Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Ability Inc. |
Entity Central Index Key | 0001652866 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2019 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | true |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Common Stock, Shares Outstanding | 7,989,061 |
Entity Incorporation State Country Code | E9 |
Entity File Number | 333-206989 |
Entity Interactive Data Current | Yes |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 433 | $ 9,856 |
Restricted deposit for put option | 12,460 | 12,331 |
Accounts receivable | 1,950 | 1,996 |
Income tax receivable | 3 | |
Other receivables | 79 | 172 |
Total Current Assets | 14,922 | 24,358 |
NON-CURRENT ASSETS: | ||
Restricted deposit | 680 | |
Property and equipment, net | 599 | 1,016 |
Intangible asset, net | 698 | |
Right of use asset | 316 | |
Total Non-Current Assets | 2,293 | 1,016 |
Total Assets | 17,215 | 25,374 |
CURRENT LIABILITIES: | ||
Accrued payroll and other compensation related accruals | 433 | 188 |
Trade payables, accrued expenses and other accounts payable | 2,978 | 3,910 |
Related parties | 197 | |
Put option liability | 12,460 | 12,331 |
Accrued expenses and accounts payable with respect to Projects | 2,280 | 2,739 |
Progress payments in excess of accumulated costs with respect to projects | 1,352 | 2,490 |
Current maturity of lease liability | 138 | |
Total Current Liabilities | 19,838 | 21,658 |
NON-CURRENT LIABILITIES: | ||
Accrued severance pay | 63 | 167 |
Lease liability, net of current maturity | 179 | |
Total Non-Current Liabilities | 242 | 167 |
Total Liabilities | 20,080 | 21,825 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Ordinary shares $0.001 par value, 100,000,000 shares authorized, 7,989,061 and 6,304,677 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 8 | 6 |
Preferred shares $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 31, 2019 and 2018 | ||
Additional paid-in-capital | 33,025 | 31,704 |
Accumulated deficit | (35,898) | (28,161) |
Total Shareholders' Equity (Deficit) | (2,865) | 3,549 |
Total Liabilities and Shareholders' Equity | $ 17,215 | $ 25,374 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value per share | $ 0.001 | $ 0.001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 7,989,061 | 6,304,677 |
Ordinary shares, shares outstanding | 7,989,061 | 6,304,677 |
Preferred shares, par value per share | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, shares outstanding | ||
Preferred shares, shares issued |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Revenues | $ 1,885 | $ 539 | $ 2,972 |
Cost of revenues | 3,117 | 1,637 | 2,957 |
Gross profit (loss) | (1,232) | (1,098) | 15 |
Selling and marketing expenses | 1,535 | 2,569 | 3,033 |
General and administrative expenses | 4,818 | 6,503 | 6,016 |
Operating loss | (7,585) | (10,170) | (9,034) |
Financial expenses, net | 152 | 19 | 77 |
Net and comprehensive loss | $ (7,737) | $ (10,189) | $ (9,111) |
Loss per ordinary share - basic and diluted (U.S. dollars) | $ (1.09) | $ (3.45) | $ (3.71) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred shares | Ordinary Shares | Additional paid-in-capital | Accumulated deficit | Total | ||
Balance at Dec. 31, 2016 | $ 3 | $ 18,560 | $ (8,861) | $ 9,702 | |||
Balance, shares at Dec. 31, 2016 | 2,576,415 | ||||||
Net and comprehensive loss | (9,111) | (9,111) | |||||
Balance at Dec. 31, 2017 | $ 3 | 18,560 | (17,972) | 591 | |||
Balance, shares at Dec. 31, 2017 | 2,576,415 | ||||||
Issuance of ordinary shares and warrants, net of issuance costs | $ 3 | 11,596 | 11,599 | ||||
Issuance of ordinary shares and warrants, net of issuance costs, shares | 3,578,262 | ||||||
Issuance of restricted ordinary shares to employees | [1] | [1] | |||||
Issuance of restricted ordinary shares to employees, shares | 150,000 | ||||||
Payment on account of shares | 1,457 | 1,457 | |||||
Stock-based compensation in connection with restricted shares and options granted to employees and service provider | 91 | 91 | |||||
Net and comprehensive loss | (10,189) | (10,189) | |||||
Balance at Dec. 31, 2018 | $ 6 | 31,704 | (28,161) | 3,549 | |||
Balance, shares at Dec. 31, 2018 | 6,304,677 | ||||||
Issuance of ordinary shares and warrants, net of issuance costs | [1] | 3 | 3 | ||||
Issuance of ordinary shares and warrants, net of issuance costs, shares | 226,923 | ||||||
Stock-based compensation in connection with restricted shares and options granted to employees and service provider | 288 | 288 | |||||
Conversion of Significant Shareholders loans into ordinary shares | [1] | [1] | |||||
Conversion of Significant Shareholders loans into ordinary share, Shares | 452,852 | ||||||
Ordinary shares and warrants issued in connection with the purchase of Telcostar shares | $ 1 | 1,031 | 1,032 | ||||
Ordinary shares and warrants issued in connection with the purchase of Telcostar share, Shares | 354,609 | ||||||
Issuance of restricted ordinary shares to the Significant Shareholders | $ 1 | (1) | |||||
Issuance of restricted ordinary shares to the Significant Shareholders, Share | 700,000 | ||||||
Forfeited restricted ordinary shares granted to a former employee | [1] | [1] | |||||
Forfeited restricted ordinary shares granted to a former employee, Shares | (50,000) | ||||||
Net and comprehensive loss | (7,737) | (7,737) | |||||
Balance at Dec. 31, 2019 | $ 8 | $ 33,025 | $ (35,898) | $ (2,865) | |||
Balance, shares at Dec. 31, 2019 | 7,989,061 | ||||||
[1] | Less than $0.5 thousand |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (7,737) | $ (10,189) | $ (9,111) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 103 | 129 | 168 |
Amortization | 663 | 349 | 321 |
Capital (gain) loss from sale of property and equipment | 37 | (7) | 30 |
Stock-based compensation in connection with restricted shares and options granted to employees and service provider | 288 | 91 | |
Changes in operating assets and liabilities: | |||
Restricted deposits | (680) | 1,758 | |
Accounts receivable | 46 | (21) | 1,198 |
Inventory | (50) | ||
Other receivables | 94 | 2,179 | (1,773) |
Interest earned on restricted deposit for put option | 128 | ||
Accrued payroll and other compensation related accruals | 245 | 53 | (135) |
Trade payables, accrued expenses and other accounts payable | (932) | (146) | (896) |
Related parties | 197 | ||
Income tax payable | 3 | 159 | 73 |
Accrued expenses and accounts payable with respect to Projects | (459) | 198 | (2,193) |
Progress payments in excess of accumulated costs with respect to Projects (accumulated costs with respect to Projects in excess of progress payments) | (1,138) | 2,184 | 457 |
Accrued severance pay | (104) | (74) | (4) |
Total Adjustments | (1,637) | 5,094 | (918) |
Net cash used in operating activities | (9,374) | (5,095) | (10,029) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of Telcostar shares, net of cash acquired (Appendix A) | 5 | ||
Purchase of property and equipment | (141) | (123) | (187) |
Proceeds from sale of property and equipment | 84 | 74 | 124 |
Net cash used in investing activities | (52) | (49) | (63) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of shares and warrants, net of issuances costs | 3 | 11,599 | |
Proceeds received from a line of credit | 1,457 | ||
Repayment of a line of credit | (1,457) | ||
Payment on account of shares | 1,457 | ||
Due from the Significant Shareholders, net | 196 | ||
Net cash provided by financing activities | 3 | 13,056 | 196 |
Net change in cash and cash equivalents | (9,423) | 7,912 | (9,896) |
CASH, CASH EQUIVALENTS AT BEGINNING OF THE YEAR | 9,856 | 1,944 | 11,840 |
CASH, CASH EQUIVALENTS AT END OF THE YEAR | 433 | 9,856 | 1,944 |
Non-cash investing activity: | |||
Acquisition of Intangible asset against ordinary shares and warrants | 1,027 | ||
Cash paid during the years for: | |||
Interest and banks' charges | 15 | 128 | 18 |
Income tax | $ 3 | $ 3 | $ 7 |
Organization and Business Opera
Organization and Business Operation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATION | NOTE 1 - organization and business operation: a. General: Ability Inc. (the "Company" or "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 ("ACSI"), by way of a share exchange (the "Reverse Merger"), following which ACSI became INC's wholly-owned subsidiary. Upon the closing of the Reverse Merger, INC's ordinary shares and warrants began trading on the Nasdaq Stock Market under the symbols "ABIL" and "ABILW", respectively. INC's warrants were delisted on April 18, 2016 and since such date have been quoted on OTC Pink under the symbol "ABIWF". The Company's ordinary shares were delisted on December 27, 2019, and since then are quoted on the OTC Pink Open Market (the "OTC Pink"), under the symbol "ABILF". see Note 1.e.4. for additional information. On January 12, 2016 INC's ordinary shares were listed for trading on the Tel Aviv Stock Exchange. On January 15, 2019, The Company entered into a Stock Purchase Agreement (the "Telcostar Agreement"), with a third-party seller, pursuant to which we acquired Telcostar Pte. Ltd., a company incorporated in Singapore ("Telcostar"), through the purchase of all of its issued and outstanding shares. Telcostar's principal business is the development and licensing of the Ultimate Interception ("ULIN"). Immediately after the entry into the Telcostar Agreement, we completed the closing of Telcostar Agreement, and as a result, Telcostar became our wholly-owned subsidiary commencing January 15, 2019. The Company, ACSI, Ability Security Systems Ltd. ("ASM") and Telcostar are jointly defined as the "Group". b. The Reverse Merger: 1. ACSI's shareholders prior to the closing of the Reverse Merger, Anatoly Hurgin and Alexander Aurovsky, (the "Significant Shareholders") received in the Reverse Merger: 1,621,327 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 ACSI achieving certain net income targets following the Reverse Merger, as described below (the "Net Income Shares"), as consideration for their shares of ACSI. Furthermore, of the ordinary shares received, each of the Significant Shareholders have the right, on one occasion during the 60-day period following the third anniversary of the closing of the Reverse Merger, to put to INC all or part of his pro rata portion of 117,327 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) $101.0 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. The put option terms were updated subsequently, see Note 4 for additional information. 2. Migdal Underwriting and Business Initiatives Ltd. ("Migdal") received in the Reverse Merger: 48,000 ordinary shares of INC; $1.2 million in cash and up to 25,350 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 ACSI as its primary beneficiary, for $0.9 million in cash and a put option to sell his remaining holdings to INC in exchange for 48,000 of INC's ordinary shares and up to 25,350 Net Income Shares. The put option was exercised in January 2016. 4. ACSI'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 Significant Shareholders, Migdal and ASM Former Shareholder are entitled to receive Net Income Shares based on ACSI's achievement of specified net income targets in the fiscal years 2015 to 2018 as set out below: Number of the Company's ordinary shares Year Ended December 31, Net Income Significant Shareholders Migdal ASM Former Total 2015 $ 27,000,000 338,400 10,800 10,800 360,000 2016 $ 40,000,000 173,900 5,550 5,550 185,000 2017 $ 60,000,000 188, 000 6,000 6,000 200,000 2018 $ 80,000,000 94,000 3,000 3,000 100,000 In the event that INC fails to satisfy the net income target for any fiscal year but net income for such fiscal year is 90% or more of the net income target for such fiscal year, then INC is required to issue to the Significant Shareholders , Migdal and ASM Former Shareholder, the pro rata portion of Net Income Shares relating to the percentage achieved. The net income targets for all the years mentioned above was 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 213,676 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 Significant 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; $2.0 million was used to pay for the Company's Transaction Costs. The balance of $19.0 million was released to ACSI. 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 (the "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. ACSI exports from Israel certain products and components that are not subject to Israeli export control. ASM, a wholly-owned subsidiary of the Company, is an Israeli company registered with DECA as a certified exporter for the marketing and export of "controlled" products of Israeli origin, or "controlled" products that are exported from Israel. However, for the most part, ACSI's products are manufactured outside of Israel and therefore are not subject to the general provisions of the 2007 Law. Thus, ACSI strives to ensure that components of ACSI'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 ACSI or others under its responsibility. The interception systems that contain decryption capabilities of ACSI and ASM may be subject to the Decryption Regime and therefore have obtained necessary licenses thereunder. On March 17, 2019, the IMOD informed the Company that it has ordered the suspension of the licenses granted to ASM under the 2007 Law. In addition, on March 20, 2019, the IMOD decided to suspend the licenses which were granted to ASM and ACSI under the Order for the Supervision of Goods and Services (Engagement in Encryption Items), 1974. On March 26, 2019, the IMOD made public the existence of an investigation regarding regulatory matters. For additional information, see Note 10.a.9. e. Material events: 1. On February 21, 2018, the Significant Shareholders executed an irrevocable undertaking (the "Undertaking") for the benefit of the Group. According to the Undertaking, the Significant Shareholders agreed to make available to ACSI from, March 1, 2018, a $3.0 million line of credit or loan in favor of the Group. The Undertaking provided that the term of the line of credit or loan is to be for a period of no less than six months. The Undertaking further provided that at the end of the term of the line of credit or loan, the Company' Board of Directors (the "Board") will determine whether repayment of the line of credit or the loan will compromise the ability of the Group to meet its obligations during the twelve months following repayment. The Significant Shareholders undertook to renew the line of credit or extend the term of the loan on the same terms for an additional period of no less than six months in accordance with a resolution of the Board with respect to the necessity of the support of the Significant Shareholders. As a result, on April 11, 2018, ACSI obtained a six-month line of credit, secured by the Significant Shareholders, from an Israeli commercial bank in the amount of NIS 11.0 million (approximately $2.9 million based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), of which NIS 5.5 million (approximately $1.5 million based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) was drawn down (the "Outstanding Amount"). On January 10, 2019, the Group completed a conversion agreement (the "Conversion Agreement") with the Significant Shareholders, pursuant to which Messrs. Hurgin and Aurovsky transferred to the Group an amount in cash equal to the Outstanding Amount (the "Founders' Proceeds"), and the Group used the entire Founders' Proceeds in order to repay the amount outstanding under its line of credit in full. In return for the transfer of the Founders' Proceeds to the Group, the Company issued, in a private placement, to each of the Significant Shareholders 226,426 ordinary shares (452,852 ordinary shares in the aggregate) and five-year warrants to purchase 226,426 ordinary shares (452,852 ordinary shares in the aggregate) at an exercise price of $3.25. Simultaneously with the closing of the Conversion Agreement, the Undertaking was automatically terminated. Such conversion transaction was considered final prior to December 31, 2018 as all pending decisions and approvals were already obtained (as well as cash received) and the issuance of the ordinary shares and warrants were the only action that was completed subsequent to December 31, 2018, therefore, the Company recorded the conversion amount as 'Payment on account of shares' within the 2018 Consolidated Statement of Changes in Shareholders' Equity. 2. On August 16, 2018, the Company issued and sold 728,262 ordinary shares in a registered direct offering at $4.60 per share for aggregate gross proceeds of approximately $3.35 million, or $2.8 million, net of issuance costs. As part of the offering, the Company issued to the placement agent five-year warrants to purchase 54,620 ordinary shares at an exercise price of $5.75 per share. 3. On November 27, 2018, the Company sold to a single institutional investor 360,000 units, each unit consisting of one ordinary share and one five-year warrant to purchase one ordinary share, at a price of $3.25 per unit, and 2,716,923 pre-funded units, with each pre-funded unit consisting of one pre-funded warrant to purchase one ordinary share and one warrant to purchase one ordinary share, at a price of $3.24 per pre-funded unit, for aggregate gross proceeds of approximately $10.0 million, or approximately $8.8 million, net of issuance costs. As of December 31, 2018, an aggregate of 2,490,000 ordinary shares have been issued upon exercise of pre-funded warrants and an aggregate of 226,923 ordinary shares were issued upon exercise of the remaining pre-funded warrants during January 2019. As part of the offering, the Company issued to the placement agent five-year warrants to purchase 153,846 ordinary shares at an exercise price of $4.06 per share. 