to each period presented. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements |
Restricted Deposits
Restricted Deposits | 12 Months Ended |
Dec. 31, 2016 | |
Restricted Deposits [Abstract] | |
RESTRICTED DEPOSITS | NOTE 3 - RESTRICTED DEPOSITS: The restricted deposits as of December 31, 2016 totaled NIS6,760 thousand ($1,758 thousand) and relates to a deposit in connection with one of the legal proceedings, see note 8.a.1. for additional information. The restricted deposit as of December 31, 2015 totaled $325 thousand and relates to banks’ performance guarantees in certain projects secured by deposits the Group was required to provide. Regarding the restricted deposits for put option- see note 1.b.1. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 - PROPERTY AND EQUIPMENT, NET: Composition: December 31, 2016 2015 (U.S. dollar in thousands) Software Systems 1,105 - Vehicles 606 488 Leasehold improvements 355 474 Office furniture and equipment 121 123 Computers, electronics and related 13 314 Property and equipment 2,200 1,399 Less: accumulated depreciation and amortization 612 642 Property and equipment, net 1,588 757 |
Accumulated Costs with Respect
Accumulated Costs with Respect to Projects in Excess of Progress Payments (Progress Payments in Excess of Accumulated Costs with Respect to Projects) | 12 Months Ended |
Dec. 31, 2016 | |
Progress Payments Of Accumulated Costs [Abstract] | |
ACCUMULATED COSTS WITH RESPECT TO PROJECTS IN EXCESS OF PROGRESS PAYMENTS (PROGRESS PAYMENTS IN EXCESS OF ACCUMULATED COSTS WITH RESPECT TO PROJECTS) | NOTE 5 - ACCUMULATED COSTS WITH RESPECT TO PROJECTS IN EXCESS OF PROGRESS PAYMENTS (PROGRESS PAYMENTS IN EXCESS OF ACCUMULATED COSTS WITH RESPECT TO PROJECTS): Composition: December 31, 2016 2015 (U.S. dollar in thousands) Prepaid expenses 548 2,630 Advanced payments from customers (397 ) (3,649 ) Accumulated costs with respect to projects in excess of progress payments (progress payments in excess of accumulated costs with respect to projects) 151 (1,019 ) |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 6 - RELATED PARTIES: a. Purchases from related parties, loans to related parties and due from Controlling Shareholders 1. Anatoly Hurgin owns 100% of Alan Ltd. (“Alan”) which holds a 60% interest in Active Intelligence Labs Ltd. (Israel) (“AIL”). The Company purchased products which are integrated into its innovative tailored solutions totaling $780 thousand and $420 thousand from AIL during the years ended December 31, 2015 and 2014, respectively. The debt as of December 31, 2015 ($600 thousands) was repaid at August 2, 2016. 2. In 2014 and 2013, the Company granted Alan loans aggregated to $555 thousand and $205 thousand, respectively. The loans bear an annual interest of 3.3%, linked to the Israeli consumer price index, and were repaid in December 2015. 3. The amounts due from the Controlling Shareholders as of December 31, 2016 and 2015, were repaid to the Company in April 19, 2017 and February 25, 2016, respectively. b. Dividends: In 2011, the Company declared dividends of 10,760 thousand New Israeli Shekels (“NIS”) ($2,833 thousand) of which 15% income tax was withheld (the “Net Amount”) and NIS1,140 thousand ($300 thousand) and NIS474 thousand ($125 thousand) were paid to the Israeli Tax Authority in 2013 and 2014, respectively. NIS894 thousand ($197 thousand), NIS1,379 thousand ($231 thousand), NIS2,350 thousand ($817 thousand) and NIS4,523 thousand ($1,163 thousand) of the Net Amount were paid to the Controlling Shareholders in 2012, in 2013, 2014 and 2015, respectively. Additionally, in the fourth and the second quarters of 2015, the Company declared dividends of NIS42,825 ($11,000 thousand) and NIS23,560 thousand ($6,251 thousand), respectively, of which 20% income tax was withheld and outstanding as of December 31, 2015 (income tax of NIS13,277 thousand ($3,404 thousand) was paid to the Israeli Tax Authority in January 2016), while the net amounts were paid to the Controlling Shareholders. It was agreed as part of the Company’s tax assessments for the three years ended December 31, 2014 that were finalized on May 30, 2016 that the Controlling Shareholders withholding tax for the 2015 dividends should be NIS16,400 thousand ($4,260 thousand). The Company paid the difference to the Israeli tax authorities and the Controlling Shareholders compensated the Company for such difference. c. Related parties’ employment agreements and compensation: 1. The Company entered into new employment agreements with each of its two Controlling Shareholders. One of the Controlling Shareholders is acting as a Director of the board (acted as the chairman up to December 19, 2016) and the Chief Executive Officer and the other as a Director of the Board and the Chief Technology Officer. Each of the employment agreements will remain in effect unless terminated as described below. Pursuant to each employment agreement, the executive’s gross salary is NIS120,000 ($31,200) per month commencing at January 1, 2016. Each executive is also entitled to receive social benefits: Each employment agreement provides that the executive is entitled to receive an annual performance bonus of up to NIS360,000 ($93,600) based on annual performance goals agreed upon by the Company and the executive (such performance goals were not met for 2016 and therefore no performance bonus was recorded or paid). Each employment agreement may be terminated by the Company or the executive upon 120 days’ prior written notice, in which case, the executive is entitled to receive salary and benefits during such 120 days and for a period of eight months thereafter. The executive will be entitled to accept new employment after the expiration of such eight month period. In addition, the Company, by resolution of its board of directors, may terminate the employment agreements at any time by a written notice with cause (as defined in the employment agreements). The executives’ compensation related expenses in 2016, 2015 and 2014 amounted to NIS3,562 thousand ($928 thousand), NIS487 thousand ($125 thousand) and NIS405 thousand ($113 thousand), respectively. 2. The Company entered into a new employment agreement with a Controlling Shareholder’s son commencing March 22, 2016 and was employed by the Company until June 20, 2016. Based on the agreement he was entitled to a monthly gross salary of NIS10,000 ($2,600) and other related social benefits. |
Ordinary Shares and Warrants
Ordinary Shares and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Ordinary Shares and Warrants [Abstract] | |
ORDINARY SHARES AND WARRANTS | NOTE 7 - ORDINARY SHARES AND WARRANTS: a. Ordinary shares: Inc is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share, of which 25,276,142 were issued and outstanding as of December 31, 2015. During January 2016 Inc issued 480,000 ordinary shares par value $0.0001 in connection with ASM Former Shareholder’s exercising his put option on his remaining shares in ASM. As a result the ordinary shares issued and outstanding during that date, as of December 31, 2016 and as of the date of this report were 25,756,142; and 5,000,000 preferred shares with a par value of $0.0001 per share, of which none were issued and outstanding. b. Warrants: Since its inception, Cambridge have issued 8,577,125 warrants which were assumed by Inc in the merger (see note 1). Each warrant entitles its holder to purchase one ordinary share at a price of $11.50 and is expiring on December 17, 2018. Inc may redeem the warrants in the event that the traded ordinary share price is at least $17.50 per share (for any 20 trading days within a 30-day trading period) on a “cashless basis”. On March 21, 2016, Inc received a letter from NASDAQ informing that its warrants did not meet the minimum 400 Round Lot Holder requirement for initial listing on the NASDAQ and that the Staff had determined to initiate procedures to delist Inc’s warrants from NASDAQ. As Inc did not appeal this determination, Inc’s warrants were delisted from NASDAQ on April 18, 2016 and since such date have traded on the “Pink Sheets” under the symbol “ABIWF.” |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES: a. Litigation: 1. In January 2015, Ability, Messrs. Anatoly Hurgin and Alexander Aurovsky, and a third party plaintiff entered into an arbitration process, following a claim filed with the Tel Aviv Magistrates Court (the “Court”) in October 2014 by the plaintiff against the Company and its former shareholders, claiming a right to review the Company’s accounts and reserving the right to file a monetary claim. On September 14, 2016, the plaintiff presented the defendants with a settlement proposal for the resolution of all claims against the defendants and any entity affiliated with them in exchange of the full and final payment of an amount of NIS8,450 thousand (approximately $2,200 thousand), which was subsequently approved by Inc’s board of directors. On or about the time of the board meeting at which (among other things) the settlement proposal was approved, the plaintiff made claims that the proposal did not include VAT and that a settlement agreement has not been entered into between the parties. This dispute was referred to a new arbitration process, at the conclusion of which, a settlement was reached, according to which the parties agreed that the plaintiff would receive a total of NIS8,142 thousand (approximately $2,120 thousand), plus VAT. Thereafter, on February 20, 2017, such settlement was approved by the arbitrator and was made an arbitral award. Following the arbitral award and according to the determination of Inc’s board of directors, Inc and Messrs. Hurgin and Aurovsky appointed an independent legal expert acting as an arbitrator to make a final determination as to the allocation of the settlement amount between us and Messrs. Hurgin and Aurovsky. On March 30, 2017, and as clarified on April 13, 2017, the legal expert determined that the Company shall be required to pay 70% of the settlement amount and the VAT (such amount was accrued for as of December 31, 2016) and the remaining 30% of the settlement amount shall be paid by Messrs. Hurgin and Aurovsky. On April 19, 2017, each of Messrs. Hurgin and Aurovsky paid to us NIS376,410 (approximately $98,000), or a total of NIS752,820 (approximately $196,000) in compliance with the arbitral award. 2. On October 15, 2015 the Company was added to a derivative complaint, originally filed by a stockholder of Cambridge (the “Plaintiff”) against Cambridge, the members of the Cambridge board of directors and others. The complaint generally alleges, among other things, that the members of the Cambridge board of directors breached their fiduciary duties to Cambridge stockholders by approving the contemplated merger with the Company and that the Company is aiding and abetting the Cambridge board of directors in the alleged breaches of their fiduciary duties. The action seeks injunctive relief, damages and reimbursement of fees and costs, among other remedies. On February 17, 2016, the Company filed a motion and supporting memorandum of law to dismiss the Plaintiff’s amended complaint arguing three primary grounds: i) the court lacked personal jurisdiction over the Company; ii) Plaintiff’s derivative aiding and abetting claim was extinguished by the closing of the business combination; and iii) Plaintiff’s direct aiding and abetting claims were insufficiently plead. On September 15, 2016, the court granted the defendants’ motion to dismiss in its entirety without prejudice, and the Judge dismissed the amended complaint. However, the court provided the plaintiff with 45 days within which to file a further amended complaint. On October 22, 2016, a second amended complaint was filed by the plaintiff. On January 17, 2017, the defendants filed a motion to dismiss the second amended complaint on multiple grounds, including various pleading deficiencies that the plaintiff has failed to adequately correct. On March 9, 2017, the plaintiff filed a response to the motion to dismiss. The court has scheduled a hearing for argument on the motion to dismiss for June 14, 2017. Given that these proceedings are in the preliminary stage, the timing or outcome of this matter cannot be predicted at this time. 3. On October 27, 2015, the Company received a notice alleging that the Company’s GSM interception and decryption systems apparently fall within the claims of an Israeli patent owned by the claimants. On November 12, 2015, a lawsuit alleging patent infringement, violation of a non-disclosure agreement, trade secret misappropriation and unjust enrichment was filed with the Lod District Court in Israel by a company and an individual (the “Plaintiffs”), against the Company and its Controlling Shareholders. The amount sought in the lawsuit for registration fee purpose is NIS5 million (approximately $1.3 million), however the Plaintiffs did not specify amount of the compensation demanded. Furthermore, the Plaintiffs demanded that the Company and/or its Controlling Shareholders immediately cease the infringement of the patent as well as further use of the claimed technology and further manufacture, export, sale or marketing of the alleged infringing products. The Company filed a statement of defense on April 5, 2016 and a preliminary hearing was held on April 13, 2016. On May 23, 2016, the plaintiffs filed a petition to join Inc, ASM and Ability Limited, an entity fully owned by Anatoly Hurgin as defendants and to amend the statement of claim (this petition is still pending). The parties then agreed to appoint a mediator in an attempt to settle the dispute out of court, and agreed, with the approval of the court, on a stay of proceedings until September 2016. However, the parties did not reach an agreement by that time. On October 9, 2016, upon the Company’s application and with the plaintiffs’ consent, the court decided to stay the proceedings until a decision is handed down on a related pending application to the Israeli Patent Registrar to revoke the patent in dispute. The Company believes that the allegations in the notice and the lawsuit are without merit and the Company intend to vigorously defend against them. Given that the proceeding is in the preliminary stage and is currently suspended, the timing or outcome of this matter cannot be predicted at this time. 4. On May 25, 2016, a purported class action lawsuit was filed against Inc, Anatoly Hurgin and Avi Levin, the Group Chief financial officer in the Southern District of New York in the United States. The complaint asserts claims pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder on behalf of a putative class of all purchasers of Inc ordinary shares between September 8, 2015 and April 29, 2016. The complaint broadly alleges that certain of Inc public statements were false and that Inc materially overstated its income and failed to disclose that it had material weaknesses in its internal controls. The complaint does not specify the amount of damages sought. On July 25, 2016, a second purported class action lawsuit was filed against Inc, Anatoly Hurgin and Avi Levin in the Southern District of New York in the United States. The complaint asserts claims pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder on behalf of a putative class of all purchasers of Inc ordinary shares between September 8, 2015 and April 29, 2016. The complaint broadly alleges that Inc financial statements were false and misleading and were not prepared in conformity with GAAP, nor was the financial information a fair presentation of its operations. The complaint does not specify the amount of damages sought. These two putative class actions have been consolidated into one action and co-lead plaintiffs have been appointed. In accordance with a schedule adopted by the court, co-lead plaintiffs filed an amended complaint on April 28, 2017. In the amended complaint, co-lead plaintiffs have added Benjamin Gordon and BDO Ziv Haft as defendants. The amended complaint asserts claims pursuant to Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, a claim pursuant to Section 20(a) of the Exchange Act against Messrs. Hurgin, Levin and Gordon, a claim pursuant to Section 11 of the Securities Act against Inc, BDO Ziv Haft and Messrs. Hurgin and Gordon, and a claim pursuant to Section 15 of the Securities Act against Messrs. Hurgin, Levin and Gordon on behalf of a putative class of all purchasers of Inc’s ordinary shares between September 8, 2015 and April 29, 2016. The amended complaint does not specify the amount of damages sought. The complaint broadly alleges that certain of our public statements were false, that the Group had material weaknesses in the Group’s internal controls, that the Group’s financial statements were false and misleading and were not prepared in conformity with GAAP, nor was the financial information a fair presentation of the Group’s operations, and that Inc registration statement contained material misstatements and omissions. Pursuant to a schedule approved by the Court, co-lead plaintiffs must file a second amended consolidated complaint no later than 30 days after the date on which this Form 20-F is filed. Inc intends to defend the action. Given that these proceedings are in the preliminary stage, the timing or outcome of this matter cannot be predicted at this time. 5. On May 4, 2016, Inc was served with a lawsuit and a motion for the certification of the lawsuit as a class action in the Tel Aviv District Court in Israel, filed, against Inc, the Controlling shareholders, and two former directors, Benjamin Gordon and Mitchell Gordon that had been filed on May 3, 2016. The claim alleges (among other things) that Inc misled the public in its public filings with regard to its financial condition and included misleading information (or omitted to include relevant information) in its financial statements published in connection with the January 12, 2016 listing of shares for trading on the Tel Aviv Stock Exchange. In addition, the claim alleges that the defendant directors breached their fiduciary duty under Israeli law towards Inc and its public shareholders. The claim alleges that the plaintiff suffered personal damages and estimates that Inc shareholders suffered damages of approximately NIS23.3 million (approximately $6.13 million). In addition, the plaintiff claims that damage was caused to people who held exchange traded funds and other investment instruments that contained Inc shares and therefore he could not evaluate those damages at this stage. On September 15, 2016, Inc filed a motion for a stay of proceedings, due to other pending class action lawsuits in the United States that also relate (among other things) to the stated causes of action and based on similar claims. On September 16, 2016, the Court accepted the motion to stay proceedings. The parties were required to update the Court on the status of the United States class actions by March 15, 2017. On March 15, 2017, the plaintiff filed an update and requested that