4. On January 12, 2018, the Company received a notification from the Staff of the Nasdaq Capital Market (the "Staff") that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1) due to our failure to maintain a Minimum Shareholders' Equity Requirement, or any alternatives to such requirement. In order to maintain our listing on the Nasdaq Capital Market, the Company submitted a plan of compliance addressing how the Company intended to regain compliance, which was accepted by the Staff on March 7, 2018. The Company had until July 11, 2018, to evidence compliance with the Minimum Shareholders' Equity Requirement. On July 12, 2018, the Company received a letter from the Staff indicating that the Company did not meet the Staff's July 11, 2018 deadline to regain compliance with Nasdaq Listing Rule 5550(b)(1) due to our failure to maintain a minimum of $2,500,000 in shareholders' equity or any alternatives to such requirement. As a result, the Company would have been subject to delisting on July 23, 2018 unless the Company requested a hearing before a Nasdaq Listing Qualifications Panel, or the Panel. On July 19, 2018, the Company requested a hearing before the Panel. On August 30, 2018, a hearing was held before the Panel at which the Company presented our plan of compliance and requested a further extension of time until November 30, 2018. On September 17, 2018, the Panel determined to continue the listing of our ordinary shares on Nasdaq subject to us having, on or before November 30, 2018, completed our compliance plan and regained compliance with the Minimum Shareholders' Equity Requirement and demonstrated to the satisfaction of the Panel that the Company can maintain compliance over the coming year. On November 28, 2018, the Company filed a Report on Form 6-K (the "Report") to announce the closing of a registered offering, pursuant to which the Company raised net proceeds of approximately $8.8 million, after deducting the estimated placement agent's fees and estimated offering expenses payable by the Company, and assuming full exercise of the pre-funded warrants issued in the Offering and excluding any proceeds from the exercise of warrants in the Offering. As a result, the Company believed it satisfied the minimum shareholders' equity requirement for continued listing on The Nasdaq Capital Market as of the date of the Report. Accordingly, the Panel has determined to continue the Company's listing on the Nasdaq, and the previously announced delisting proceedings were closed, and on December 11, 2018, the Company received a letter from Nasdaq notifying it that it regained compliance with the Equity Rule (the "Compliance Letter"). On August 2, 2019, the Company received a letter from the Staff indicating that the Company are not in compliance with the minimum bid price requirement set forth in Nasdaq's Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has an initial grace period of 180 calendar days, or until January 29, 2020 (the "Compliance Period"), to regain compliance with the minimum bid price requirement. On November 6, 2019, it received a determination letter from the Staff indicating that it did not comply with the Minimum Shareholders' Equity Requirement, or any alternatives to such requirement. The Staff indicated that Listing Rule 5815(d)(4)(B) does not permit an issuer that is deficient in stockholders' equity to present a plan of compliance to the Nasdaq Staff if such issuer has failed to comply with that provision within one year of a Panel determination of compliance. The Letter stated that since the Company is out of compliance with the Equity Rule within one year of the Compliance Letter, the Staff cannot allow the Company to submit a plan of compliance. As a result, the Company had until November 13, 2019 to request an appeal hearing with the Panel. The Company requested a hearing, which was held on December 12, 2019, at which the Company presented a plan of compliance and requested a further extension of time, but the Panel determined not to accept the Company's request. On December 23, 2019, the Nasdaq informed the Company that the Panel has determined to delist the Company's ordinary shares from the Nasdaq. As a result, the trading in the Company's shares were suspended at the open of business on December 27, 2019, and since then are quoted on the OTC Pink Open Market, operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities (the "OTC Pink"), under the symbol "ABILF". On January 3, 2020, the Company filed a Report on Form 6-K to announce the change of its reporting format due to the above mentioned. 5. On January 15, 2019, the Company purchased the shares of Telcostar and entered into a service agreement, see Note 10.c. for additional information. 6. On March 17, 2019, the IMOD informed the Company that it has ordered the suspension of the licenses granted to ASM under the 2007 Law. In addition, on March 20, 2019, the IMOD decided to suspend the licenses which were granted to ASM and ACSI under the Order for the Supervision of Goods and Services (Engagement in Encryption Items), 1974. The Company believes based on current information that the Company's expected revenue will not be affected by the IMOD's decision. For additional information, see Note 10.a.9. f. going concern As of December 31, 2019, the Company had an accumulated deficit of $35,898 thousand, cash and cash equivalents of $433 thousand and a net loss of $7,737 thousand for the year ended December 31, 2019. Due to the continued low revenues and continued significant legal and professional services fees, the Company has an accumulated deficit, suffered recurring losses, working capital deficit and has negative operating cash flow. The Company is under an investigation of the IMOD, which ordered a suspension of certain export licenses. Additionally, severe restrictions imposed by many countries on global travel as a result of the coronavirus disease of 2019 ("COVID-19") outbreak have impeded the Group's ability to complete the phase of the systems acceptances, refer to Note 15.a. for additional information. These matters, along with other reasons, which are described below, raise substantial doubt about the Company's ability to continue as a going concern. 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. Additionally, the Company plans to raise additional capital through the sale of equity securities or debt and settling certain of the lawsuits that are pending. There is no assurance however, that the Company will be successful in regaining profitability or obtaining the level of financing needed for its operations. If the Company is unsuccessful in generating additional revenue to support its operations or raising additional capital, it may need to further reduce activities, curtail or cease operations. The accompanying consolidated financial statements do not include any adjustments that might result relating to the recoverability and classification of the asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these risks and uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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 generally accepted accounting principles in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Group’s financial position, results of operations, changes in shareholders’ equity and cash flows for the periods presented. b. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries, ACSI, ASM and Telcostar. 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 loss as financial income or expenses, as appropriate. All amounts are presented in dollars, unless otherwise indicated, and are rounded to the nearest thousand. e. Revenue recognition: Effective January 1, 2018, the Group adopted a new accounting standard related to the recognition of revenue in contracts with customers. The Group did not have any material cumulative-effect adjustment as a result of the adoption of ASC 606. In addition, the adoption of ASC 606 did not have any material impact on the Group consolidated financial statement line items in the year of adoption. 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”). The Group determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer. ● Identification of the performance obligations in the contract. ● Determination of the transaction price. ● Allocation of the transaction price to the performance obligations in the contract. ● Recognition of revenue when, or as, the Group satisfies a performance obligation. As a general point, the Group applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Group assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Group then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Projects: Revenues from Projects are recognized along the project period, as applicable, and on a final acceptance date, once such acceptance is deemed substantive. Under such method, costs are accumulated on the balance sheet until final acceptance is received. Similarly, amounts billed to customers are also deferred until final acceptance is received. 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 is 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 Group has the following indicators for gross reporting: (i) it is the primary obligor of the sales arrangements; (ii) it is subject to inventory risks of physical loss; (iii) it has latitude in establishing prices; and (iv) it has discretion in suppliers’ selection and assumes credit risks on receivables from customers. Products and Services: Revenues from sales of Products of which the final acceptance of the product is specified by the customer, and the acceptance is deemed substantive, 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. The revenues are deferred until the acceptance criteria have been met. 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 de minims. SaaS Revenues: The Group’s SaaS multiple-element arrangements are typically comprised of subscription and support fees from customers accessing the Group’s software and set-up fees. The Group does not provide the customer the contractual right to take possession of the software at any time during the hosting period under these arrangements. Typically, the support and set up fees are incidental to the full arrangement. Accordingly, the Group recognizes revenue for subscription, support services and set up fees over the arrangement period originating when the subscription service is made available to the customer and the contractual hosting period has commenced. In arrangements that comprise of 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 the years ended December 31, 2019, 2018 and 2017, advertising expenses were $35 thousand, $69 thousand and $53 thousand, respectively. g. Related parties: Related parties include the Significant 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 Level 2 Level 3 The Group’s financial assets and liabilities as of December 31, 2019 and 2018 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 net realizable value. 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. The purchased systems are utilized typically for one of the following purposes: (i) future projects; (ii) demo; and (iii) 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 purchase date, on such date tested for impairment and then classified to property and equipment and amortized over four years from that date, see also section j. below 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 and accumulated depreciation and amortization are removed and any related gain or loss is recorded in the statements of operations and comprehensive 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. 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 section i. above) 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. Intangible assets, net: Intangible assets are stated at fair value of the equity instrument distributed, less accumulated amortization. Upon the retirement or disposition of Intangible assets, the related costs and accumulated amortization are removed and any related gain or loss is recorded in the statements of operations and comprehensive loss. Amortization is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rate: % Useful life (years) Intellectual property 33 3 l. Income taxes: 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-distributed income that are subject to income tax once distributed and when there is an intent to distribute them. 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. m. Accounting for stock-based compensation: The Group accounts for share based compensation in accordance with ASC No. 718, “Compensation - Stock Compensation” that requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company recognizes compensation expenses for the value of its awards granted based the guidance established in ASC No. 718. n. Loss per share: The Group calculates basic earnings or loss per share by dividing net income or loss by the weighted-average number of ordinary shares outstanding during the year. However, the outstanding shares subject to put options were excluded, consistent with the accounting treatment of a put option liability. Potential ordinary shares are included in the computation of diluted earnings per share when their conversion decreases earnings per share from continuing operations. Basic and diluted loss per ordinary share data were computed as follows: Year Ended December 31, 2019 2018 2017 Net loss (U.S. dollars in thousands) $ (7,737 ) $ (10,189 ) $ (9,111 ) Weighted-average ordinary shares outstanding - basic and diluted 7,096,266 2,956,908 2,459,088 Loss per ordinary basic and diluted (U.S. dollars) $ (1.09 ) $ (3.45 ) $ (3.71 ) o. Contingencies: The Group is involved in various commercial, government investigation and other legal proceedings that arise from time 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. p. leases: The Group adopted the new accounting standard ASC 842 “Leases” and all the related amendments on January 1, 2019 and used the effective date as The Group’s date of initial application. The Group determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, The Group classifies the lease as a finance lease. Otherwise, The Group classifies the lease as an operating lease. When determining lease classification, The Group’s approach in assessing two of the mentioned criteria: (i) generally, 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) generally, 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets. ROU assets represent The Group’s right to use an underlying asset for the lease term and lease liabilities represent The Group’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Group uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. For finance leases, The Group recognizes interest on the lease liability separately from amortization of the ROU assets in the statement of comprehensive income. For operating leases, lease expenses are recognized on a straight-line basis over the lease term. The new standard also provides practical expedients for an entity’s ongoing accounting. The Group elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, The Group does not recognize ROU assets or lease liabilities, including ROU assets or lease liabilities for existing short-term leases of assets in transition, but recognizes lease expenses over the lease term on a straight line basis. q. Recently Issued Accounting Pronouncements: Adopted in the current period: 1. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a financial or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The new guidance is effective for all periods beginning after December 15, 2018. The Group adopted this guidance commencing January 1, 2019 and as a result recorded Right of use asset, current and non-current lease liabilities within its consolidated balance sheet as of December 31, 2019. 2. In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07. This ASU supersedes ASC 505-50, Equity - Equity-Based Payments to Non-Employees, and expands the scope of ASC 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most of the guidance in Topic 718 associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to nonemployee share-based payment arrangements. Entities should apply the amendments on a modified retrospective basis, through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the ASU is adopted, for all: 1. Liability-classified nonemployee awards that have not been settled as of the adoption date and 2. Equity-classified nonemployee awards for which a measurement date has not been established. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted for periods in which financial statements have not yet been issued. The Group did not have any material cumulative-effect adjustment as a result of the adoption of (ASU) No. 2018-07. In addition, the adoption of (ASU) No. 2018-07. did not have any material impact on the Group consolidated financial statement line items in the year of adoption. Not yet adopted in the current period: 3. In June 2016, the FASB issued Accounting Standards Update (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 to use 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 Group is currently evaluating the effects of this guidance will have on its consolidated financial statements. 4. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to The Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. This standard is effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those annual reporting periods, with early adoption permitted. Since the standard affects only disclosure requirements, The Group do not expect the adoption of the standard to have an impact on its consolidated financial statements. |
Restricted Deposit, Net
Restricted Deposit, Net | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Restricted DEPOSIT, NET | NOTE 3 – The restricted deposit presented as part of the non-current assets as of December 31, 2019, is restricted in an account controlled by the Israeli Police ("IP") pursuant to the investigation that is subject to a gag order, as reported by the Group on September 16,2019. This amount of NIS 2.35 million (approximately $680 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) represents the remaining amount in the account controlled by the IP as of December 31, 2019 after the IP allowed the group to withdraw an amount of NIS 3.0 million (approximately $868 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) from the account, in order to continue the Group's operations. During March 2020, the IP approved the Group an additional withdrawal which was utilized from the restricted account, for the same purpose as the previous one. Both withdrawals aggregate to a total of NIS 4.5 million (approximately $1,302 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) and should be returned to the IP in four monthly instalments (the first one in the amount of NIS 1.5 million and three following payments in the amount of NIS 1.0 million each, approximately $434 thousand and $289 thousand, respectively based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) commencing once an anticipated first payment from one of the Groups customers is made. On March 1, 2020 in order to secure both withdrawals, ACSI and ASM granted the IP a lien on one of ACSI's outstanding accounts receivable balance aggregated to $1,950 thousand (such accounts receivable balance was also mentioned in the concentration risk Note, refer to Note 14.c. for additional information). As of the date of this report, the Group has collected only an insignificant partial amount of the anticipated first payment and therefore, was not obligated to repay any of the outstanding withdrawals. |
Restricted Deposit for Put Opti
Restricted Deposit for Put Option | 12 Months Ended |
Dec. 31, 2019 | |
Restricted Deposits [Abstract] | |
RESTRICTED DEPOSIT FOR PUT OPTION | NOTE 4 - Restricted DEPOSIT for put option: Regarding the restricted deposit in connection with the put option provided to the Significant Shareholders, on November 13, 2017, the Company, the Significant Shareholders and the Bank Leumi Le-Israel Trust Company Ltd., as escrow agent entered into an amendment (the "Amendment") to the escrow agreement among such parties dated December 23, 2015, the terms of such escrow agreement are presented in Note 1.b.1. Pursuant to the Amendment, the Put Option Period commenced on January 1, 2019 and ends on March 1, 2021. On October 31, 2018 and February 19, 2019, the Significant Shareholders undertook not to exercise their put options in whole or in part during the period from January 1, 2019 and May 1, 2019. Subsequently, on March 31, 2019, the Significant Shareholders undertook not to exercise their put options in whole or in part during the period from May 2, 2019 and October 31, 2019. Subsequently, on August 17, 2019 and August 20, 2019 The Significant Shareholders undertook not to exercise their put options in whole or in part during the period from November 1, 2019 and January 1, 2021 or until the date on which the Litigation against the Significant Shareholders is dismissed or resolved, whichever is earlier. On September 15, 2019 the deposit was frozen by the IP. The frozen assets are associated with the investigation, subject to a gag order, which was reported by the group on September 16, 2019. The increase relates to accrued interest recognized during 2019. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 - Property and Equipment, Net: Composition: December 31, 2019 2018 (U.S. dollars in thousands) Cost: Software Systems $ 1411 $ 1,411 Vehicles 456 538 Leasehold improvements 347 347 Office furniture and equipment 122 122 Computers, electronics and related 13 13 $ 2,349 $ 2,431 Less: accumulated depreciation and amortization 1,750 1,415 Property and equipment, net $ 599 $ 1,016 The depreciation and amortization recorded by the Group amounted to $437 thousand, $478 thousand and $489 thousand in the years ended December 31, 2019, 2018 and 2017, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 6 – INTANGIBLE ASSETS, Net: Composition: December 31, 2019 2018 (U.S. dollars in thousands) Cost: Intellectual property $ 1,027 $ - Less: accumulated amortization 329 - Intangible assets, net $ 698 $ - The amortization recorded by the Group amounted to $329 thousand, $0 and $0 in the years ended December 31, 2019, 2018 and 2017, respectively. |
Progress Payments in Excess of
Progress Payments in Excess of Accumulated Costs With Respect to Projects | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Costs with Respect to Projects in Excess of Progress Payments [Abstract] | |
PROGRESS PAYMENTS IN EXCESS OF ACCUMULATED COSTS WITH RESPECT TO PROJECTS | NOTE 7 - Progress payments in excess of accumulated costs with respect to Projects: a. Composition: December 31, 2019 2018 (U.S. dollars in thousands) Advanced payments from customers $ 2,606 $ 4,488 Accumulated costs (1,254 ) (1,998 ) Progress payments in excess of accumulated costs with respect to projects $ 1,352 $ 2,490 b. Contract assets and liabilities table: The following table presents changes in the Group's contract assets and liabilities during the years ended December 31, 2019 and 2018: Balance at beginning of year Additions Deductions Balance at end of year (U.S. Dollar in thousands) Year ended December 31, 2018: Advanced payments from customers $ 853 $ 3,997 $ (362 ) $ 4,488 Accumulated costs (547 ) (1,718 ) 267 (1,998 ) Progress payments in excess of accumulated costs with respect to projects / (Accumulated costs with respect to Projects in excess of progress payments) $ (151 ) $ 2,279 $ (95 ) $ 2,490 Year ended December 31, 2019: Advanced payments from customers $ 4,488 $ 750 $ (2,632 ) $ 2,606 Accumulated costs (1,998 ) (293 ) 1,037 (1254 ) Progress payments in excess of accumulated costs with respect to projects $ 2,490 $ 457 $ (1,595 ) $ 1,352 c. Revenues as a result of changes in the contract asset and the contract liability balances: During the years ended December 31, 2019, 2018 and 2017, the Group recognized the following revenues as a result of changes in the contract asset and the contract liability balances in the respective periods: Year Ended December 31, 2019 2018 2017 (U.S. dollars in thousands) Revenue recognized in the year from amounts included in the contract liability at the beginning of the year $ 1,713 $ 253 $ 397 During the year ended December 31, 2019, the Group engaged in a few significant purchase orders for ULIN sales and are currently in the process of completing an additional project. Customer advances, net of associated expenses of one of the projects were recorded during the year ended December 31, 2019 as a deduction to the general and administration expenses due to its nature, refer also to Note 12. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 8 - Related Parties: a. Related parties' employment agreements and compensation: 1. The Group entered into employment agreements with each of its two Significant Shareholders. One of the Significant Shareholders is the Chairman of the Board and the Chief Executive Officer and the other is a member 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 monthly salary is NIS 120 thousand (approximately $34 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) commencing on January 1, 2016; however, each of the executives agreed to a temporary 50% reduction in their salaries, effective from May 2017 through December 2018. 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 NIS 360 thousand (approximately $96 thousand based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) based on annual performance goals agreed upon by the Group and the executive. These performance goals were not met for the years ended December 31, 2018 and 2017, and therefore no performance bonus was recorded or paid. This type of bonus was effective up to December 31, 2018, commencing January 1, 2019, each of Mr. Hurgin and Mr. Aurovsky were entitled to a bonus, subject to the approval of the Company's Board, in an amount equal to the higher of: (i) 2% of the Company's consolidated gross profit, or (ii) 4% of the Company's consolidated EBITDA, in each case, based on the Company's annual audited consolidated financial statement. In the event the Company recognizes a loss and a negative EBITDA in a specific year, then, to the extent an executive is entitled to a bonus in an amount equal to 2% of the gross profit, such bonus (if applicable) will be paid through the issuance of ordinary shares. These performance goals were not met for the years ended December 31, 2019 and therefore no performance bonus was recorded or paid. Each employment agreement may be terminated by the Group 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 Group, by resolution of the Company's Board, may terminate the employment agreements at any time by a written notice with cause (as defined in the employment agreements). 2. The Significant Shareholders compensation related expenses in the years ended December 31, 2019, 2018 and 2017 amounted to NIS 3,450 thousand (approximately $998 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), NIS 1,767 thousand (approximately $471 thousand based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) and NIS 2,391 thousand (approximately $690 thousand based on the exchange rate of $1.00 / NIS 3.467 in effect as of December 31, 2017), respectively. 3. The Significant Shareholders salaries commencing September 2019 were not paid by the Company as of the date of this report due to financial difficulties but were accrued for. The net amount to be paid and the remaining associated expense accrued for were recorded within the 'Related parties' and the 'Accrued payroll and other compensation related accruals' line items as part of the consolidated balance sheet as of December 31, 2019. 4. Refer to Note 1.e.1. for the Undertaking provided by the Significant Shareholders which was subsequently converted into the Company's shares and warrants. 5. On April 17, 2019, the Company issued evenly 350,000 restricted ordinary shares to each of Mr. Hurgin and Mr. Aurovsky, see Note 9.c.2. for additional information 6. On August 6, 2019, our board of directors approved indemnification of Mr, Hurgin and Mr. Aurovsky of $250 thousand. On November 13, 2019 Mr. Hurgin advanced through one of his wholly owned companies $100 thousand for legal fees in respect of the motion to dismiss the SEC civil complaint against the Significant Shareholders. As the Company's board of directors approved indemnification for such litigation for up to $250 thousand. The amount advanced by Mr. Hurgin was accrued and recorded within the 'Related parties' line item as part of the consolidated balance sheet as of December 31, 2019. Refer to note 10.a.8 for additional information. |
Ordinary Shares, Preferred Shar
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
ORDINARY SHARES, PREFERRED SHARES, WARRANTS, RESTRICTED SHARES AND OPTIONS | NOTE 9 - ORDINARY SHARES, PREFERRED SHARES, WARRANTS, RESTRICTED SHARES AND OPTIONS: a. Ordinary shares: The share capital as of December 31, 2019 and December 31, 2018 is composed of ordinary shares of $0.001 par value and preferred shares of $0.0001 par value, as follows: Number of shares Number of shares Authorized Issued and outstanding Authorized Issued and outstanding December 31, 2019 December 31, 2018 Ordinary shares 100,000,000 7,989,061 100,000,000 6,304,677 Preferred shares 5,000,000 - 5,000,000 - On December 27, 2017, the Company implemented a 1-for-10 consolidation of its ordinary shares with a market effective date of March 23, 2018. The effect of such consolidation was applied retrospectively for all the amount of shares, warrants, related par value and others presented in this note and elsewhere in the consolidated financial statements. b. Warrants: 1. Since its inception, Cambridge issued 855,744 warrants which were assumed by the Company in the merger. Each warrant entitles its holder to purchase one ordinary share at a price of $115.00 and expired on December 17, 2018. 2. On August 16, 2018, the Company issued warrants to purchase 54,620 ordinary shares in connection with a financing round; such warrants were classified within the Company’s equity due to the nature of their rights. See Note 1.e.2. for additional information. 3. On November 17, 2018, the Company issued warrants to purchase an aggregate of 3,230,769 ordinary shares in connection with a financing round; such warrants were classified within the Company’s equity due to the nature of their rights. See Note 1.e.3. for additional information. 4. On January 10, 2019, the Company issued warrants to purchase an aggregate of 452,852 ordinary shares in connection with the Conversion Agreement. Such warrants were classified within the Company’s equity due to the nature of their rights. See Note 1.e.1. for additional information. 5. On January 15, 2019, the Company issued warrants to purchase 300,000 ordinary shares in connection with the purchase of Telcostar. Such warrants were classified within the Company’s equity due to the nature of their rights. See Note 10.c. for additional information. c. Restricted ordinary shares: 1. On December 24, 2018, the Company issued 150,000 restricted ordinary shares to certain employees of the Group (on the date of issuance, the closing price of the ordinary shares of the Company was $1.59). The restricted ordinary shares vest in three equal installments on each of January 17, 2019, January 17, 2020 and January 17, 2021, subject to the executive’s continued service with the Group through the applicable vesting date. On a “change of control” (as defined in the 2015 Long-Term Equity Incentive Plan), the restricted ordinary shares will vest immediately prior to such change of control, subject to the executive’s continued service to the Group through the date of the change of control. The Company terminated the employment agreements of two of those employees as follows: one in May 2019 and the second one March 2020. The unvested portion as of the termination dates were 50,000 restricted ordinary shares and 16,667 restricted ordinary shares, respectively. 2. On April 17, 2019, the Company issued evenly 350,000 restricted ordinary shares to each of Mr. Hurgin and Mr. Aurovsky (on February 17, 2019, the date the Board approved such issuance, the closing price of the ordinary shares of the Company was $1.91). The restricted ordinary shares vest in three equal installments on each of January 13, 2022, January 13, 2023 and January 13, 2024, subject to the executive’s continued service with the Group through the applicable vesting date. On a “change of control” (as defined in the 2015 Long-Term Equity Incentive Plan), the restricted ordinary shares will vest immediately prior to such change of control, subject to the executive’s continued service to the Group through the date of the change of control. d. Options: 1. On December 24, 2018, the Company granted 25,000 options to purchase 25,000 ordinary shares with an exercise price of $0.001 to one of the Group service providers. The options vest in three equal installments on each of January 17, 2019, January 17, 2020 and January 17, 2021, subject to the service provider continued providing service to the Group through the applicable vesting date. On a “change of control” (as defined in the 2015 Long-Term Equity Incentive Plan) the options will vest as of immediately prior to such change of control, subject to the executive’s continued service to the Company through the date of the change of control. 2. On February 17, 2019, the Company’s Board resolved to increase the number of shares authorized for issuance under the 2015 Long-Term Equity Incentive Plan by an additional 1,668,887 shares. 