proceedings be stayed until the completion of the internal investigation of the audit committee. On the same day, Inc filed a separate update with respect to the United States class actions, together with filing a motion for a stay of proceedings pending resolution of the consolidated United States class actions. On March 16, 2017, the Court held that the plaintiff must respond to the motion to stay proceedings pending resolution of the consolidated United States class actions. On March 26, 2017, the plaintiff filed a partial response, asking for an extension until May 15, 2017 to file a full response, alleging that the publication of our annual financial statements, together with the findings of the internal investigation, would affect its position on our motion to stay proceedings. On March 26, 2017, the Court granted the plaintiff the requested extension. On May 15, 2017 the plaintiff filed a motion for an additional three month extension to file a full response, among other things, as the Company had not yet filed its annual financial statements or published the results of the internal investigation. Given that these proceedings are in the preliminary stage, the timing or outcome of this matter cannot be predicted at this time. 6. On December 13, 2016, a complaint was filed in the 15th Circuit, Palm Beach County, Florida in the United States, against Inc, our former director, Benjamin Gordon, BG Strategic Advisors, LLC, Cambridge Capital, LLC and Jonathan Morris, in his capacity as trustee of the Gordon Family 2007 Trust. The complaint alleges violations of Florida State securities laws, common law fraud, negligent misrepresentation and conspiracy. Mr. Gordon and BG Strategic Advisors, LLC are also alleged to have breached their fiduciary duty to the plaintiff. On January 23, 2017, the plaintiff filed an amended complaint alleging the same violations as the initial compliant. On March 2, 2017, Inc filed a motion to dismiss all of the claims asserted against it in the compliant. On the same day, Mr. Gordon and BG Strategic Advisors also filed motions seeking the dismissal of the amended complaint in its entirety. On March 9, 2017, Inc filed a motion to stay all proposed discovery in the action pending the resolution of the motions to dismiss. These motions are all currently pending. Given that these proceedings are in the preliminary stage, the timing or outcome of this matter cannot be predicted at this time. b. Lease commitments: The Company has the following lease agreements: 1. A 5 year lease agreement, with respect to an office space, expiring on November 30, 2017. The monthly rent is NIS25 thousand ($7 thousand) linked to the Israeli consumer products index. 2. A 2.5 year lease agreement with respect to an office space, expiring on November 30, 2017. The monthly rent is NIS16 thousand ($4 thousand) linked to the Israeli consumer products index. 3. An agreement with respect to an office space which was renewed in August 15, 2015 for 1 year, those terms were extended until April 1, 2018 and the Company has an option to extend the lease until August 15, 2019. The monthly rent is NIS5 thousand ($1 thousand). In 2016, 2015 and 2014, the rent expenses amounted to $152 thousand, $128 thousand and $114 thousand, respectively. c. Agreement with a Provider: On October 20, 2015 (the “Effective Date”), the Company entered into an agreement with an unrelated company which is a service provider and an owner and licensor of telecommunications solutions (the “Provider”). The Provider granted the Company an exclusive and non-transferable right and license for 3 years to market, promote, advertise, sell and distribute the Provider’s products directly to customers worldwide, in consideration for 50% of the Company’s net income relating to those sales. The agreement sets minimum annual sales at $10 million. In case the Company does not satisfy this minimum commitment at the end of any contract year, the Company is required to pay the Provider a 15% penalty against the shortfall amount (maximum $1.5 million per year). In order to secure minimum sales and penalty, it was also agreed that the Company pays the Provider monthly payments of $125 thousand. During 2015, the Company paid the Provider $375 thousand, those payments were recorded as prepayments in the other current assets on the consolidated balance sheet as of December 31, 2015, as the Company believes it will satisfy those sales. During 2016 the Company continued to pay the monthly payments and paid the Provider an aggregated amount of $1,500 thousand, those payments (along with the $375 thousand that were paid during 2015 and recorded initially as part of the balance sheet) were recorded as part of the Sales and marketing expenses since the Company succeeded to sell only one of the provider products during 2016. The Provider waived its rights to the 50% net income share in connection with that sole 2016 sale in order to support his product marketing efforts in the relevant region. During 2016 it was clarified between the Company and the Provider that the Company will be able to utilize the monthly payments through the entire agreement period and not only on an annual basis. d. Contingency in connection with legal fees: During 2016, a US legal firm reached out to the Company asking for a reimbursement for its legal fees incurred in connection with representing Benjamin Gordon, former director for several issues, as a result, the Company recorded an accrued provision as of December 31, 2016 based on management best estimate, the amount that was not accrued totaled to $381 thousand. e. On-going internal investigation: In connection with implementing internal controls to comply with applicable anti-corruption laws regarding distributors, resellers and agents, the Group identified press reports that its reseller in Latin America may be subject to local law enforcement investigations concerning price manipulation and corruption in the reseller’s sale of software products to government entities, although the press reports do not identify the Group and the Group has not been able to confirm the investigations or whether any investigations implicate sale of the Group’s products. The Group is conducting a review of the reseller and pending the completion of the review the Group has ceased accepting orders from the reseller. Ceasing future sales to such reseller could have a material impact on the Group’s future revenue. f. Other: During the first quarter of 2015, through an internal investigation conducted by the Company, it was discovered that the Company was a victim of fraud from an outside, unrelated third party. The fraud resulted in an unauthorized outgoing transfer to the third party by the Company in the amount of $462 thousand. While the Company reported the fraud to the police and to its bank, there can be no assurance that the funds will be recovered. Accordingly, the wire transfer amount has been recorded within general and administrative expenses in the statement of comprehensive income for the year ended December 31, 2015. |
Revenue Broken by Region
Revenue Broken by Region | 12 Months Ended |
Dec. 31, 2016 | |
Revenue Broken by Region [Abstract] | |
REVENUE BROKEN BY REGION | NOTE 9 – REVENUE BROKEN BY REGION: Composition: Year ended December 31, 2016 2015 2014 (U.S. dollar in thousands) Asia 9,230 8,373 5,973 Latin America 5,320 34,603 6,130 Europe 1,750 495 1,236 Israel (1) - 8,365 7,000 Africa - - 1,105 Other 208 315 - 16,508 52,151 21,444 (1) Sales in Israel in 2015 and 2014 include sales to Israeli integrators that have been sold to end users in Asia and Africa, which represented 16% and 33% of revenues during such periods, respectively. |
Genreal and Administrative Expe
Genreal and Administrative Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Genreal and Administrative Expenses [Abstract] | |
GENREAL AND ADMINISTRATIVE EXPENSES | NOTE 10 – GENREAL AND ADMINISTRATIVE EXPENSES: Composition: Year ended December 31, 2016 2015 2014 (U.S. dollar in thousands) Legal fees 3,849 36 17 Professional services fees 2,821 339 112 Settlement in connection in one of the legal proceedings (see note 8a1.) 1,664 - - Salaries and related 681 224 137 Fraud from an unrelated third party (see note 8e.) - 462 - Impairment of fixed assets 114 - - Office maintenance (including rent) 98 59 46 Others 435 197 157 9.662 1,317 469 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 11 - INCOME TAX: a. Tax rates The Israeli corporate tax rates applicable to the Company and ASM: 2014 and 2015 - 26.5% 2016 – 25% 2017 – 24% 2018 onward – 23% b. “Approved Enterprise” status The Company was granted an ‘approved enterprise’ status for the 10 years ended December 31, 2014, under the Israeli Law for the Encouragement of Capital Investments, 1959 (the “Encouragement Law”). The tax benefit is a reduced corporate income tax rate on non-distributed income generated in approved areas (“Approved Income”). Distributed Approved Income is subject to 25% corporate income tax at the company level and 15% withholding income tax at the shareholder level. As of December 31, 2011, upon a tax assessment by the Israeli Tax Authority, all of the accumulated Approved Income was distributed as dividends to the Controlling Shareholders and the applicable income tax was applied. As the Company distributes its Approved Income to its Controlling Shareholders, a deferred tax liability was recorded on the non-distributed Approved Income as generated, on the difference of the reduced corporate income tax rate applied and the regular corporate tax rates, as well as related deferred income tax expenses. On May 30, 2016 the Company and the Israeli tax authorities signed a tax assessment agreement for the three years ended December 31, 2014, all of the accumulated Approved Income was distributed as dividends to the Controlling Shareholders and the applicable income tax were applied. As part of that tax assessment the Company was also required to pay $1.1 million exceeding its accrued tax provision for that period; such additional tax was recorded as part of the 2016 income tax. The Company has final tax assessments for the years up to 2014 inclusive. c. “Preferred Enterprise” status Commencing on January 1, 2015, the Company has elected the “Preferred Enterprise” program under the amendment of the Encouragement Law, whereby the Company is subject to corporate income tax rate on non-Preferred Income and 16% reduced income tax rate on its Preferred Income generated in all areas other than Development Area A. As part of the tax assessment for the three years ended December 31, 2014 as mentioned above, it was agreed that Company will be subject to a 14.6% (based on a blended tax rates) for the years 2015 and 2016 and a reduced tax rate, not yet determined (but up to 16%) in 2017 and thereafter. Composition: Year ended December 31, 2016 2015 2014 (U.S. dollar in thousands) Current 32 3,446 95 Previous year 1,054 - - Deferred - (423 ) 995 Income tax expenses 1,086 3,023 1,090 d. Deferred income tax: In assessing the realization of deferred tax assets, the Group considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. As described in note 1f regarding the raise of substantial doubt about the Group’s ability to continue as a going concern, the Group applied a full valuation allowance for its deferred tax assets. Composition: December 31, 2016 2015 (U.S. dollar in thousands) Net and comprehensive loss 1,338 - Timing difference of expense in connection with the working capital received as part of the reverse merger 271 - Timing differences of expense in connection with employees benefits 42 - Deferred tax assets before valuation allowance 1,651 - Valuation allowance (1,651 ) - - - e. Reconciliation of income tax expenses: As Inc and ASM stand-alone net results during 2016 are relatively immaterial, zero during 2015 and ASM net result during 2014 was zero as well, the Group’s overall effective tax rate is attributable to Israeli income tax and therefore a reconciliation between the theoretical income tax, assuming corporate tax rates and the actual income tax expenses (benefit) as reported in the consolidated statements of comprehensive income (loss) is calculated based on the Israeli corporate tax rates and is as follows: Year ended December 31, 2016 2015 2014 (U.S. dollar in thousands) Income (loss) before income tax (6,967 ) 17,776 4,212 Israeli corporate income tax rate 25 % 26.5 % 26.5 % Theoretical income tax expenses (benefit) (1,742 ) 4,711 1,116 Valuation allowance for deferred tax 1,109 - - Tax rates differences 725 (1,659 ) (63 ) Previous year 1,054 - - Other, net (60 ) (29 ) 37 Income tax expenses 1,086 3,023 1,090 f. Uncertain tax positions: Following is a roll-forward of the total amounts of the Group’s unrecognized tax benefits at the beginning and at the end of the years ended on December 31, 2016, 2015 and 2014 Year ended December 31, 2016 2015 2014 (U.S. dollar in thousands) Balance at beginning of year - - - Increase as a result of tax position taken in prior period 1,054 - - Decrease due to settlement with the Israeli tax authorities (1,054 ) - - Balance at end of year - - - |
Concentration Risk
Concentration Risk | 12 Months Ended |
Dec. 31, 2016 | |
Concentration Risk [Abstract] | |
CONCENTRATION RISK | NOTE 12 - CONCENTRATION RISK: Major customers and vendors are defined as those from whom the Group derives at least 10% of its revenues and cost of revenues, respectively. During 2016, 2015 and 2014, revenues from the major customers reflected 79% (two customers), 91% (three customers) and 83% (three customers) of the total consolidated revenues, respectively. During 2016, 2015 and 2014, the cost of revenues from major vendors reflected 72% (three vendors), 70% (three vendors) and 79% (three vendors) of the total consolidated cost of revenues, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS: a. On February 9, 2017, Inc received a subpoena from the Securities and Exchange Commission (“SEC”). The subpoena requests, among other things, information regarding the transaction with Cambridge, the restatement that occurred in May 2016, and financial and business information. Inc is fully cooperating with the investigation. The SEC has informed Inc that this investigation and the subpoena do not mean that the SEC has concluded that anyone has broken the law or that the SEC has a negative opinion of any person, entity or security. b. On April 9, 2017, Inc received letters from each of Amnon Dick, Efraim Halevy, Amos Malka, Meir Moshe and Shalom Singer, representing all of Inc’s independent directors, tendering his resignation as a member of our Board of Directors (the “Board”) and committees thereof, effective immediately (each, a “Resignation Letter” and collectively, the “Resignation Letters”). At the time of their resignations, Mr. Dick was Chairman of the Board and a member of Inc’s audit committee and compensation committee; Mr. Halevy was a member of Inc’s nominating committee; Mr. Malka was a member of Inc’s compensation committee; Mr. Moshe was Chairman of Inc’s audit committee and Chairman of its nominating committee; and Mr. Singer was Chairman of Inc’s compensation committee and a member of its audit committee and nominating committee. Each of Messrs. Dick, Malka, Moshe and Singer stated in his respective Resignation Letter that his resignation was due to his approach to risk assessment and management of Inc’s affairs not being aligned with that of the Controlling Shareholders, which made him unable to contribute to Inc in a productive way. Each noted that, in view of the various challenges that Inc is currently facing, a shared vision and broad cooperation among Inc’s Controlling Shareholders and directors is required and that in view of the foregoing, and especially as he served as a director for only a few months, he does not believe it would be appropriate to continue to serve as a director of Inc. Mr. Halevy did not state any reason for his resignation in his Resignation Letter. c. On April 19, 2017, Inc received notification from the NASDAQ Listings Qualifications Department of the NASDAQ Capital Market (“NASDAQ” ) that as a result of the recent resignation of all of Inc’s independent directors from Inc’s board of directors (the “Board”), as Inc previously disclosed on April 10, 2017, Inc is no longer in compliance with NASDAQ Listing Rules 5605(b)(1), 5605(c)(2), 5605(d)(2) and 5605(e) (collectively, the “Rules”), as the Board is no longer comprised of a majority of independent directors nor does it have an audit committee, compensation committee or nominating committee. Inc had until May 3, 2017, a period shorter than normal, to submit a plan to regain compliance with the Rules (a “Plan”) and if the Plan is accepted by NASDAQ, then NASDAQ can grant an extension until October 16, 2017 for Inc to regain compliance with the Rules. In addition, NASDAQ requested that Inc submit a detailed narrative that provides additional information regarding the events and circumstances that led to the simultaneous resignation of the independent directors and certain corporate documentation. On May 15, 2017 Inc appointed Levi Ilsar, Brigadier General (Ret.) Eli Polak and Nimrod Schwartz to serve as independent directors on Inc’s board of directors and the audit, compensation and nominating committees thereof, in each case effective as of May 17, 2017. Inc therefore expects to regain compliance with the Rules upon such appointment entering into effect. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | a. Basis of presentation: The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include all adjustments necessary for the fair presentation of the Group’s financial position, results of operations, changes in shareholders’ equity (deficit) and cash flows for the periods presented. The Reverse Merger is accounted for as a reverse merger whereby Inc is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the Company comprising the ongoing operations of the combined company, the Company’s senior management comprising the senior management of the combined company, and that the former shareholders of the Company are the controlling shareholders of Inc after the Reverse Merger. The Reverse Merger is considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Reverse Merger is treated as the equivalent of the Company issuing shares for the net assets of Inc, accompanied by a recapitalization. The net assets of Inc are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Merger are those of the Company, and therefore the historical consolidated financial statements presented are the consolidated financial statements of the Company and the ordinary shares and the corresponding capital amounts pre-merger have been retroactively restated as ordinary shares reflecting the exchange ratio in the merger. |
Principles of consolidation | b. Principles of consolidation: The consolidated financial statements include the accounts of Inc, the Company and ASM. All intercompany accounts and transactions have been eliminated in the consolidation. |