3. A summary of the Company’s stock option activities and related information for the year ended December 31, 2019, is as follows: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2018 25,000 $ 0.001 9.05 $ 39,725 Outstanding as of December 31, 2019 25,000 $ 0.001 8.05 $ 39,725 Exercisable as of December 31, 2019 - $ - - $ - e. Stock based compensation: The Stock based compensation in connection with restricted shares and options granted to the Group employees and service provider amounted to $288 thousand, $91 thousand and $0 in the years ended December 31, 2019, 2018 and 2017, respectively, and were recorded as follows: Year Ended December 31, 2019 2018 2017 (U.S. dollars in thousands) Selling and marketing expenses $ 84 $ 52 $ - General and administrative expenses 110 39 - Cost of revenues 94 39 - $ 288 $ 91 $ - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 - commitments and contingencies: a. Legal proceedings: 1. Re. Ability, Inc. Securities Litigation In 2016, a purported class action lawsuit, captioned In re Ability Inc. Securities Litigation, Master File No. 16-cv-03893-VM (S.D.N.Y) was filed against the Company, Anatoly Hurgin, Avi Levin, Benjamin Gordon, and BDO Ziv Haft in the Southern District of New York in the United States. The complaint asserts claims pursuant to Section 10(b) and 20(a) of the Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated thereunder on behalf of a putative class of all purchasers of the Company's ordinary shares between September 8, 2015 and April 29, 2016. The complaint broadly alleges that certain of the Company's public statements were false, and that the Company 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 the Company, Anatoly Hurgin and Avi Levin in the Southern District of New York in the United States (the "NY Class Action"). Plaintiffs Ametren L.P. and Theodore Zwicker were appointed co-lead plaintiffs. The Second Amended Consolidated Complaint asserted claims pursuant to Section 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder on behalf of a putative class of all purchasers of the Company's ordinary shares between September 8, 2015 and April 29, 2016. The complaint broadly alleges that the Company'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 Company's 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 the Company's former director, Benjamin Gordon and the Company's auditor, 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 Benjamin Gordon, a claim pursuant to Section 11 of the Securities Act against the Company, BDO Ziv Haft and Messrs. Hurgin and Benjamin Gordon, and a claim pursuant to Section 15 of the Securities Act against Messrs. Hurgin, Levin and Benjamin Gordon on behalf of a putative class of all purchasers of the Company's ordinary shares between September 8, 2015 and April 29, 2016. The complaint did not specify the amount of damages sought. On April 25, 2018, the parties reached an agreement (and signed a Stipulation and Agreement of Settlement) to settle all of the claims in the action, pending approval by the Court. The settlement provided for an aggregate settlement payment of $3.0 million, which includes all plaintiffs' attorneys' fees and expenses, as well as any other class notice and administrative fees related to the resolution of the NY Class Action. The settlement included the dismissal of all claims against the Company and the named individuals in the action. $250,000 of the $3.0 million settlement amount would be funded by the Company and the remaining $2.75 million would be funded with the Company's insurance proceeds or contributed by other defendants. On September 14, 2018, the court granted final approval to the settlement, overruling the one objection that was filed. The approval of the settlement (and entry of judgment thereon) caused the dismissal of all claims against the Company and the named individuals in the NY Class Action. On September 17, 2018, the objector whose objection was overruled, Brian Levy, filed a notice of appeal to the United States Court of Appeals for the Second Circuit. On March 8, 2019, Brian Levy filed a stipulation, executed by all parties to the appeal, withdrawing the appeal with prejudice. On March 18, 2019, the Appellate Court so-ordered the stipulation. On June 26, 2019, the Court entered an Order granting plaintiffs' unopposed Motion for Entry of a Class Distribution Order, seeking, among other relief, an order authorizing distribution of the settlement fund to authorized claimants. In connection with the entry into of the settlement of the NY Class Action, the Company entered into an agreement with its insurer (the "Discharge Agreement") pursuant to which the Company agreed to discharge the insurer from liability with respect to any U.S. claims (excluding the Ladragor Litigation in Israel) in consideration for an aggregate settlement amount of $5.0 million, of which $2.5 million is to be used for settlement of the New York Class Action Litigation and the remaining amount is to be used to cover various defense and legal costs. Accordingly, no insurance proceeds will be available for any U.S. claims other than with respect to the settlement of the NY Class Action. The Company did not record any provision with respect to this litigation. 2. Pottash Litigation On December 13, 2016, a complaint, captioned Pottash v. Benjamin Gordon et. al., Case No. 50-2016-CA-013823, was filed in the 15th Circuit, Palm Beach County, Florida in the United States, against the Company, its 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. On January 23, 2017, the plaintiff filed an amended complaint. On March 2, 2017, the Company filed a motion to dismiss all of the claims asserted against it in the amended complaint. On the same day, Benjamin Gordon and BG Strategic Advisors also filed motions seeking the dismissal of the amended complaint in its entirety. On November 27, 2017, the plaintiff filed a second amended complaint against the Company, Benjamin Gordon and Jonathan Morris. The complaint alleges violations of Florida State securities laws, common law fraud, negligent misrepresentation and conspiracy. On January 17, 2018, the Company filed a motion to dismiss seeking the dismissal of all claims asserted against it on various legal grounds. The co-defendants also filed motions seeking dismissal of the second amended complaint. Based on the arguments for dismissal, the plaintiff elected to amend the allegations and the plaintiff filed his third amended complaint on August 17, 2018. The Company then filed its motion to dismiss directed at the third amended complaint on October 1, 2018. The Court held a hearing on the Company's motion to dismiss, granted the Company's motion to dismiss without prejudice, and provided the plaintiff with the opportunity to file a further amended complaint. Thereafter, the plaintiff filed his fourth amended complaint on March 14, 2019, and the Company filed a motion to dismiss the fourth amended complaint. On May 21, 2020, the Court entered an order denying the Company's motion to dismiss, in part, and deferring ruling, in part. The Company is the process of preparing supplemental briefing in connection with the motion to dismiss as requested by the Court, and the Company intends to continue vigorously defend against this action. Given that these proceedings are in the preliminary stage, the timing or outcome of this matter cannot be predicted at this time. ACSI recorded a provision of $200,000 as of December 31, 2019, for this litigation along with the Hammel litigation, see 10.a.3. below, even though, the Company intends to vigorously defend against this action. 3. Hammel Litigation On January 19, 2018, a complaint, captioned Hammel v. Benjamin Gordon et. al (Case No. 50-2018-CA-000762-MB-AG), was filed in the 15th Circuit, Palm Beach County, Florida in the United States, against the Company, Benjamin Gordon and Jonathan Morris. The complaint alleges that the defendants, through a series of misrepresentations and omissions, induced the plaintiff, Robert Hammel, to invest in the stock of Cambridge. Plaintiff alleges to have lost more than $1.6 million due to the defendants' conduct. In a summons issued in February 26, 2018, the Company was also named as one of the defendants. The Company filed a motion to dismiss the complaint. Based on the arguments for dismissal, the plaintiff elected to amend the allegations and the plaintiff filed his third amended complaint on August 17, 2018. The Company filed our motion to dismiss directed at the third amended complaint on October 1, 2018, and the Company intends to vigorously defend against this action. Given that these proceedings are in the preliminary stage, the timing or outcome of this matter cannot be predicted at this time. ACSI recorded a provision of $200,000 as of December 31, 2019 for this litigation along with the Pottash litigation, see 10.a.2. above, even though, the Company intends to vigorously defend against this action. 4. Patent Infringement Litigation On October 27, 2015, ACSI received a notice alleging that its GSM interception and decryption systems allegedly fall within the claims of an Israeli patent owned by the claimant. The notice demands an accounting of all such products manufactured, exported, sold or otherwise commercialized by ACSI and/or any entity on its behalf. On November 12, 2015, a lawsuit, captioned Dr. Elad Barkan et al. v. Ability Computer & Software Industries Ltd. et al. C.C. 29551-11-15, alleging patent infringement, violation of a non-disclosure agreement, trade secret misappropriation and unjust enrichment, was filed with the Central District Court in Israel by a company and an individual originally against ACSI and the Significant Shareholders. The amount sought in the lawsuit for court fee purposes is NIS 5.0 million (approximately $1.4 million based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), however the plaintiffs have not yet quantified the amount of the compensation demanded. Furthermore, the plaintiffs demanded to immediately cease any infringement of the patent as well as any further use of the claimed technology, including the further manufacture, export, sale or marketing of the alleged infringing products. On April 5, 2016, ACSI and the Significant Shareholders filed a statement of defense. On May 23, 2016, the plaintiffs filed a petition to add the Company, Ability Limited, a company wholly-owned by Anatoly Hurgin, and ASM as defendants and to amend the statement of claim. 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 application of the original defendants 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. On August 23, 2017, the Deputy Patent Registrar decided to reject the revocation application, and on August 28, 2017 the plaintiffs informed the court of the deputy registrar's decision, and requested to resume the proceedings and instruct the original defendants (ACSI and the Significant Shareholders) to file their response to the petition to join the Company, Ability Limited and ASM as defendants (a response was filed on September 25, 2017, and a rejoinder was filed by the plaintiffs on October 22, 2017). On December 25, 2017, the original defendants filed a petition to order the plaintiffs to deposit a guarantee as security for costs of the trial. A second pre-trial hearing was held on January 17, 2018, in which the court decided that the plaintiffs were allowed to amend the statement of claim without having the consent either of the original defendants or the Company, Ability Limited and ASM to the content of the amended statement of claim, and without waiving the right to request dismissal of the amended suit (partially or completely). The court also decided that the petition to order the plaintiffs to deposit a guarantee as security for costs will be adjudicated after the statement of case is amended. On March 15, 2018 the plaintiffs filed an amended statement of claims against the original defendants, as well as against the Company, Ability Limited and ASM. On May 30, 2018 the defendants filed an amended statement of defense along with two petitions: (1) a petition for issuing a decision on the petition to order the plaintiffs to deposit a guarantee as security for costs; (2) a petition for dismissing the case in limine. On July 11, 2018 and July 18, 2018, two pre-trial hearings were held, and the court decided to order the plaintiffs to deposit a guarantee of NIS 100,000 (approximately $29 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) as a security for costs. In addition, the defendants were asked by the court to reconsider their position regarding the petition for dismissing the case in limine. On July 24, 2018, the parties jointly informed the court that: (1) without waiving any contentions or rights, the defendants would not insist on the petition for dismissing the case in limine, and the contentions raised in the petition for dismissing the case in limine would be decided in the final judgement or in any interim decision; (2) they agree to appoint again a mediator (Adv. Reuven Behar) in an attempt to settle the dispute out of court via mediation limited in duration for no longer than six months; and (3) to set dates for pre-trial procedures (discovery and interrogatories), for a pre-trial hearing and for filing evidence. Accordingly, on July 24, 2018 the court decided to dismiss the petition for dismissing the case in limine without mutually waving any contentions or rights, and set dates for discovery and for exchanging of and replying to interrogatories (originally the entire procedure should have been completed by the end of October 2018, and later it was extended to December 2018). On August 6, 2018 the parties jointly applied to the mediator, Adv. Behar and the mediation process is ongoing. On December 17, 2018, the parties exchanged discovery affidavits and interrogatories. On February 20, 2019, a pre-trial hearing was held. The court decided, in accordance with the consent of the parties, to extend the timetable for the pre-trial procedures: (1) completion of discovery and replying to interrogatories by March 31, 2019; (2) filing petitions concerning the pre-trial procedures by May 2, 2019; and (3) filing responses to the petitions by May 23, 2019. A pre-trial hearing was set for June 24, 2019. The defendants filed an amended statement of claims on February 27, 2019. On April 4, 2019, after a short extension was agreed on and was approved by the court, the parties exchanged replies to interrogatories and complementary discovery affidavits. On May 2, 2019 the defendants filed a petition for a mandatory order requiring the plaintiffs to reply to interrogatories and a petition for a mandatory order for disclosure and examination of certain documents. On June 16, 2019 (after a short extension was agreed on and was approved by the court) the plaintiffs filed their responses to both petitions. On September 11, 2019 (after the pre-trial hearing which was set for June 24, 2019 had been adjourned) a pre-trial hearing was held, and the court gave its decisions with respect to the petitions for a mandatory order requiring the plaintiffs to reply to interrogatories and for a mandatory order for disclosure and examination of certain documents which was filed by the defendants. In addition, it was agreed by the parties that an expert on behalf of the plaintiffs would examine the allegedly infringing products after signing a confidentiality commitment. A pre-trial hearing was originally set for January 13, 2020, but was later adjourned to January 20, 2020. The parties exchanged drafts for such a confidentiality commitment and agreed on dates for performing the examination. Nevertheless, the plaintiffs informed the defendants that solely based on the available allegedly infringing products themselves, the expert on behalf of the plaintiffs will not be able to examine whether the products infringe the patent, and the examination did not take place. On December 16, 2019 the plaintiffs filed a petition for shifting the burden of proof to the defendants. The defendants filed a response on December 30, 2019, and the plaintiffs filed a rejoinder on January 9, 2020. On February 10, 2020 a pre-trial hearing was held, and the court decided that the petition for shifting the burden of proof to the defendants is unnecessary, since the decision of September 11, 2019 should be interpreted so that the meaning of the consent of the parties regarding the examination of the allegedly infringing products by the expert on behalf of the plaintiffs is that it includes examination of source codes, and that the examination should take place (the examination was scheduled to March 3, 2020). On February 20, 2020 the defendants filed a petition to correct the decision of September 11, 2019 because their consent regarding the examination by the expert on behalf of the plaintiffs was not as was interpreted by the court. On March 11, 2020 the plaintiffs filed a response as well as a recurring petition to shift the burden of proof to the defendants and alternatively for deleting the statement of defense, since the expert on behalf of the plaintiff did not receive source codes during the examination. On May 6, 2020 the defendants filed a rejoinder and a response to the recurring petition for shifting the burden on proof. On May 11, 2020 a hearing was held, and the court dismissed the petition of the defendants to correct the decision of September 11, 2019, and decided that the defendants should allow the expert on behalf of the plaintiff to examine the source codes of the allegedly infringing deciphers in 30 days, and therefore the recurring petition for shifting the burden of proof is unnecessary, and also decided that the defendant will bear costs in a total sum of NIS 12,000 (approximately $3,470 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). On May 27, 2020 the defendants filed an application for extending the time set by the court for the examination of the source codes of the allegedly infringing deciphers, and on June 2, 2020, the court allowed the requested extension. On June 8, 2020 the defendants filed an application (with the plaintiffs' consent) before the Supreme Court for extending the time for filing a request for leave to appeal the decision of May 11, 2020 until July 26, 2020, and the extension was allowed. In addition, after the Deputy Patent Registrar decided to reject the revocation application, which was filed by a third party, on August 23, 2017, the patentee, Dr. Barkan, filed a request to have the specification of the patent amended an amended version of (amendment of some of the patent's claims) on September 28, 2017. The requested amendment was subject to opposition by third parties until December 28, 2017. On December 27, 2017, ACSI filed with the Patent Registrar an opposition to the request to have the specification of the patent amended. On March 15, 2018, ACSI filed its statement of claims, arguing that the request should be dismissed for various reasons. Dr. Barkan filed his statement of claims on June 14, 2018. On November 28, 2018, ACSI filed its evidence (an expert opinion). On December 5, 