Use of estimates | c. Use of estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. |
Foreign currency | d. Foreign currency: The currency of the primary economic environment in which the operations of the Group is conducted is the U.S. dollar (“Dollar” or “$”); thus, the Dollar is the functional currency of the Group. Therefore, the Group’s transactions and balances denominated in Dollars are presented at their original amounts, while non-Dollar transactions and balances have been re-measured to Dollars and the relating gains and losses are reflected in the statements of comprehensive income (loss) as finance income or expenses, as appropriate. All amounts are presented in Dollars, unless otherwise indicated, rounded to the nearest thousands. |
Revenue recognition | e. Revenue recognition: The Group generates revenues from sales of products, which include hardware, software, connection to supportive infrastructure, integration services, training and warranty, as well as revenues from Software as a Service (“SaaS”). The Group sells its products (the “Products”) and provides services (the “Services”) directly to end users and resellers and also participates as a subcontractor of prime contractors in joint projects and as a prime contractor in projects with resellers (the “Projects”). When a sale arrangement contains multiple elements, the Group allocates revenues to each element based on a selling price hierarchy. The selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third party evidence (“TPE”) if VSOE is not available, or estimated selling price (“ESP”) if neither VSOE nor TPE is available. The Group establishes VSOE of selling price using the price charged for a deliverable when sold separately. When VSOE cannot be established, the Group attempts to establish selling price of each element based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Group’s go-to-market strategy typically differs from that of its peers and its offerings contains a significant differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Group is unable to reliably determine what similar competitor products’ selling prices are on a standalone basis. Therefore, the Group is typically not able to determine TPE. The best ESP is established considering several external and internal factors including, but not limited to, historical sales, pricing practices and geographies in which the Group offers its products. The determination of ESP is based on applying significant judgment to weigh such factors. Products and Services: Revenues from sales of Products are recognized when the Group has delivered the Products to the customer and received final acceptance, the revenue can be reliably measured and collectability of the receivables is reasonably assured. Revenues from sales of Services are recognized ratably in the period in which the services are rendered (connection to supportive infrastructure is generally over one year). The Group provides a one year warranty for the majority of its Products. Based on the Group’s experience, the provision is deminimis. Projects: Revenues from Projects are recognized using the completed-contract method to determine the appropriate amount in a given period, as the Group is unable to produce reasonably dependable estimates due to involvement of many subcontractors and lack of transparency of prime contractors’ progress. Under the completed-contract method, costs are accumulated on the balance sheet until the contract is completed or substantially completed. Similarly, amounts billed to customers are also deferred until the contract is completed or substantially completed. To the extent that the amount of accumulated costs exceeds the amount of advance (or progress) payments received or billed by the Group, the excess should be reflected on the balance sheet as a current asset, separated from inventory. To the extent that the amount of advance (or progress) payments received or billed by the Group exceeds the amount of accumulated costs, the excess is reflected as a liability on the balance sheet. In instances where revenues are derived from sales of third-party vendors’ products or services, revenues are recognized on a gross basis and the related costs are recognized within cost of revenues when the Company has the following indicators for gross reporting: it is the primary obligor of the sales arrangements, it is subject to inventory risks of physical loss, has latitude in establishing prices, has discretion in suppliers’ selection and assumes credit risks on receivables from customers. SaaS Revenues: Our SaaS multiple-element arrangements are typically comprised of subscription and support fees from customers accessing our software and set-up fees. We do not provide the customer the contractual right to take possession of the software at any time during the hosting period under these arrangements. We recognize revenue for subscription and support services over the contract period originating when the subscription service is made available to the customer and the contractual hosting period has commenced. Usage based fees: Revenues are recognized in the period in which subscribers use the related services. |
Advertising costs | f. Advertising costs: Advertising costs are expensed as incurred. In 2016, 2015 and 2014, advertising expenses were $24 thousand, $26 thousand and $7 thousand, respectively. |
Related parties | g. Related parties: Related parties include the Controlling Shareholders and entities controlled by them. |
Fair value measurements | h. Fair value measurements: Fair value is defined as the price that would be received by selling an asset or paid to transfer a liability (i.e. the ‘exit price’) in an arms’ length transaction between willing market participants at the measurement date. The applicable financial accounting rules establish a hierarchy for inputs used in measuring fair value. The hierarchy is divided into three levels based on the reliability of inputs: Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Group has the ability to access. Level 2 - Valuations based on quoted prices in markets that are not active but for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The Group’s financial assets and liabilities as of December 31, 2016 and 2015 are measured based on Level 1 inputs. |
Inventory | i. Inventory: The inventory items consist of purchased systems and are stated at the lower of cost or market. Cost is determined using the First-In, First-Out method of inventory accounting. The valuation of inventory items requires the Group to make estimates regarding excess or obsolete inventories. During 2016 the Group recorded an inventory impairment of $201 thousand. The purchased systems are utilized typically for one of the following purposes: (A) Future projects, (B) Demo and (C) Spare parts for installed systems. The first utilization suggests that the systems should be classified as inventory while the second and third suggest it should be classified as property and equipment. In order to reflect those utilizations appropriately between the inventory and property and equipment line items, the Group performed an aggregated analysis which suggested that such systems should be classified as inventory for the first year from date of purchase, on such date tested for impairment and then classified to property and equipment and amortized for four years from that date, see also note 2j. for the amortization period. |
Property and equipment, net | j. Property and equipment, net: Property and equipment are stated at cost less accumulated depreciation and amortization. Upon the retirement or disposition of property and equipment, the related costs, accumulated depreciation and amortization are removed and any related gain or loss is recorded in the statements of comprehensive income (loss). Repairs and maintenance that do not extend the life or improve an asset are expensed in the periods incurred. The Group evaluates its property and equipment for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s estimated fair value. During 2016 the Group recorded software systems impairment of $114 thousand. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Useful life (years) Software systems (from classified date, see also note 2i.) 25 4 Vehicles 15 7 Leasehold improvements 10-20 5-10 Office furniture and equipment 7-10 10-14 Computers, electronics and related 15-33 3-7 |
Income tax | k. Income tax: Deferred tax asset and liability accounts’ balances are determined based on differences between the 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. The Group accounts for deferred tax on non- The Group applies the two-step approach in recognizing and measuring 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. |