2018, Dr. Barkan informed that he waived his right to file evidence, and later informed that he did not intend to cross-examine the expert on behalf of ACSI, but on February 11, 2019, the deputy registrar decided to summon the expert on behalf of ACSI to testify. On February 14, 2019, a hearing took place. On February 20, 2019, the deputy registrar decided to dismiss ACSI's opposition and decided that ACSI will bear costs in a total sum of NIS 33,000 (approximately $10 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). On March 19, 2019, ACSI filed an appeal on the deputy patent registrar's decision to the District Court of Tel Aviv (C.A. 45733-03-19). A brief of main arguments and exhibits were filed by the appellant and by the respondent on March 17, 2020 and on March 29, 2020, respectively. A hearing should have been held on April 21, 2020, but due to the COVID-19 crisis it was adjourned to December 3, 2020. The Company did not record any provision with respect to this litigation 5. Ladragor Litigation On May 4, 2016, the Company was served with a lawsuit and a motion for the certification of the lawsuit as class action, captioned Ladragror v. Ability Inc. et al. C.A. 8482-05-16, in the Tel Aviv District Court in Israel, filed, against the Company, Anatoly Hurgin, Alexander Aurovsky, and Benjamin Gordon and Mitchell Gordon. The claim alleges, among other things, that the Company misled the public in our 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 the public shareholders. The claim alleges that the plaintiff suffered personal damages of NIS 137.7 (approximately $39.8 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), and estimates that its shareholders suffered damages of approximately NIS 23.3 million (approximately $6.7 million based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). On September 15, 2016, the Company 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. The Court required the parties 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, the Company filed a separate update with respect to the United States class actions, together with 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, requesting an extension until May 15, 2017 to file a full response, alleging that the publication of the Company's annual financial statements, together with the findings of the internal investigation, would affect its position on its motion to stay proceedings. On May 23, 2017, the Court granted the plaintiff the requested extension. On May 15, 2017, the plaintiff filed a motion asking for an additional three-month extension to file a full response, among other things, as the Company had not filed its annual financial statements or published the findings of the internal investigation. On August 14, 2017, the Company and Messrs. Hurgin and Aurovsky filed a notice regarding their counsel substitution. In light of this, the judge decided on August 27, 2017 to recuse herself from the case. On August 21, 2017, the plaintiff filed a motion and an updated notice in which he claimed that the Company had not yet published the report of the internal investigation, and hence the reasons for granting him a continuance to file his response to the motion to stay of proceedings are still relevant. The plaintiff also informed the Court that in the U.S. proceedings, the parties agreed to mediation, and the mediation meeting was scheduled in October 2017. The plaintiff asked the Court to file an update notice in 90 days. On August 28, 2017, the Court ordered the parties to file an update notice on September 28, 2017. On September 28, 2017 and November 7, 2017, the plaintiff, the Company, and Messrs. Hurgin and Aurovsky updated the Court that the mediation process in the U.S. was still pending. On July 1, 2019, the parties, except of Mitchell Gordon and Benjamin Gordon, have signed a Settlement Agreement (the "Settling Parties" and the "Settlement Agreement", respectively). The Settlement Agreement applies to any party that purchased shares of the Company on the Tel Aviv Stock Exchange and index-tracking investment products that include shares of the Company (directly or indirectly) during the period between January 12, 2016 and May 2, 2016, and were holding it at May 2, 2016, excluding the Respondents (the "Members of the Class"). The total compensation amount is the sum of approximately NIS 0.694 (approximately $0.2 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) for each share held on May 2, 2016, less the expenses related to the execution of the Settlement Agreement. In accordance with the Settlement Agreement, the Respondents' Insurer will transfer a sum of NIS 1,293,521 (approximately $374 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) to a trust account that will be opened by the Counsel of the Representative Plaintiff. The Trustee will deduct from this sum (and from the profits accrued thereon) any tax required under law, payments to the Clearing House of the Stock Exchange and the members of the Stock Exchange for the execution of the payment mechanism and/or any expense required for the execution of the payment mechanism and/or under this Settlement Agreement and/or applicable to the funds in trust. The balance of the funds after the deductions as stated will be hereinafter the "Net Payment Amount". According to the Settlement Agreement, inter alia, Members of the Class will be entitled to compensation for each share of the Company that they held on May 2, 2016, in an amount equal to the division of the Net Payment Amount (in addition to the profits accrued on the same amount until the transfer date of the Compensation to the Members of the Class) by 1,863,863, which is the estimated number of shares traded in Israel during the relevant period. The Settling Parties also recommended that the Court rule that the Respondents, except of Mitchell Gordon and Benjamin Gordon ("Respondents 1-3"), through their Insurer, will pay the Representative Plaintiff and his Counsel, the following sums: (1) A total amount of NIS 106,725 (approximately $31 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) to the Representative Plaintiff as special remuneration; (2) A total amount of NIS 285,302 (approximately $83 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), in addition with lawful VAT, to the Counsel of the Representative Plaintiff, as their fees; (3) An amount of NIS 35,000 (approximately $10 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), in addition with lawful VAT, to the Counsel of the Representative Plaintiff, as their fees in their capacity as Trustee. On July 7, 2019 the parties filed with the Court a motion to approve the Settlement Agreement (the "Motion to Approve"). On the same day, the Court ordered Respondents 1-3 to publish a notice to the public regarding the Motion to Approve (the "First Notice"). The First Notice was published on July 10, 2019. On August 13, 2019 the Attorney General notified the Court that he has no objections to the Settlement Agreement. In addition, no objections to the Settlement Agreement were raised by the public. Therefore, on August 27, 2019, the Court approved the Settlement Agreement, and ordered Respondents 1-3 to publish a notice to the public regarding the approval of the Settlement Agreement. Such notice was published on September 1, 2019. Currently, the Settlement Agreement is being implemented. As referenced in Section (2) above, the Ladragor Litigation is not subject to the Discharge Agreement. The Company did not record any provision with respect to this litigation. 6. Mitchell Gordon v. Ability Inc. On June 22, 2018, Mitchell Gordon, the former Chief Financial Officer of Cambridge, filed a Summons with Notice, or the Notice, against the Company in the Supreme Court of the State of New York, New York County (Index No. 653124/2018) (the "NY Action"). In the Notice, Mitchell Gordon describes the nature of his claims as ones for breach of contract and unjust enrichment against the Company based on the Company's alleged failure to indemnify him under the terms of the Amended and Restated Memorandum and Articles of Association of the Company, adopted by special resolution and passed with effect on December 23, 2015. Mitchell Gordon purports to seek compensatory damages in the amount of at least $325,000. On January 8, 2019, the Court entered an Order extending Mitchell Gordon's time to serve the Summons with Notice upon us until May 8, 2019. On April 8, 2019, the Clerk of the Supreme Court of the State of New York, New York County posted on the docket a certificate from the Israeli Courts Administration that the Notice was served upon the Company on December 20, 2018. On July 2, 2019, Mitchell Gordon filed a Motion for the Entry of a Default Judgment against the Company. That motion for a default judgment was denied, without prejudice, on October 3, 2019. In November 2019, Mitchell Gordon and the Company entered into a confidential settlement agreement, and in a related matter, Mitchell Gordon entered into a "Discharge Agreement" with the Company's insurance company. Pursuant to the settlement with the Company, upon Mitchell Gordon receiving payment from the insurance company of $250,000, Mitchell Gordon agreed to discontinue the NY Action, with prejudice. After Mitchell Gordon received this payment from the insurance company in December 2019, Mitchell Gordon filed the notice of discontinuance, with prejudice, of the NY Action on December 4, 2019. The settlement agreement contained mutual releases between the Company and Mitchell Gordon as to all claims concerning the NY Action, with one exception that provided for a limited indemnification right by Mitchell Gordon. Specifically, Mitchell Gordon shall have a right to file a legal action to attempt to seek limited indemnification from the Company for reasonable attorney's fees that exceed $50,000 ("Limited Indemnification"), if all four of the following conditions are satisfied: i. In the case of SEC v. Hurgin, et al., No. 1:19-cv-05705 (S.D.N.Y.) ("SEC Litigation"), Gordon is served with a subpoena and required to produce documents or testify at a deposition in the SEC Litigation; ii. Gordon incurs and pays attorney's fees of $50,000 as a direct result of producing documents and/or providing a deposition in the SEC Litigation; iii. Gordon satisfies all other requirements (including under Ability's corporate governance documents) for obtaining indemnification; and iv. Assuming Gordon satisfies conditions i. through iii. above, Gordon must file such action against the Company for Limited Indemnification only in an appropriate court in Israel. In any such action, the Company reserved all defenses or arguments as to whether Gordon is entitled to indemnification. 7. Benjamin Gordon v. Guest Krieger Limited and XL Insurance Company SE On September 10, 2019, Mr. Benjamin Gordon, a former director of the Company, filed a lawsuit against Guest Krieger Limited and XL Insurance Company SE (the "Insurance Company") with the Tel Aviv-Yafo District Court (the "Court" and the "Claim", respectively). As part of the Claim, Mr. Gordon requested the Court to order the Insurance Company to reimburse him for his legal fees in several legal proceeding in the US and in Israel, in accordance with "Directors & Officers Liability & Company Reimbursement Insurance" policy (the "Policy"). The amount sued by Mr. Gordon is NIS 13.0 million (approximately $3.8 million based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). On December 12, 2019, the Insurance Company filed a Statement of defense, in which it denied Mr. Gordon's claims, and st |
Revenue Classified by Geographi
Revenue Classified by Geographical Area | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Classified by Geographical Area [Abstract] | |
REVENUE CLASSIFIED BY GEOGRAPHICAL AREA | NOTE 11 - rEVENUE CLASSIFIED BY GEOGRAPHICAL AREA: Year Ended December 31, 2019 2018 2017 (U.S. dollars in thousands) Asia $ 1,867 $ 495 $ 555 Latin America - - 754 Europe - 11 210 Israel 18 33 * 1,325 * Other - - 128 $ 1,885 $ 539 $ 2,972 * Sales in Israel during the years ended December 31, 2018 and 2017 include sales to Israeli integrators that have been sold to end users in Asia and Africa, which represented 6% and 45% of revenues during such periods, respectively. The majority of the Company's revenues are project based. Refer to Note 14 for revenues from the major customers during the years ended December 31, 2019, 2018 and 2017. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 12 – GENERAL and administrative expenses: Year Ended December 31, 2019 2018 2017 (U.S. dollars in thousands) Legal fees $ 2,752 $ 3,756 $ 2,741 * Professional services fees 1,149 1,532 2,126 Salaries and related expenses 631 518 620 Stock-based compensation 110 39 - Revoke of customer advances, net of associated expenses (511 ) - - Others 687 658 529 $ 4,818 $ 6,503 $ 6,016 * The 2017 legal fees include a deduction of $2.0 million legal fees refund in connection with the 2016 directors and officers insurance policy based on a settlement agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 - income taxes: a. Tax rates The Israeli corporate tax rates applicable to ACSI, ASM and Telcostar: 2017 – 24% 2018 and thereafter – 23% b. Tax assessments ACSI and ASM have final tax assessments and considered final tax assessments through the years ended December 31, 2015, respectively. c. Net operating losses carry forwards: As of December 31, 2019, ACSI has incurred operating and capital accumulated losses for tax purposes in the amount of NIS 141.4 million (approximately $40.9 million based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) and NIS 478 thousand (approximately $138 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), respectively and ASM has incurred operating accumulated losses for tax purposes in the amount NIS 306 thousand (approximately $96 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). Those losses may be carried forward and offset against taxable income for an indefinite period. (ACSI has elected the "Preferred Enterprise" program under the amendment of the Encouragement Law and may enjoy a reduced income tax rate once reached profitability and utilized all its operating losses) d. Deferred income taxes: 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 1.f. regarding the 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, 2019 2018 (U.S. dollars in thousands) Net and comprehensive loss $ 6,600 $ 4,927 Temporary differences of expense in connection with employee benefits 18 34 Deferred tax assets before valuation allowance 6,618 4,961 Valuation allowance (6,618 ) (4,961 ) $ - $ - e. Reconciliation of income tax expenses: As the Company and ASM stand-alone net results during the years ended December 31, 2019, 2018 and 2017 are relatively immaterial, 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 as reported in the consolidated statements of comprehensive loss is calculated based on the Israeli corporate tax rates and is as follows: Year ended December 31, 2019 2018 2017 (U.S. dollars in thousands) Loss before income tax $ (7,737 ) $ (10,189 ) $ (9,111 ) Israeli corporate income tax rate 23 % 23 % 24 % Theoretical income tax benefit (1,780 ) (2,343 ) (2,187 ) Valuation allowance for deferred tax 1,780 2,343 2,187 Income tax expense $ - $ - $ - h. Uncertain tax positions: For the years ended December 31, 2019, 2018 and 2017, the Group did not have any unrecognized tax benefits. |
Concentration Risk
Concentration Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION RISK | NOTE 14 - 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. a. During the years ended December 31, 2019, 2018 and 2017, revenues from the major customers reflected 88% (one customer), 86% (two customers) and 89% (three customers) of the total consolidated revenues, respectively. b. During the years ended December 31, 2019, 2018 and 2017, the cost of revenues from major vendors reflected 34% (two vendors), 0% (no vendors) and 17% (one vendor) of the total consolidated cost of revenues, respectively. c. As of December 31, 2019 and 2018, accounts receivables from one of the Group's customers represented 100% and 98% of the total accounts receivables, respectively. Both amounts represent one project that was substantially completed in 2015. The Company periodically evaluates its account receivables for impairment and reserves accordingly. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - Subsequent events: a. In December 2019, an outbreak of the COVID-19 was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the COVID-19 a global pandemic. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces and suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfil their contractual obligations, and result in an increase in costs, delays or disruptions in performance. These supply chain effects, and the direct effect of the virus and the disruption on our employees and operations, may negatively impact our financial condition and results of operations. Our employees, in many cases, are working remotely and using various technologies to perform their functions. In addition, as a result of the pandemic, during March 2020 ACSI placed a number of our non-management employees on unpaid leave. In June 2020, some of those employees returned to work while some were retrenched, which will impact the Group's operations. The Group might experience delays or changes in customer demand, particularly if customer funding priorities change. Both the health and economic aspects of the COVID-19 are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change. On December 3, 2019, ACSI entered into new contracts for selling its strategic interception solutions, subject to certain approvals from local authorities and systems acceptances. Severe restrictions imposed by many countries on global travel have impeded the Group's ability to complete the phase of the systems acceptances. The Company is making every effort to resolve this issue as soon as possible. However, additional hurdles beyond our control may arise in implementing this project. b. During March 2020, the IP approved the Group an additional withdrawal of NIS 1.5 million (approximately $434 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) from the restricted account, for the same purpose as the previous one. The withdrawal was made immediately after permission was received. For additional information see Note 3. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | a. Basis of presentation: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and include all adjustments necessary for the fair presentation of the Group's financial position, results of operations, changes in shareholders' equity and cash flows for the periods presented. |