Earnings (loss) per share | l. Earnings (loss) per share: The Group computes basic earnings or loss per share by dividing net income by the weighted-average number of ordinary shares outstanding during the period. However, consistent with the reverse merger accounting, the calculation of the weighted-average number of ordinary shares includes 24,582,874 shares (which include also 480,000 ordinary shares that were issued to ASM former shareholder upon exercise of its put option on its remaining ordinary shares of ASM) assumed to be outstanding as of January 1, 2013. Further, the outstanding shares subject to put options were excluded, consistent with the accounting treatment of a put option liability. Income (loss) per share assuming dilution (diluted earnings (loss) per share) would give effect to dilutive warrants and other potential ordinary shares outstanding during the period, considering the treasury stock method. The outstanding warrants were “out-of-the-money” and the issuance of the Net Income Shares was not probable at any given period and therefore excluded from the calculation. Basic and diluted earnings (loss) per ordinary share data were computed as follows: Year Ended December 31, 2016 2015 2014 Net income (loss) (U.S. dollar in thousands) (8,053 ) 14,753 3,122 Weighted-average ordinary shares outstanding - Basic and diluted 24,582,874 24,582,874 24,582,874 Earnings (loss) per ordinary basic and diluted (U.S. dollar) (0.33 ) 0.60 0.13 |
Contingencies | m. Contingencies: The Group is involved in various commercial, government investigation and other legal proceedings that arise from to time. The Group records accruals for these types of contingencies to the extent that the Group concludes their occurrence is probable and that the related liabilities are estimable. When accruing these costs, the Group will recognize an accrual in the amount within a range of loss that is the best estimate within the range. When no amount within the range is a better estimate than any other amount, the Group accrues for the minimum amount within the range. The Group records anticipated recoveries under existing insurance contracts that are virtually certain of occurring at the gross amount that is expected to be collected. Legal costs are expensed as incurred. |
Reclassification | n. Reclassification: Certain amounts in prior years’ consolidated financial statements have been reclassified to conform to the current year’s presentation. |
Recently Issued Accounting Pronouncement | o. Recently Issued Accounting Pronouncements: 1. Adopted in current period: In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial statements – Going concern (subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-14”). The new standard provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. ASU 2014-15 applies prospectively to annual periods ending after December 15, 2016, and to annual periods thereafter. The Company analyze the going concern issue according to that new accounting standard. 2. Not yet adopted in current period: In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09) “Revenue from Contracts with Customers”. ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption is permitted for annual reporting periods beginning after December 15, 2016. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has not yet selected a transition method. The Company is still finalizing the analysis to quantify the adoption impact of the provisions of the new standard. The FASB has issued, and may issue in the future, interpretive guidance which may cause the Company’s evaluation to change. Management believes that the Company is following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective the beginning of fiscal year 2018. In February 2016, the FASB issued ASU No. 2016-02, which supersedes the lease accounting guidance in ASC 840, Leases. The new guidance requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2018 with early adoption permitted. The amendments must be adopted using a modified retrospective approach. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13. This update replaces the incurred loss impairment methodology in current U.S. GAAP for recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, the guidance requires use of a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2019. Early adoption is permitted as of reporting periods beginning after December 15, 2018, including in interim periods. The amendments will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the amendments are effective. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15. This update addresses whether to present certain specific cash flow items as operating, investing or financing activities. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017. Early adoption is permitted. The amendments will be applied retrospectively to each period presented. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16. This update removes the current exception in US GAAP prohibiting entities from recognizing current and deferred income tax expenses or benefits related to transfer of assets, other than inventory, within the consolidated entity. The current exception to defer the recognition of any tax impact on the transfer of inventory within the consolidated entity until it is sold to a third party remains unaffected. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017, with early adoption permitted. The amendments will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18. This update provides guidance on the classification and presentation of changes in restricted cash or restricted cash equivalents in the statement of cash flows under Topic 230, Statement of Cash Flows. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017 with early adoption permitted. The amendments will be applied retrospectively to each period presented. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements |
Organization and Business Ope21
Organization and Business Operation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Business Operation [Abstract] | |
Schedule of net income shares based on achievement of specified net income targets | Number of Inc’s ordinary shares Fiscal year Net Income Controlling Shareholders Migdal ASM Former Shareholder Total 2015 $ 27,000,000 3,384,000 108,000 108,000 3,600,000 2016 $ 40,000,000 1,739,000 55,500 55,500 1,850,000 2017 $ 60,000,000 1,880,000 60,000 60,000 2,000,000 2018 $ 80,000,000 940,000 30,000 30,000 1,000,000 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of property and equipment depreciation rates and estimated useful lives | % Useful life (years) Software systems (from classified date, see also note 2i.) 25 4 Vehicles 15 7 Leasehold improvements 10-20 5-10 Office furniture and equipment 7-10 10-14 Computers, electronics and related 15-33 3-7 |
Schedule of basic and diluted earnings (loss) per ordinary share | Year Ended December 31, 2016 2015 2014 Net income (loss) (U.S. dollar in thousands) (8,053 ) 14,753 3,122 Weighted-average ordinary shares outstanding - Basic and diluted 24,582,874 24,582,874 24,582,874 Earnings (loss) per ordinary basic and diluted (U.S. dollar) (0.33 ) 0.60 0.13 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment, Net [Abstract] | |
Composition of property and equipment | December 31, 2016 2015 (U.S. dollar in thousands) Software Systems 1,105 - Vehicles 606 488 Leasehold improvements 355 474 Office furniture and equipment 121 123 Computers, electronics and related 13 314 Property and equipment 2,200 1,399 Less: accumulated depreciation and amortization 612 642 Property and equipment, net 1,588 757 |
Accumulated Costs with Respec24
Accumulated Costs with Respect to Projects in Excess of Progress Payments (Progress Payments in Excess of Accumulated Costs with Respect to Projects) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Progress Payments Of Accumulated Costs [Abstract] | |
Schedule of progress payments in excess of accumulated costs with respect to projects | December 31, 2016 2015 (U.S. dollar in thousands) Prepaid expenses 548 2,630 Advanced payments from customers (397 ) (3,649 ) Accumulated costs with respect to projects in excess of progress payments (progress payments in excess of accumulated costs with respect to projects) 151 (1,019 ) |
Revenue Broken by Region (Table
Revenue Broken by Region (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Revenue Broken by Region [Abstract] | |
Schedule of revenue composition | Year ended December 31, 2016 2015 2014 (U.S. dollar in thousands) Asia 9,230 8,373 5,973 Latin America 5,320 34,603 6,130 Europe 1,750 495 1,236 Israel (1) - 8,365 7,000 Africa - - 1,105 Other 208 315 - 16,508 52,151 21,444 (1) Sales in Israel in 2015 and 2014 include sales to Israeli integrators that have been sold to end users in Asia and Africa, which represented 16% and 33% of revenues during such periods, respectively. |
Genreal and Administrative Ex26
Genreal and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Genreal and Administrative Expenses [Abstract] | |
Schedule of general and administrative expenses | Year ended December 31, 2016 2015 2014 (U.S. dollar in thousands) Legal fees 3,849 36 17 Professional services fees 2,821 339 112 Settlement in connection in one of the legal proceedings (see note 8a1.) 1,664 - - Salaries and related 681 224 137 Fraud from an unrelated third party (see note 8e.) - 462 - Impairment of fixed assets 114 - - Office maintenance (including rent) 98 59 46 Others 435 197 157 9.662 1,317 469 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax [Abstract] | |
Schedule of income tax expenses (benefit) | Year ended December 31, 2016 2015 2014 (U.S. dollar in thousands) Current 32 3,446 95 Previous year 1,054 - - Deferred - (423 ) 995 Income tax expenses 1,086 3,023 1,090 |
Schedule of deferred income tax | December 31, 2016 2015 (U.S. dollar in thousands) Net and comprehensive loss 1,338 - Timing difference of expense in connection with the working capital received as part of the reverse merger 271 - Timing differences of expense in connection with employees benefits 42 - Deferred tax assets before valuation allowance 1,651 - Valuation allowance (1,651 ) - - - |