Principles of consolidation | b. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries, ACSI, ASM and Telcostar. All intercompany accounts and transactions have been eliminated in the consolidation. |
Use of estimates | c. Use of estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. |
Foreign currency | d. Foreign currency: The currency of the primary economic environment in which the operations of the Group is conducted is the U.S. dollar ("dollar" or "$"); 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 loss as financial income or expenses, as appropriate. All amounts are presented in dollars, unless otherwise indicated, and are rounded to the nearest thousand. |
Revenue recognition | e. Revenue recognition: Effective January 1, 2018, the Group adopted a new accounting standard related to the recognition of revenue in contracts with customers. The Group did not have any material cumulative-effect adjustment as a result of the adoption of ASC 606. In addition, the adoption of ASC 606 did not have any material impact on the Group consolidated financial statement line items in the year of adoption. 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"). The Group determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer. ● Identification of the performance obligations in the contract. ● Determination of the transaction price. ● Allocation of the transaction price to the performance obligations in the contract. ● Recognition of revenue when, or as, the Group satisfies a performance obligation. As a general point, the Group applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Group assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Group then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Projects: Revenues from Projects are recognized along the project period, as applicable, and on a final acceptance date, once such acceptance is deemed substantive. Under such method, costs are accumulated on the balance sheet until final acceptance is received. Similarly, amounts billed to customers are also deferred until final acceptance is received. 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 is 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 Group has the following indicators for gross reporting: (i) it is the primary obligor of the sales arrangements; (ii) it is subject to inventory risks of physical loss; (iii) it has latitude in establishing prices; and (iv) it has discretion in suppliers' selection and assumes credit risks on receivables from customers. Products and Services: Revenues from sales of Products of which the final acceptance of the product is specified by the customer, and the acceptance is deemed substantive, 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. The revenues are deferred until the acceptance criteria have been met. 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 de minims. SaaS Revenues: The Group's SaaS multiple-element arrangements are typically comprised of subscription and support fees from customers accessing the Group's software and set-up fees. The Group does not provide the customer the contractual right to take possession of the software at any time during the hosting period under these arrangements. Typically, the support and set up fees are incidental to the full arrangement. Accordingly, the Group recognizes revenue for subscription, support services and set up fees over the arrangement period originating when the subscription service is made available to the customer and the contractual hosting period has commenced. In arrangements that comprise of 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 the years ended December 31, 2019, 2018 and 2017, advertising expenses were $35 thousand, $69 thousand and $53 thousand, respectively. |
Related parties | g. Related parties: Related parties include the Significant 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 Level 2 Level 3 The Group's financial assets and liabilities as of December 31, 2019 and 2018 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 net realizable value. 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. The purchased systems are utilized typically for one of the following purposes: (i) future projects; (ii) demo; and (iii) 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 purchase date, on such date tested for impairment and then classified to property and equipment and amortized over four years from that date, see also section j. below 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 and accumulated depreciation and amortization are removed and any related gain or loss is recorded in the statements of operations and comprehensive 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. 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 section i. above) 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 |
Intangible assets net | k. Intangible assets, net: Intangible assets are stated at fair value of the equity instrument distributed, less accumulated amortization. Upon the retirement or disposition of Intangible assets, the related costs and accumulated amortization are removed and any related gain or loss is recorded in the statements of operations and comprehensive loss. Amortization is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rate: % Useful life (years) Intellectual property 33 3 |
Income taxes | l. Income taxes: 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-distributed income that are subject to income tax once distributed and when there is an intent to distribute them. 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. |
Accounting for stock-based compensation | m. Accounting for stock-based compensation: The Group accounts for share based compensation in accordance with ASC No. 718, "Compensation - Stock Compensation" that requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The Company recognizes compensation expenses for the value of its awards granted based the guidance established in ASC No. 718. |
Loss per share | n. Loss per share: The Group calculates basic earnings or loss per share by dividing net income or loss by the weighted-average number of ordinary shares outstanding during the year. However, the outstanding shares subject to put options were excluded, consistent with the accounting treatment of a put option liability. Potential ordinary shares are included in the computation of diluted earnings per share when their conversion decreases earnings per share from continuing operations. Basic and diluted loss per ordinary share data were computed as follows: Year Ended December 31, 2019 2018 2017 Net loss (U.S. dollars in thousands) $ (7,737 ) $ (10,189 ) $ (9,111 ) Weighted-average ordinary shares outstanding - basic and diluted 7,096,266 2,956,908 2,459,088 Loss per ordinary basic and diluted (U.S. dollars) $ (1.09 ) $ (3.45 ) $ (3.71 ) |
Contingencies | o. Contingencies: The Group is involved in various commercial, government investigation and other legal proceedings that arise from time 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. |
Leases | p. leases: The Group adopted the new accounting standard ASC 842 "Leases" and all the related amendments on January 1, 2019 and used the effective date as The Group's date of initial application. The Group determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, The Group classifies the lease as a finance lease. Otherwise, The Group classifies the lease as an operating lease. When determining lease classification, The Group's approach in assessing two of the mentioned criteria: (i) generally, 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) generally, 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. Operating leases are included in operating lease right-of-use ("ROU") assets, other current liabilities and operating lease liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets. ROU assets represent The Group's right to use an underlying asset for the lease term and lease liabilities represent The Group's obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Group uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. For finance leases, The Group recognizes interest on the lease liability separately from amortization of the ROU assets in the statement of comprehensive income. For operating leases, lease expenses are recognized on a straight-line basis over the lease term. The new standard also provides practical expedients for an entity's ongoing accounting. The Group elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, The Group does not recognize ROU assets or lease liabilities, including ROU assets or lease liabilities for existing short-term leases of assets in transition, but recognizes lease expenses over the lease term on a straight line basis. |
Recently Issued Accounting Pronouncements | q. Recently Issued Accounting Pronouncements: Adopted in the current period: 1. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a financial or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The new guidance is effective for all periods beginning after December 15, 2018. The Group adopted this guidance commencing January 1, 2019 and as a result recorded Right of use asset, current and non-current lease liabilities within its consolidated balance sheet as of December 31, 2019. 2. In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07. This ASU supersedes ASC 505-50, Equity - Equity-Based Payments to Non-Employees, and expands the scope of ASC 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most of the guidance in Topic 718 associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to nonemployee share-based payment arrangements. Entities should apply the amendments on a modified retrospective basis, through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the ASU is adopted, for all: 1. Liability-classified nonemployee awards that have not been settled as of the adoption date and 2. Equity-classified nonemployee awards for which a measurement date has not been established. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted for periods in which financial statements have not yet been issued. The Group did not have any material cumulative-effect adjustment as a result of the adoption of (ASU) No. 2018-07. In addition, the adoption of (ASU) No. 2018-07. did not have any material impact on the Group consolidated financial statement line items in the year of adoption. Not yet adopted in the current period: 3. In June 2016, the FASB issued Accounting Standards Update (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 to use 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 Group is currently evaluating the effects of this guidance will have on its consolidated financial statements. 4. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to The Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. This standard is effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those annual reporting periods, with early adoption permitted. Since the standard affects only disclosure requirements, The Group do not expect the adoption of the standard to have an impact on its consolidated financial statements. |
Organization and Business Ope_2
Organization and Business Operation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of net income shares based on achievement of specified net income targets | Number of the Company's ordinary shares Year Ended December 31, Net Income Significant Shareholders Migdal ASM Former Total 2015 $ 27,000,000 338,400 10,800 10,800 360,000 2016 $ 40,000,000 173,900 5,550 5,550 185,000 2017 $ 60,000,000 188, 000 6,000 6,000 200,000 2018 $ 80,000,000 94,000 3,000 3,000 100,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment depreciation rates and estimated useful lives | % Useful life (years) Software systems (from classified date, see also section i. above) 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 loss per ordinary share | Year Ended December 31, 2019 2018 2017 Net loss (U.S. dollars in thousands) $ (7,737 ) $ (10,189 ) $ (9,111 ) Weighted-average ordinary shares outstanding - basic and diluted 7,096,266 2,956,908 2,459,088 Loss per ordinary basic and diluted (U.S. dollars) $ (1.09 ) $ (3.45 ) $ (3.71 ) |
Schedule of amortization is calculated using the straight-line method | % Useful life (years) Intellectual property 33 3 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2019 2018 (U.S. dollars in thousands) Cost: Software Systems $ 1411 $ 1,411 Vehicles 456 538 Leasehold improvements 347 347 Office furniture and equipment 122 122 Computers, electronics and related 13 13 $ 2,349 $ 2,431 Less: accumulated depreciation and amortization 1,750 1,415 Property and equipment, net $ 599 $ 1,016 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, 2019 2018 (U.S. dollars in thousands) Cost: Intellectual property $ 1,027 $ - Less: accumulated amortization 329 - Intangible assets, net $ 698 $ - |
Progress Payments in Excess o_2
Progress Payments in Excess of Accumulated Costs With Respect to Projects (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accumulated Costs with Respect to Projects in Excess of Progress Payments [Abstract] | |
Schedule of progress payments in excess of accumulated costs with respect to projects | December 31, 2019 2018 (U.S. dollars in thousands) Advanced payments from customers $ 2,606 $ 4,488 Accumulated costs (1,254 ) (1,998 ) Progress payments in excess of accumulated costs with respect to projects $ 1,352 $ 2,490 |
Schedule of contract assets and liabilities | Balance at beginning of year Additions Deductions Balance at end of year (U.S. Dollar in thousands) Year ended December 31, 2018: Advanced payments from customers $ 853 $ 3,997 $ (362 ) $ 4,488 Accumulated costs (547 ) (1,718 ) 267 (1,998 ) Progress payments in excess of accumulated costs with respect to projects / (Accumulated costs with respect to Projects in excess of progress payments) $ (151 ) $ 2,279 $ (95 ) $ 2,490 Year ended December 31, 2019: Advanced payments from customers $ 4,488 $ 750 $ (2,632 ) $ 2,606 Accumulated costs (1,998 ) (293 ) 1,037 (1254 ) Progress payments in excess of accumulated costs with respect to projects $ 2,490 $ 457 $ (1,595 ) $ 1,352 |
Schedule of group recognized result of changes in contract asset and the contract liability balances | Year Ended December 31, 2019 2018 2017 (U.S. dollars in thousands) Revenue recognized in the year from amounts included in the contract liability at the beginning of the year $ 1,713 $ 253 $ 397 |
Ordinary Shares, Preferred Sh_2
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of ordinary shares | Number of shares Number of shares Authorized Issued and outstanding Authorized Issued and outstanding December 31, 2019 December 31, 2018 Ordinary shares 100,000,000 7,989,061 100,000,000 6,304,677 Preferred shares 5,000,000 - 5,000,000 - |
Schedule of stock option activities and related information | Number of Weighted Weighted Aggregate Outstanding as of December 31, 2018 25,000 $ 0.001 9.05 $ 39,725 Outstanding as of December 31, 2019 25,000 $ 0.001 8.05 $ 39,725 Exercisable as of December 31, 2019 - $ - - $ - |
Schedule of stock based compensation | Year Ended December 31, 2019 2018 2017 (U.S. dollars in thousands) Selling and marketing expenses $ 84 $ 52 $ - General and administrative expenses 110 39 - Cost of revenues 94 39 - $ 288 $ 91 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | December 31, 2019 (U.S. dollars in thousands) Future minimum lease payments: 2020 $ 154 2021 154 2022 116 Total Future payments $ 424 Less imputed interest (107 ) Net present value of future minimum lease payments $ 317 Current year Short-term lease liabilities $ 138 Long-term lease liabilities 179 Net present value of future minimum lease payments $ 317 Incremental Borrowing Rate 24.26 % |
Revenue Classified by Geograp_2
Revenue Classified by Geographical Area (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Classified by Geographical Area [Abstract] | |
Schedule of revenue composition | Year Ended December 31, 2019 2018 2017 (U.S. dollars in thousands) Asia $ 1,867 $ 495 $ 555 Latin America - - 754 Europe - 11 210 Israel 18 33 * 1,325 * Other - - 128 $ 1,885 $ 539 $ 2,972 * Sales in Israel during the years ended December 31, 2018 and 2017 include sales to Israeli integrators that have been sold to end users in Asia and Africa, which represented 6% and 45% of revenues during such periods, respectively. |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of general and administrative expenses | Year Ended December 31, 2019 2018 2017 (U.S. dollars in thousands) Legal fees $ 2,752 $ 3,756 $ 2,741 * Professional services fees 1,149 1,532 2,126 Salaries and related expenses 631 518 620 Stock-based compensation 110 39 - Revoke of customer advances, net of associated expenses (511 ) - - Others 687 658 529 $ 4,818 $ 6,503 $ 6,016 * The 2017 legal fees include a deduction of $2.0 million legal fees refund in connection with the 2016 directors and officers insurance policy based on a settlement agreement. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income tax | December 31, 2019 2018 (U.S. dollars in thousands) Net and comprehensive loss $ 6,600 $ 4,927 Temporary differences of expense in connection with employee benefits 18 34 Deferred tax assets before valuation allowance 6,618 4,961 Valuation allowance (6,618 ) (4,961 ) $ - $ - |
Schedule of reconciliation of income tax expenses | Year ended December 31, 2019 2018 2017 (U.S. dollars in thousands) Loss before income tax $ (7,737 ) $ (10,189 ) $ (9,111 ) Israeli corporate income tax rate 23 % 23 % 24 % Theoretical income tax benefit (1,780 ) (2,343 ) (2,187 ) Valuation allowance for deferred tax 1,780 2,343 2,187 Income tax expense $ - $ - $ - |
Organization and Business Ope_3
Organization and Business Operation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
2015 [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Net Income Target | $ | $ 27,000 |
Number of the Company's ordinary shares | 360,000 |
2015 [Member] | Controlling Shareholders [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 338,400 |
2015 [Member] | Migdal [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 10,800 |
2015 [Member] | ASM Former Shareholder [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 10,800 |
2016 [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Net Income Target | $ | $ 40,000 |
Number of the Company's ordinary shares | 185,000 |
2016 [Member] | Controlling Shareholders [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 173,900 |
2016 [Member] | Migdal [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 5,550 |
2016 [Member] | ASM Former Shareholder [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 5,550 |
2017 [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Net Income Target | $ | $ 60,000 |
Number of the Company's ordinary shares | 200,000 |
2017 [Member] | Controlling Shareholders [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 188,000 |
2017 [Member] | Migdal [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 6,000 |
2017 [Member] | ASM Former Shareholder [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 6,000 |
2018 [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Net Income Target | $ | $ 80,000 |
Number of the Company's ordinary shares | 100,000 |
2018 [Member] | Controlling Shareholders [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 94,000 |
2018 [Member] | Migdal [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 3,000 |
2018 [Member] | ASM Former Shareholder [Member] | |
Schedule of net income shares based on achievement of specified net income targets | |
Number of the Company's ordinary shares | 3,000 |
Organization and Business Ope_4
Organization and Business Operation (Details Textual) - USD ($) $ in Thousands | Jan. 10, 2019 | Aug. 16, 2018 | Apr. 11, 2018 | Nov. 27, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 28, 2018 | Dec. 31, 2016 |
Organization and Business Operation (Textual) | |||||||||
Escrow deposit | $ 11,900 | ||||||||
Service fees | 1,200 | ||||||||
Reverse merger transaction cost | 6,300 | ||||||||
Restricted trust amount | 81,300 | ||||||||
Conversion of stock, amount | $ 21,600 | ||||||||
Conversion of stock, shares | 213,676 | ||||||||
Transaction cost | $ 2,000 | ||||||||
Working capital | 19,000 | ||||||||
Accumulated deficit | (35,898) | $ (28,161) | |||||||
Cash and cash equivalents | 433 | 9,856 | $ 1,944 | $ 11,840 | |||||
Net loss | $ (7,737) | $ (10,189) | $ (9,111) | ||||||
Description of line of credit or loan | The Company issued, in a private placement, to each of the Significant Shareholders 226,426 ordinary shares (452,852 ordinary shares in the aggregate) and five-year warrants to purchase 226,426 ordinary shares (452,852 ordinary shares in the aggregate) at an exercise price of $3.25. | ACSI obtained a six-month line of credit, secured by the Significant Shareholders, from an Israeli commercial bank in the amount of NIS 11.0 million (approximately $2.9 million based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018), of which NIS 5.5 million (approximately $1.5 million based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) was drawn down (the "Outstanding Amount"). | On February 21, 2018, the Significant Shareholders executed an irrevocable undertaking (the "Undertaking") for the benefit of the Group. According to the Undertaking, the Significant Shareholders agreed to make available to ACSI from, March 1, 2018, a $3.0 million line of credit or loan in favor of the Group. | ||||||
Accounts payable and accrued expenses | $ 7,800 | ||||||||
Ordinary shares, description | The Company issued and sold 728,262 ordinary shares in a registered direct offering at $4.60 per share for aggregate gross proceeds of approximately $3.35 million, or $2.8 million, net of issuance costs. As part of the offering, the Company issued to the placement agent five-year warrants to purchase 54,620 ordinary shares at an exercise price of $5.75 per share. | The Company sold to a single institutional investor 360,000 units, each unit consisting of one ordinary share and one five-year warrant to purchase one ordinary share, at a price of $3.25 per unit, and 2,716,923 pre-funded units, with each pre-funded unit consisting of one pre-funded warrant to purchase one ordinary share and one warrant to purchase one ordinary share, at a price of $3.24 per pre-funded unit, for aggregate gross proceeds of approximately $10.0 million, or approximately $8.8 million, net of issuance costs. As of December 31, 2018, an aggregate of 2,490,000 ordinary shares have been issued upon exercise of pre-funded warrants and an aggregate of 226,923 ordinary shares were issued upon exercise of the remaining pre-funded warrants during January 2019. As part of the offering, the Company issued to the placement agent five-year warrants to purchase 153,846 ordinary shares at an exercise price of $4.06 per share. | |||||||
Net proceeds | $ 8,800 | ||||||||
Migdal Underwriting and Business Initiatives Ltd [Member] | |||||||||
Organization and Business Operation (Textual) | |||||||||
Stock issued in reverse merger | 48,000 | ||||||||
Service fees | $ 1,200 | ||||||||
Net income shares | 25,350 | ||||||||
Reverse merger transaction cost | $ 4,300 | ||||||||
Controlling Shareholders [Member] | |||||||||
Organization and Business Operation (Textual) | |||||||||
Stock issued in reverse merger | 1,621,327 | ||||||||
Equity interest in acquired | 63.00% | ||||||||
Reverse merger, description | One occasion during the 60-day period following the third anniversary of the closing of the Reverse Merger, to put to INC all or part of his pro rata portion of 117,327 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) $101.0 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. | ||||||||
Escrow deposit | $ 18,100 | ||||||||
Service fees | $ 18,100 | ||||||||
ASM, Eyal Tzur [Member] | |||||||||
Organization and Business Operation (Textual) | |||||||||
Stock issued in reverse merger | 48,000 | ||||||||
Equity interest in acquired | 16.00% | ||||||||
Escrow deposit | $ 900 | ||||||||
Service fees | $ 900 | ||||||||
Net income shares | 25,350 | ||||||||
Ability Computer & Software Industries Ltd. [Member] | |||||||||
Organization and Business Operation (Textual) | |||||||||
Restricted trust amount | $ 19,000 | ||||||||
ASM Former Shareholder [Member] | |||||||||
Organization and Business Operation (Textual) | |||||||||
Escrow deposit | $ 900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
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 Accoun_5
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Intellectual property, useful life | 3 years |
Intellectual property annual rate percentage | 33.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Net loss (U.S. dollars in thousands) | $ (7,737) | $ (10,189) | $ (9,111) |
Weighted-average ordinary shares outstanding - basic and diluted | 7,096,266 | 2,956,908 | 2,459,088 |
Loss per ordinary basic and diluted (U.S. dollars) | $ (1.09) | $ (3.45) | $ (3.71) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies (Textual) | |||
Advertising expenses | $ 35 | $ 69 | $ 53 |
Restricted Deposit, Net (Detail
Restricted Deposit, Net (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Restricted deposit net, description | This amount of NIS 2.35 million (approximately $680 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) represents the remaining amount in the account controlled by the IP as of December 31, 2019 after the IP allowed the group to withdraw an amount of NIS 3.0 million (approximately $868 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) from the account, in order to continue the Group's operations. During March 2020, the IP approved the Group an additional withdrawal which was utilized from the restricted account, for the same purpose as the previous one. Both withdrawals aggregate to a total of NIS 4.5 million (approximately $1,302 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) and should be returned to the IP in four monthly instalments (the first one in the amount of NIS 1.5 million and three following payments in the amount of NIS 1.0 million each, approximately $434 thousand and $289 thousand, respectively based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) commencing once an anticipated first payment from one of the Groups customers is made. On March 1, 2020 in order to secure both withdrawals, ACSI and ASM granted the IP a lien on one of ACSI's outstanding accounts receivable balance aggregated to $1,950 thousand (such accounts receivable balance was also mentioned in the concentration risk Note, refer to Note 14.c. for additional information). |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,349 | $ 2,431 |
Less: accumulated depreciation and amortization | 1,750 | 1,415 |
Property and equipment, net | 599 | 1,016 |
Software Systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,411 | 1,411 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 456 | 538 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 347 | 347 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 122 | 122 |
Computers, electronics and related [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13 | $ 13 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment, Net (Textual) | |||
Depreciation and amortization | $ 437 | $ 478 | $ 489 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intellectual property cost | $ 1,027 | |
Less: accumulated amortization | 329 | |
Intangible assets, net | $ 698 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets, Net (Textual) | ||
Amortization | $ 329 | $ 0 |
Progress Payments in Excess o_3
Progress Payments in Excess of Accumulated Costs With Respect to Projects (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated Costs with Respect to Projects in Excess of Progress Payments [Abstract] | ||
Advanced payments from customers | $ 2,606 | $ 4,488 |
Accumulated costs | (1,254) | (1,998) |
Progress payments in excess of accumulated costs with respect to projects | $ 1,352 | $ 2,490 |
Progress Payments in Excess o_4
Progress Payments in Excess of Accumulated Costs With Respect to Projects (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance at beginning of year,Advanced payments from customers | $ 4,488 | |
Balance at end of year, Advanced payments from customers | 2,606 | $ 4,488 |
Balance at beginning of year, Accumulated costs | (1,998) | |
Balance at end of year, Accumulated costs | (1,254) | (1,998) |
Balance at beginning of year, Progress payments in excess of accumulated costs with respect to projects | 2,490 | |
Balance at end of year, Progress payments in excess of accumulated costs with respect to projects | 1,352 | 2,490 |
Group’s contract [Member] | ||
Balance at beginning of year,Advanced payments from customers | 4,488 | 853 |
Additions, Advanced payments from customers | 750 | 3,997 |
Deductions, Advanced payments from customers | (2,632) | (362) |
Balance at end of year, Advanced payments from customers | 2,606 | 4,488 |
Balance at beginning of year, Accumulated costs | (1,998) | (547) |
Additions, Accumulated costs | (293) | (1,718) |
Deductions, Accumulated costs | 1,037 | 267 |
Balance at end of year, Accumulated costs | (1,254) | (1,998) |
Balance at beginning of year, Progress payments in excess of accumulated costs with respect to projects | 2,490 | (151) |
Additions, Progress payments in excess of accumulated costs with respect to projects | 457 | 2,279 |
Deductions, Progress payments in excess of accumulated costs with respect to projects | (1,595) | (95) |
Balance at end of year, Progress payments in excess of accumulated costs with respect to projects | $ 1,352 | $ 2,490 |
Progress Payments in Excess o_5
Progress Payments in Excess of Accumulated Costs With Respect to Projects (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated Costs with Respect to Projects in Excess of Progress Payments [Abstract] | |||
Revenue recognized in the year from amounts included in the contract liability at the beginning of the year | $ 1,713 | $ 253 | $ 397 |
Related Parties (Details)
Related Parties (Details) $ / shares in Units, ₪ in Thousands, $ in Thousands | Nov. 13, 2019USD ($) | Aug. 06, 2019 | Apr. 17, 2019shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019ILS (₪) | Dec. 31, 2018USD ($) | Dec. 31, 2018ILS (₪) | Dec. 31, 2017USD ($) | Dec. 31, 2017ILS (₪) | |
Related Parties (Textual) | ||||||||||
Compensation related expenses | $ 631 | $ 518 | $ 620 | |||||||
Bonus, description | (i) 2% of the Company's consolidated gross profit, or (ii) 4% of the Company's consolidated EBITDA, in each case, based on the Company's annual audited consolidated financial statement. In the event the Company recognizes a loss and a negative EBITDA in a specific year, then, to the extent an executive is entitled to a bonus in an amount equal to 2% of the gross profit, such bonus (if applicable) will be paid through the issuance of ordinary shares. These performance goals were not met for the years ended December 31, 2019 and therefore no performance bonus was recorded or paid. | (i) 2% of the Company's consolidated gross profit, or (ii) 4% of the Company's consolidated EBITDA, in each case, based on the Company's annual audited consolidated financial statement. In the event the Company recognizes a loss and a negative EBITDA in a specific year, then, to the extent an executive is entitled to a bonus in an amount equal to 2% of the gross profit, such bonus (if applicable) will be paid through the issuance of ordinary shares. These performance goals were not met for the years ended December 31, 2019 and therefore no performance bonus was recorded or paid. | ||||||||
Restricted ordinary shares | shares | 350,000 | |||||||||
Legal fees | [1] | $ 2,752 | 3,756 | 2,741 | ||||||
Description of related Party | Board of directors approved indemnification of Mr, Hurgin and Mr. Aurovsky of $250 thousand. On November 13, 2019 Mr. Hurgin advanced through one of his wholly owned companies $100 thousand for legal fees in respect of the motion to dismiss the SEC civil complaint against the Significant Shareholders. As the Company's board of directors approved indemnification for such litigation for up to $250 thousand. The amount advanced by Mr. Hurgin was accrued and recorded within the 'Related parties' line item as part of the consolidated balance sheet as of December 31, 2019. | |||||||||
Controlling Shareholders [Member] | ||||||||||
Related Parties (Textual) | ||||||||||
Gross monthly salary | 34 | |||||||||
Annual performance bonus | $ 96 | |||||||||
Temporary reduction salaries percentage | 50.00% | 50.00% | ||||||||
Exchange rate | $ / shares | $ 1 | |||||||||
Controlling Shareholders [Member] | NIS [Member] | ||||||||||
Related Parties (Textual) | ||||||||||
Gross monthly salary | ₪ | ₪ 120 | |||||||||
Compensation related expenses | ₪ | 3,450 | |||||||||
Annual performance bonus | ₪ | ₪ 360 | |||||||||
Exchange rate | $ / shares | $ 3.748 | |||||||||
Mr. Hurgin [Member] | ||||||||||
Related Parties (Textual) | ||||||||||
Legal fees | $ 100 | |||||||||
Shareholders compensation [Member] | ||||||||||
Related Parties (Textual) | ||||||||||
Compensation related expenses | $ 998 | $ 471 | $ 690 | |||||||
Description of related Party | The Significant Shareholders compensation related expenses in the years ended December 31, 2019, 2018 and 2017 amounted to NIS 3,450 thousand (approximately $998 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), NIS 1,767 thousand (approximately $471 thousand based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) and NIS 2,391 thousand (approximately $690 thousand based on the exchange rate of $1.00 / NIS 3.467 in effect as of December 31, 2017), respectively. | The Significant Shareholders compensation related expenses in the years ended December 31, 2019, 2018 and 2017 amounted to NIS 3,450 thousand (approximately $998 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), NIS 1,767 thousand (approximately $471 thousand based on the exchange rate of $1.00 / NIS 3.748 in effect as of December 31, 2018) and NIS 2,391 thousand (approximately $690 thousand based on the exchange rate of $1.00 / NIS 3.467 in effect as of December 31, 2017), respectively. | ||||||||