Schedule of reconciliation of income tax expenses | Year ended December 31, 2016 2015 2014 (U.S. dollar in thousands) Income (loss) before income tax (6,967 ) 17,776 4,212 Israeli corporate income tax rate 25 % 26.5 % 26.5 % Theoretical income tax expenses (benefit) (1,742 ) 4,711 1,116 Valuation allowance for deferred tax 1,109 - - Tax rates differences 725 (1,659 ) (63 ) Previous year 1,054 - - Other, net (60 ) (29 ) 37 Income tax expenses 1,086 3,023 1,090 |
Schedule of unrecognized tax benefits | Year ended December 31, 2016 2015 2014 (U.S. dollar in thousands) Balance at beginning of year - - - Increase as a result of tax position taken in prior period 1,054 - - Decrease due to settlement with the Israeli tax authorities (1,054 ) - - Balance at end of year - - - |
Organization and Business Ope28
Organization and Business Operation (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
2015 [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Net Income Target | $ | $ 27,000,000 |
Number of Inc's ordinary shares | 3,600,000 |
2015 [Member] | Controlling Shareholders [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 3,384,000 |
2015 [Member] | Migdal [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 108,000 |
2015 [Member] | ASM Former Shareholder [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 108,000 |
2016 [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Net Income Target | $ | $ 40,000,000 |
Number of Inc's ordinary shares | 1,850,000 |
2016 [Member] | Controlling Shareholders [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 1,739,000 |
2016 [Member] | Migdal [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 55,500 |
2016 [Member] | ASM Former Shareholder [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 55,500 |
2017 [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Net Income Target | $ | $ 60,000,000 |
Number of Inc's ordinary shares | 2,000,000 |
2017 [Member] | Controlling Shareholders [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 1,880,000 |
2017 [Member] | Migdal [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 60,000 |
2017 [Member] | ASM Former Shareholder [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 60,000 |
2018 [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Net Income Target | $ | $ 80,000,000 |
Number of Inc's ordinary shares | 1,000,000 |
2018 [Member] | Controlling Shareholders [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 940,000 |
2018 [Member] | Migdal [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 30,000 |
2018 [Member] | ASM Former Shareholder [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of Inc's ordinary shares | 30,000 |
Organization and Business Ope29
Organization and Business Operation (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization and Business Operation (Textual) | ||||
Escrow deposit | $ 11,900 | |||
Reverse merger transaction cost | 6,300 | |||
Restricted trust amount | 81,300 | |||
Conversion of stock, amount | $ 21,600 | |||
Conversion of stock, shares | 2,136,751 | |||
Transaction cost | $ 2,000 | |||
Accounts payable and accrued expenses | 145 | $ 70 | ||
Working capital | 19,000 | |||
Accumulated deficit | (8,861) | (808) | ||
Cash and cash equivalents | 11,840 | 25,829 | $ 11,709 | $ 376 |
Net loss | $ (8,053) | $ (511) | $ (11) | |
Controlling Shareholders [Member] | ||||
Organization and Business Operation (Textual) | ||||
Stock issued in reverse merger | 16,213,268 | |||
Equity interest in acquired | 63.00% | |||
Reverse merger, description | 1,173,267 ordinary shares that he received in the share exchange for an amount in cash equal to (1) (x) the number of shares being put multiplied by (y) $10.10 per share plus (2) his pro rata portion of interest, if any, on $11.9 million deposited into an escrow account by Inc to fund the payment of the purchase price for the put option if it is exercised. | |||
Service fees | $ 18,100 | |||
Migdal [Member] | ||||
Organization and Business Operation (Textual) | ||||
Stock issued in reverse merger | 480,000 | |||
Service fees | $ 1,200 | |||
Net income shares | 253,500 | |||
Reverse merger transaction cost | $ 4,300 | |||
ASM Former Shareholder [Member] | ||||
Organization and Business Operation (Textual) | ||||
Stock issued in reverse merger | 480,000 | |||
Equity interest in acquired | 16.00% | |||
Service fees | $ 900 | |||
Net income shares | 253,500 | |||
Commission percentage | 3.00% |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Software Systems [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Depreciation Rate (%) | 25.00% |
Property and Equipment, Useful life (years) | 4 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Depreciation Rate (%) | 15.00% |
Property and Equipment, Useful life (years) | 7 years |
Leasehold improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Depreciation Rate (%) | 10.00% |
Property and Equipment, Useful life (years) | 5 years |
Leasehold improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Depreciation Rate (%) | 20.00% |
Property and Equipment, Useful life (years) | 10 years |
Office furniture and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Depreciation Rate (%) | 7.00% |
Property and Equipment, Useful life (years) | 10 years |
Office furniture and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Depreciation Rate (%) | 10.00% |
Property and Equipment, Useful life (years) | 14 years |
Computers, electronics and related [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Depreciation Rate (%) | 15.00% |
Property and Equipment, Useful life (years) | 3 years |
Computers, electronics and related [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Depreciation Rate (%) | 33.00% |
Property and Equipment, Useful life (years) | 7 years |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | |||
Net income (loss) (U.S. dollar in thousands) | $ (8,053) | $ (511) | $ (11) |
Weighted-average ordinary shares outstanding - Basic and diluted | 24,582,874 | 24,582,874 | 24,582,874 |
Earnings (loss) per ordinary basic and diluted (U.S. dollar) | $ (0.33) | $ 0.60 | $ 0.13 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies (Textual) | |||
Advertising expense | $ 24 | $ 26 | $ 7 |
Weighted-average number of ordinary shares | 24,582,874 | 24,582,874 | 24,582,874 |
Shares issued to former shareholder included in computation of weighted-average number of ordinary shares | 480,000 | ||
Software systems impairment | $ 114 | ||
Inventory impairment | $ 201 |
Restricted Deposits (Details)
Restricted Deposits (Details) ₪ in Thousands, $ in Thousands | Dec. 31, 2016USD ($) | Dec. 31, 2016ILS (₪) | Dec. 31, 2015USD ($) |
Restricted Deposits (Textual) | |||
Restricted deposits | $ 1,758 | ₪ 6,760 | $ 325 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,200 | $ 1,399 |
Less: accumulated depreciation and amortization | 612 | 642 |
Property and equipment, net | 1,588 | 757 |
Software Systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,105 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 606 | 488 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 355 | 474 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 121 | 123 |
Computers, electronics and related [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 13 | $ 314 |
Accumulated Costs with Respec35
Accumulated Costs with Respect to Projects in Excess of Progress Payments (Progress Payments in Excess of Accumulated Costs with Respect to Projects) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Progress Payments Of Accumulated Costs [Abstract] | ||
Prepaid expenses | $ 548 | $ 2,630 |
Advanced payments from customers | (397) | (3,649) |
Accumulated costs with respect to projects in excess of progress payments (progress payments in excess of accumulated costs with respect to projects) | $ 151 | $ (1,019) |
Related Parties (Details)
Related Parties (Details) ₪ in Thousands, $ in Thousands | Aug. 02, 2016USD ($) | Dec. 31, 2011USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016ILS (₪) | Dec. 31, 2015USD ($) | Dec. 31, 2015ILS (₪) | Dec. 31, 2014USD ($) | Dec. 31, 2014ILS (₪) | May 30, 2016USD ($) | May 30, 2016ILS (₪) | Jan. 31, 2016USD ($) | Jan. 31, 2016ILS (₪) | Dec. 31, 2015ILS (₪) | Jun. 30, 2015USD ($) | Jun. 30, 2015ILS (₪) | Dec. 31, 2014ILS (₪) | Dec. 31, 2013USD ($) | Dec. 31, 2013ILS (₪) | Dec. 31, 2012USD ($) | Dec. 31, 2012ILS (₪) | Dec. 31, 2011ILS (₪) |
Related Parties (Textual) | |||||||||||||||||||||
Acquisition cost | $ 2,000 | ||||||||||||||||||||
Loans aggregated amount | $ 555 | $ 205 | |||||||||||||||||||
Compensation related expenses | 681 | $ 224 | 137 | ||||||||||||||||||
Repayment of debt | 600 | ||||||||||||||||||||
Employment agreements and compensation [Member] | |||||||||||||||||||||
Related Parties (Textual) | |||||||||||||||||||||
Gross salary | 31,200 | ₪ 120,000 | |||||||||||||||||||
Compensation related expenses | 928 | 3,562 | 125 | ₪ 487 | 113 | ₪ 405 | |||||||||||||||
Annual performance bonus | $ 93,600 | ₪ 360,000 | |||||||||||||||||||
Dividends [Member] | |||||||||||||||||||||
Related Parties (Textual) | |||||||||||||||||||||
Dividends paid | $ 2,833 | 11,000 | 125 | $ 3,404 | ₪ 13,277 | ₪ 42,825 | $ 6,251 | ₪ 23,560 | ₪ 474 | 300 | ₪ 1,140 | ₪ 10,760 | |||||||||
Income tax rate dividend percent | 15.00% | 20.00% | 20.00% | ||||||||||||||||||
Controlling Shareholders [Member] | |||||||||||||||||||||
Related Parties (Textual) | |||||||||||||||||||||
Description of acquired entity | Anatoly Hurgin owns 100% of Alan Ltd. ("Alan") which holds a 60% interest in Active Intelligence Labs Ltd. (Israel) ("AIL''). | Anatoly Hurgin owns 100% of Alan Ltd. ("Alan") which holds a 60% interest in Active Intelligence Labs Ltd. (Israel) ("AIL''). | |||||||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||||||||
Acquisition cost | $ 780 | 420 | |||||||||||||||||||
Interest rate | 3.30% | 3.30% | |||||||||||||||||||
Repayments of related party | $ 600 | ||||||||||||||||||||
Controlling Shareholders [Member] | Employment agreements and compensation [Member] | |||||||||||||||||||||
Related Parties (Textual) | |||||||||||||||||||||
Compensation related expenses | $ 2,600 | ₪ 10,000 | |||||||||||||||||||
Controlling Shareholders [Member] | Dividends [Member] | |||||||||||||||||||||
Related Parties (Textual) | |||||||||||||||||||||
Dividends paid | $ 1,163 | $ 817 | $ 4,260 | ₪ 16,400 | ₪ 4,523 | ₪ 2,350 | $ 231 | ₪ 1,379 | $ 197 | ₪ 894 |
Ordinary Shares and Warrants (D
Ordinary Shares and Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | |
Ordinary Shares and Warrants (Textual) | |||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | |
Ordinary shares, par value per share | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares issued | 25,756,142 | 25,276,142 | |
Ordinary shares, shares outstanding | 25,756,142 | 25,276,142 | |
Preferred shares, par value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Warrant [Member] | |||
Ordinary Shares and Warrants (Textual) | |||
Warrant issued | 8,577,125 | ||
Share price | $ 11.50 | ||
Warrants, Expiration date | Dec. 17, 2018 | ||
Warrant, Description | Inc may redeem the warrants in the event that the traded ordinary share price is at least $17.50 per share (for any 20 trading days within a 30-day trading period) on a "cashless basis". | ||
ASM Former Shareholder [Member] | |||
Ordinary Shares and Warrants (Textual) | |||
Ordinary shares, par value per share | $ 0.0001 | ||
Ordinary shares, shares issued | 480,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) ₪ in Thousands, $ in Thousands | Apr. 13, 2017 | Sep. 14, 2016USD ($) | Sep. 14, 2016ILS (₪) | Oct. 20, 2015USD ($) | Apr. 19, 2017USD ($) | Apr. 19, 2017ILS (₪) | Oct. 27, 2015USD ($) | Oct. 27, 2015ILS (₪) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016ILS (₪) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Commitment and Contigencies (Textual) | |||||||||||||
Received an excess amount | $ (1,664) | ||||||||||||
Lawsuit amount for registration fee | $ 1,300 | ₪ 5,000 | |||||||||||
Rent expenses | $ 125 | 128 | $ 114 | ||||||||||
Right and license term | 3 years | ||||||||||||
Percentage of net income | 50.00% | 50.00% | 50.00% | ||||||||||
Minimum annual sales | $ 10,000 | ||||||||||||
Percentage of penalty | 15.00% | ||||||||||||
Shortfall amount | $ 1,500 | ||||||||||||
Secure minimum sales and penalty | $ 125 | ||||||||||||
Prepayments in other current assets | $ 375 | ||||||||||||
Unauthorized outgoing transfer | $ 462 | ||||||||||||
Monthly payments | 1,500 | $ 375 | |||||||||||
Unaccrued provision amount | 381 | ||||||||||||
Shareholders suffered damages cost | 6,130 | ₪ 23,300 | |||||||||||
Subsequent event [Member] | |||||||||||||
Commitment and Contigencies (Textual) | |||||||||||||
Legal payments | $ 196,000 | ₪ 752,820 | |||||||||||
Legal settlement, percentage | 30.00% | ||||||||||||
5 Year Lease Agreement [Member] | |||||||||||||
Commitment and Contigencies (Textual) | |||||||||||||
Monthly rent | $ 7 | ₪ 25 | |||||||||||
Office space, expiring date | Nov. 30, 2017 | Nov. 30, 2017 | |||||||||||
2.5 year Lease Agreement [Member] | |||||||||||||
Commitment and Contigencies (Textual) | |||||||||||||
Monthly rent | $ 4 | ₪ 16 | |||||||||||
Office space, expiring date | Nov. 30, 2017 | Nov. 30, 2017 | |||||||||||
1 Year Lease Agreement [Member] | |||||||||||||
Commitment and Contigencies (Textual) | |||||||||||||
Monthly rent | $ 1 | ₪ 5 | |||||||||||
Lease renewed date | Aug. 15, 2015 | Aug. 15, 2015 | |||||||||||
Majority Shareholder [Member] | |||||||||||||
Commitment and Contigencies (Textual) | |||||||||||||
Final payment amount | $ 2,200 | ₪ 8,450 | |||||||||||
Received an excess amount | $ 2,120 | ₪ 8,142 | |||||||||||
Majority Shareholder [Member] | Subsequent event [Member] | |||||||||||||
Commitment and Contigencies (Textual) | |||||||||||||
Legal payments | $ 98,000 | ₪ 376,410 | |||||||||||
Legal settlement, percentage | 70.00% |
Revenue Broken by Region (Detai
Revenue Broken by Region (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Revenue Recognition, Milestone Method [Line Items] | ||||
Revenue | $ 16,508 | $ 52,151 | $ 21,444 | |
Asia [Member] | ||||
Revenue Recognition, Milestone Method [Line Items] | ||||
Revenue | 9,230 | 8,373 | 5,973 | |
Latin America [Member] | ||||
Revenue Recognition, Milestone Method [Line Items] | ||||
Revenue | 5,320 | 34,603 | 6,130 | |
Europe [Member] | ||||
Revenue Recognition, Milestone Method [Line Items] | ||||
Revenue | 1,750 | 495 | 1,236 | |
Israel (1) [Member] | ||||
Revenue Recognition, Milestone Method [Line Items] | ||||
Revenue | [1] | 8,365 | 7,000 | |
Africa [Member] | ||||
Revenue Recognition, Milestone Method [Line Items] | ||||
Revenue | 1,105 | |||
Other [Member] | ||||
Revenue Recognition, Milestone Method [Line Items] | ||||
Revenue | $ 208 | $ 315 | ||
[1] | Sales in Israel in 2015 and 2014 include sales to Israeli integrators that have been sold to end users in Asia and Africa, which represented 16% and 33% of revenues during such periods, respectively. |
Revenue Broken by Region (Det40
Revenue Broken by Region (Details Textual) | 12 Months Ended |
Dec. 31, 2016 | |
Israel [Member] | |
Revenue Broken by Region (Textual) | |
Revenue percentage, Description | Sales in Israel in 2015 and 2014 include sales to Israeli integrators that have been sold to end users in Asia and Africa, which represented 16% and 33% of revenues during such periods, respectively. |
Genreal and Administrative Ex41
Genreal and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Genreal and Administrative Expenses [Abstract] | |||
Legal fees | $ 3,849 | $ 36 | $ 17 |
Professional services fees | 2,821 | 339 | 112 |
Settlement in connection in one of the legal proceedings (see note 8a1.) | 1,664 | ||
Salaries and related | 681 | 224 | 137 |
Fraud from an unrelated third party (see note 8e.) | 462 | ||
Impairment of fixed assets | 114 | ||
Office maintenance (including rent) | 98 | 59 | 46 |
Others | 435 | 197 | 157 |
Total general and administrative expenses | $ 9,662 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Abstract] | |||
Current | $ 32 | $ 3,446 | $ 95 |
Previous year | 1,054 | ||
Deferred | (423) | 995 | |
Income tax expenses | $ 1,086 | $ (170) | $ (4) |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax [Abstract] | ||
Net and comprehensive loss | $ 1,338 | |
Timing difference of expense in connection with the working capital received as part of the reverse merger | 271 | |
Timing differences of expense in connection with employees benefits | 42 | |
Deferred tax assets before valuation allowance | 1,651 | |
Valuation allowance | (1,651) | |
Deferred tax |
Income Tax (Details 2)
Income Tax (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Abstract] | |||
Income (loss) before income tax | $ (6,967) | $ (681) | $ (15) |
Israeli corporate income tax rate | 25.00% | 26.50% | 26.50% |
Theoretical income tax expenses (benefit) | $ (1,742) | $ 4,711 | $ 1,116 |
Valuation allowance for deferred tax | 1,109 | ||
Tax rates differences | 725 | (1,659) | (63) |
Previous year | 1,054 | ||
Other, net | (60) | (29) | 37 |
Income tax expenses | $ 1,086 | $ (170) | $ (4) |
Income Tax (Details 3)
Income Tax (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Unrecognized tax benefits | |||
Balance at beginning of year | |||
Increase as a result of tax position taken in prior period | 1,054 | ||
Decrease due to settlement with the Israeli tax authorities | (1,054) | ||
Balance at end of year |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax (Textual) | |||||
Israeli corporate income tax rate | 25.00% | 26.50% | 26.50% | ||
Corporate income tax percentage | 25.00% | ||||
Withholding income tax percentage | 15.00% | ||||
Income tax rate reduced on preferred income generated percentage | 16.00% | ||||
Payaments of accrued tax provision | $ 1.1 | ||||
Description of income taxs | As part of the tax assessment for the three years ended December 31, 2014 as mentioned above, it was agreed that Company will be subject to a 14.6% (based on a blended tax rates) for the years 2015 and 2016 and a reduced tax rate, not yet determined (but up to 16%) in 2017 and thereafter. | ||||
Subsequent event [Member] | |||||
Income Tax (Textual) | |||||
Israeli corporate income tax rate | 23.00% | 24.00% |
Concentration Risk (Details)
Concentration Risk (Details) | 12 Months Ended | ||
Dec. 31, 2016CustomersVendors | Dec. 31, 2015CustomersVendors | Dec. 31, 2014CustomersVendors | |
Revenue [Member] | |||
Concentration Risk (Textual) | |||
Concentration risk, Percentage | 10.00% | ||
Revenue [Member] | Major Customers [Member] | |||
Concentration Risk (Textual) | |||
Concentration risk, Percentage | 79.00% | 91.00% | 83.00% |
Number of customers | Customers | 2 | 3 | 3 |
Cost of Revenues [Member] | |||
Concentration Risk (Textual) | |||
Concentration risk, Percentage | 10.00% | ||
Cost of Revenues [Member] | Major Vendors [Member] | |||
Concentration Risk (Textual) | |||
Concentration risk, Percentage | 72.00% | 70.00% | 79.00% |
Number of vendors | Vendors | 3 | 3 | 3 |