Shareholders compensation [Member] | NIS [Member] | ||||||||||
Related Parties (Textual) | ||||||||||
Compensation related expenses | ₪ | ₪ 3,450 | ₪ 1,767 | ₪ 2,391 | |||||||
[1] | The 2017 legal fees include a deduction of $2.0 million legal fees refund in connection with the 2016 directors and officers insurance policy based on a settlement agreement. |
Ordinary Shares, Preferred Sh_3
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Number of Ordinary shares, Authorized | 100,000,000 | 100,000,000 |
Number of Ordinary shares, Issued | 7,989,061 | 6,304,677 |
Number of Ordinary shares, outstanding | 7,989,061 | 6,304,677 |
Number of Preferred shares, Authorized | 5,000,000 | 5,000,000 |
Number of Preferred shares, Issued | ||
Number of Preferred shares, outstanding |
Ordinary Shares, Preferred Sh_4
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Number of options, Outstanding, beginning | 25,000 | |
Number of options, Outstanding, ending | 25,000 | |
Number of options Exercisable | ||
Weighted average exercise price, Outstanding, beginning | $ 0.001 | |
Weighted average exercise price, Outstanding, ending | $ 0.001 | |
Weighted average exercise price, Exercisable | ||
Weighted average remaining contractual term (in years), Outstanding, ending | 9 years 18 days | |
Weighted average remaining contractual term (in years), Exercisable | 8 years 18 days | |
Aggregate intrinsic-value, Outstanding, ending | $ 39,725 | $ 39,725 |
Aggregate intrinsic-value, Exercisable |
Ordinary Shares, Preferred Sh_5
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock based compensation | $ 288 | $ 91 | |
Selling and marketing expenses [Member] | |||
Stock based compensation | 84 | 52 | |
General and administrative expenses [Member] | |||
Stock based compensation | 110 | 39 | |
Cost of revenues [Member] | |||
Stock based compensation | $ 94 | $ 39 |
Ordinary Shares, Preferred Sh_6
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Apr. 17, 2019 | Feb. 17, 2019 | Dec. 24, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 15, 2019 | Jan. 10, 2019 | Nov. 17, 2018 | Aug. 16, 2018 | |
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Textual) | ||||||||||
Ordinary shares, par value | $ 0.001 | $ 0.001 | ||||||||
Preferred shares, par value per share | $ 0.0001 | $ 0.0001 | ||||||||
Stock based compensation | $ 288 | $ 91 | ||||||||
Restricted ordinary shares [Member] | ||||||||||
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Textual) | ||||||||||
Share issued | 350,000 | 150,000 | ||||||||
Restricted ordinary shares [Member] | Vesting One [Member] | ||||||||||
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Textual) | ||||||||||
Share issued | 50,000 | |||||||||
Restricted ordinary shares vest period | Jan. 13, 2022 | Jan. 17, 2019 | May 31, 2019 | |||||||
Restricted ordinary shares [Member] | Vesting Two [Member] | ||||||||||
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Textual) | ||||||||||
Share issued | 16,667 | |||||||||
Restricted ordinary shares vest period | Jan. 13, 2023 | Jan. 17, 2020 | Mar. 31, 2020 | |||||||
Restricted ordinary shares [Member] | Vesting Three [Member] | ||||||||||
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Textual) | ||||||||||
Restricted ordinary shares vest period | Jan. 13, 2024 | Jan. 17, 2021 | ||||||||
Warrant [Member] | ||||||||||
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Textual) | ||||||||||
Warrant issued | 855,744 | 300,000 | 452,852 | 3,230,769 | 54,620 | |||||
Share price | $ 115 | |||||||||
Warrants, expiration date | Dec. 17, 2018 | |||||||||
Options shares additional authorized | 4 | |||||||||
2015 Long-Term Equity Incentive Plan [Member] | ||||||||||
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Textual) | ||||||||||
Stock option granted | 25,000 | |||||||||
Options exercise price | $ 0.001 | |||||||||
Options shares additional authorized | 1,668,887 | |||||||||
Purchase of ordinary shares | 25,000 | |||||||||
2015 Long-Term Equity Incentive Plan [Member] | Vesting One [Member] | ||||||||||
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Textual) | ||||||||||
Restricted ordinary shares vest period | Jan. 17, 2019 | |||||||||
2015 Long-Term Equity Incentive Plan [Member] | Vesting Two [Member] | ||||||||||
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Textual) | ||||||||||
Restricted ordinary shares vest period | Jan. 17, 2020 | |||||||||
2015 Long-Term Equity Incentive Plan [Member] | Vesting Three [Member] | ||||||||||
Ordinary Shares, Preferred Shares, Warrants, Restricted Shares and Options (Textual) | ||||||||||
Restricted ordinary shares vest period | Jan. 17, 2021 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Future minimum lease payments: | |
2020 | $ 154 |
2021 | 154 |
2022 | 116 |
Total Future payments | 424 |
Less imputed interest | (107) |
Net present value of future minimum lease payments | 317 |
Current year | |
Short-term lease liabilities | 138 |
Long-term lease liabilities | 179 |
Net present value of future minimum lease payments | $ 317 |
Incremental Borrowing Rate | 24.26% |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) $ / shares in Units, $ in Thousands | May 11, 2020 | Sep. 10, 2019 | Jul. 02, 2019USD ($) | Jan. 15, 2019$ / sharesshares | Aug. 07, 2018USD ($) | Sep. 14, 2016USD ($) | Nov. 12, 2015USD ($) | Oct. 20, 2015USD ($) | Jun. 22, 2018USD ($) | Apr. 25, 2018USD ($) | Jan. 19, 2018USD ($) | Apr. 19, 2017USD ($) | Mar. 30, 2017 | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Commitment and Contingencies (Textual) | |||||||||||||||||
Settlement amount | $ 2,200 | $ 196,000 | |||||||||||||||
Aggregate settlement payment | $ 3,000 | $ 5,000 | |||||||||||||||
Expected litigation settlement | 250 | ||||||||||||||||
Remaining proceeds or contributed by other defendants | $ 2,750 | 2,500 | |||||||||||||||
Received an excess amount | $ 1,664 | ||||||||||||||||
Lawsuit amount for registration fee | $ 1,400 | ||||||||||||||||
Monthly rent | $ 13 | ||||||||||||||||
Exchange rate | 1 | 1 | |||||||||||||||
Lease renewed date | Nov. 30, 2022 | ||||||||||||||||
Rent expenses | $ 154 | $ 160 | 130 | ||||||||||||||
Right and license term | 3 years | ||||||||||||||||
Percentage of net income | 50.00% | ||||||||||||||||
Minimum annual sales | $ 10,000 | ||||||||||||||||
Percentage of penalty | 15.00% | ||||||||||||||||
Shortfall amount | $ 1,500 | ||||||||||||||||
Secure minimum sales and penalty | $ 125 | ||||||||||||||||
Legal payments | $ 250 | 98,000 | |||||||||||||||
Compensatory damages amount | $ 325 | ||||||||||||||||
Legal settlement, percentage | 70.00% | ||||||||||||||||
Plaintiff Received | $ 2,500 | ||||||||||||||||
Plaintiff fees | $ 1,149 | $ 1,532 | $ 2,126 | ||||||||||||||
Patent infringement litigation, description | On July 11, 2018 and July 18, 2018, two pre-trial hearings were held, and the court decided to order the plaintiffs to deposit a guarantee of NIS 100,000 (approximately $29 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) as a security for costs. In addition, the defendants were asked by the court to reconsider their position regarding the petition for dismissing the case in limine. | ||||||||||||||||
Litigation fee description | On February 20, 2019, the deputy registrar decided to dismiss ACSI's opposition and decided that ACSI will bear costs in a total sum of NIS 33,000 (approximately $10 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). | ||||||||||||||||
Provision for legal proceedings | $ 325 | ||||||||||||||||
Compensation amount | 2 | ||||||||||||||||
Attorney's fees | 50 | ||||||||||||||||
Agreement Settlement description | The parties reached an agreement (and signed a Stipulation and Agreement of Settlement) to settle all of the claims in the action, pending approval by the Court. The settlement provided for an aggregate settlement payment of $3.0. | ||||||||||||||||
Agreement settlement amount | 5,000 | ||||||||||||||||
Legal proceedings description | The amount sued by Mr. Gordon is NIS 13.0 million (approximately $3.8 million based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). | ||||||||||||||||
Exchange for lease obligations | 385 | ||||||||||||||||
Intangible asset | 1,027 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Patent infringement litigation, description | The court dismissed the petition of the defendants to correct the decision of September 11, 2019, and decided that the defendants should allow the expert on behalf of the plaintiff to examine the source codes of the allegedly infringing deciphers in 30 days, and therefore the recurring petition for shifting the burden of proof is unnecessary, and also decided that the defendant will bear costs in a total sum of NIS 12,000 (approximately $3,470 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). On May 27, 2020 the defendants filed an application for extending the time set by the court for the examination of the source codes of the allegedly infringing deciphers, and on June 2, 2020. | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Minimum monthly commitment | $ 125 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Minimum monthly commitment | $ 30 | ||||||||||||||||
Hammel Litigation [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Plaintiff fees | $ 1,600 | ||||||||||||||||
Provision for litigation fees | 200 | ||||||||||||||||
Ladragor Litigation [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Plaintiff fees | $ 31 | ||||||||||||||||
Ladragor litigation, description | The claim alleges that the plaintiff suffered personal damages of NIS 137.7 (approximately $39.8 based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), and estimates that its shareholders suffered damages of approximately NIS 23.3 million (approximately $6.7 million based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). | ||||||||||||||||
Ladragor Litigation [Member] | Respondents 1-3 [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Ladragor litigation, description | (1) A total amount of NIS 106,725 (approximately $31 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) to the Representative Plaintiff as special remuneration; (2) A total amount of NIS 285,302 (approximately $83 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), in addition with lawful VAT, to the Counsel of the Representative Plaintiff, as their fees; (3) An amount of NIS 35,000 (approximately $10 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), in addition with lawful VAT, to the Counsel of the Representative Plaintiff, as their fees in their capacity as Trustee. | ||||||||||||||||
Ability Computer & Software Industries Ltd. [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Provision for legal proceedings | $ 200 | ||||||||||||||||
Hurgin and Aurovsky [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Description of exchange rate | The Company NIS 376,410 (approximately $98 thousand based on the exchange rate of $1.00 / NIS 3.845 in effect as of December 31, 2016), or a total of NIS 752,820 (approximately $196 thousand based on the exchange rate of $1.00 / NIS 3.845 in effect as of December 31, 2016) constituting their portion of the settlement amount. | ||||||||||||||||
5-year lease agreement [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Office space, expiring date | Nov. 30, 2017 | ||||||||||||||||
2.5-year lease agreement [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Office space, expiring date | Nov. 30, 2017 | ||||||||||||||||
1 Year Lease Agreement [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Monthly rent | $ 1 | ||||||||||||||||
Exchange rate | 1 | ||||||||||||||||
Lease renewed date | Aug. 15, 2019 | ||||||||||||||||
Amended and Restated Stock Purchase Agreement [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Issued an aggregate of ordinary shares | shares | 354,609 | ||||||||||||||||
Warrant exercisable | shares | 100,000 | ||||||||||||||||
Exercise price | $ / shares | $ 3.807 | ||||||||||||||||
Purchase consideration | $ 1,032 | ||||||||||||||||
Cash consideration | 5 | ||||||||||||||||
Intangible asset | 1,027 | ||||||||||||||||
NIS [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Settlement amount | $ 8,450 | 752,820 | |||||||||||||||
Lawsuit amount for registration fee | $ 5,000 | ||||||||||||||||
Monthly rent | $ 44 | ||||||||||||||||
Exchange rate | 3.845 | 3.456 | |||||||||||||||
Legal payments | $ 376,410 | ||||||||||||||||
Plaintiff Received | $ 9,527 | ||||||||||||||||
VAT receivable | $ 8,142,735 | ||||||||||||||||
Compensation amount | $ 694 | ||||||||||||||||
NIS [Member] | 1 Year Lease Agreement [Member] | |||||||||||||||||
Commitment and Contingencies (Textual) | |||||||||||||||||
Monthly rent | $ 5 | ||||||||||||||||
Exchange rate | 3.456 |
Revenue Classified by Geograp_3
Revenue Classified by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Revenue Recognition, Milestone Method [Line Items] | |||||
Revenue | $ 1,885 | $ 539 | $ 2,972 | ||
Asia [Member] | |||||
Revenue Recognition, Milestone Method [Line Items] | |||||
Revenue | 1,867 | 495 | 555 | ||
Latin America [Member] | |||||
Revenue Recognition, Milestone Method [Line Items] | |||||
Revenue | 754 | ||||
Europe [Member] | |||||
Revenue Recognition, Milestone Method [Line Items] | |||||
Revenue | 11 | 210 | |||
Israel [Member] | |||||
Revenue Recognition, Milestone Method [Line Items] | |||||
Revenue | 18 | 33 | [1] | 1,325 | [1] |
Other [Member] | |||||
Revenue Recognition, Milestone Method [Line Items] | |||||
Revenue | $ 128 | ||||
[1] | Sales in Israel during the years ended December 31, 2018 and 2017 include sales to Israeli integrators that have been sold to end users in Asia and Africa, which represented 6% and 45% of revenues during such periods, respectively. |
Revenue Classified by Geograp_4
Revenue Classified by Geographical Area (Details Textual) | 12 Months Ended |
Dec. 31, 2019 | |
Israeli integrators [Member] | |
Revenue Classified by Geographical Area (Textual) | |
Revenue percentage, description | Sales in Israel during the years ended December 31, 2018 and 2017 include sales to Israeli integrators that have been sold to end users in Asia and Africa, which represented 6% and 45% of revenues during such periods, respectively. |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Other Income and Expenses [Abstract] | ||||
Legal fees | [1] | $ 2,752 | $ 3,756 | $ 2,741 |
Professional services fees | 1,149 | 1,532 | 2,126 | |
Salaries and related expenses | 631 | 518 | 620 | |
Stock-based compensation | 110 | 39 | ||
Revoke of customer advances, net of associated expenses | (511) | |||
Others | 687 | 658 | 529 | |
Total general and administrative expenses | $ 4,818 | $ 6,503 | $ 6,016 | |
[1] | The 2017 legal fees include a deduction of $2.0 million legal fees refund in connection with the 2016 directors and officers insurance policy based on a settlement agreement. |
General and Administrative Ex_4
General and Administrative Expenses (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
General and Administrative Expenses (Textual) | |
Deduction of legal fees | $ 2,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net and comprehensive loss | $ 6,600 | $ 4,927 |
Temporary differences of expense in connection with employee benefits | 18 | 34 |
Deferred tax assets before valuation allowance | 6,618 | 4,961 |
Valuation allowance | (6,618) | (4,961) |
Deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Loss before income tax | $ (7,737) | $ (10,189) | $ (9,111) |
Israeli corporate income tax rate | 23.00% | 23.00% | 24.00% |
Theoretical income tax benefit | $ (1,780) | $ (2,343) | $ (2,187) |
Valuation allowance for deferred tax | $ 1,780 | $ 2,343 | $ 2,187 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes (Textual) | |||
Israeli corporate income tax rate | 23.00% | 24.00% | |
Deferred tax asset | $ 6,618 | $ 4,961 | |
Net operating losses carryforwards, description | ACSI has incurred operating and capital accumulated losses for tax purposes in the amount of NIS 141.4 million (approximately $40.9 million based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) and NIS 478 thousand (approximately $138 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019), respectively and ASM has incurred operating accumulated losses for tax purposes in the amount NIS 306 thousand (approximately $96 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019). |
Concentration Risk (Details)
Concentration Risk (Details) | 12 Months Ended | ||
Dec. 31, 2019CustomersVendors | Dec. 31, 2018CustomersVendors | Dec. 31, 2017CustomersVendors | |
Revenues [Member] | |||
Concentration Risk (Textual) | |||
Concentration risk, percentage | 10.00% | ||
Revenues [Member] | Major customers [Member] | |||
Concentration Risk (Textual) | |||
Concentration risk, percentage | 88.00% | 86.00% | 89.00% |
Number of customers | Customers | 1 | 2 | 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 | 34.00% | 0.00% | 17.00% |
Number of vendors | Vendors | 2 | 0 | 1 |
Accounts receivables [Member] | |||
Concentration Risk (Textual) | |||
Concentration risk, percentage | 100.00% | 98.00% |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Mar. 31, 2020 | |
Subsequent Event [Member] | |
Subsequent Events (Textual) | |
Loan from the account holding frozen funds, description | The IP approved the Group an additional withdrawal of NIS 1.5 million (approximately $434 thousand based on the exchange rate of $1.00 / NIS 3.456 in effect as of December 31, 2019) from the restricted account, for the same purpose as the previous one. The withdrawal was made immediately after permission was received. For additional information see Note 3. |