Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-15746 | ||
Entity Registrant Name | VIEWBIX INC. | ||
Entity Central Index Key | 0000797542 | ||
Entity Tax Identification Number | 68-0080601 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 11 Derech Menachem Begin Street | ||
Entity Address, City or Town | Ramat Gan | ||
Entity Address, Country | IL | ||
Entity Address, Postal Zip Code | 5268104 | ||
City Area Code | +972 | ||
Local Phone Number | 9-774-1505 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 273,000 | ||
Entity Common Stock, Shares Outstanding | 14,783,964 | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Firm ID | 1197 | ||
Auditor Name | Brightman Almagor Zohar & Co. | ||
Auditor Location | Tel Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 4,196 | $ 5,208 | |
Restricted deposits | 185 | 234 | |
Accounts receivable | 20,945 | 16,415 | |
Loan to parent company | 3,542 | 6,384 | |
Other current assets | 973 | 1,004 | |
Total current assets | 29,841 | 29,245 | |
NON-CURRENT ASSETS | |||
Severance pay funds | 52 | 83 | |
Deferred taxes | 340 | 133 | |
Property and equipment, net | 302 | 334 | |
Operating lease right-of-use asset | 486 | 569 | |
Intangible assets, net | 15,313 | 8,414 | |
Goodwill | 17,361 | 12,483 | |
Total non-current assets | 33,854 | 22,016 | |
Total assets | 63,695 | 51,261 | |
CURRENT LIABILITIES | |||
Accounts payable | 19,782 | 16,676 | |
Short-term loans | 5,069 | 5,069 | |
Current maturities of long-term loan | 1,500 | 1,500 | |
Other payables | 2,084 | 1,317 | |
Loan from parent company | 2,116 | ||
Operating lease liabilities - short term | 87 | 91 | |
Total current liabilities | 28,522 | 26,769 | |
NON-CURRENT LIABILITIES | |||
Accrued severance pay | 152 | 188 | |
Long-term loan, net of current maturities | 2,881 | 4,270 | |
Operating lease liabilities - long term | 388 | 491 | |
Deferred taxes | 1,853 | 1,026 | |
Total non-current liabilities | 5,274 | 5,975 | |
Commitments and Contingencies | |||
SHAREHOLDERS’ EQUITY | |||
Common stock of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 14,783,964 shares as of December 31, 2022, and December 31, 2021 () | [1] | 3 | 3 |
Additional paid-in capital | 25,350 | 16,074 | |
Accumulated deficit | (3,338) | (2,366) | |
Equity attributed to shareholders of Viewbix Inc. | 22,015 | 13,711 | |
Non-controlling interests | 7,884 | 4,806 | |
Total equity | 29,899 | 18,517 | |
Total liabilities and shareholders’ equity | $ 63,695 | $ 51,261 | |
[1]Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reorganization Transaction (see note 1.B). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 490,000,000 | 490,000,000 |
Common Stock, Shares, Issued | 14,783,964 | 14,783,964 |
Common Stock, Shares, Outstanding | 14,783,964 | 14,783,964 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | |||
Revenues | $ 96,603 | $ 45,224 | |
Costs and Expenses: | |||
Traffic-acquisition and related costs | 83,011 | 37,422 | |
Research and development | 3,255 | 2,369 | |
Selling and marketing | 2,479 | 1,345 | |
General and administrative | 2,157 | 1,384 | |
Depreciation and amortization | 2,809 | 1,941 | |
Business acquisition and related costs | 166 | 222 | |
Operating income | 2,726 | 541 | |
Financial expense (income), net | 1,456 | (140) | |
Income before income taxes | 1,270 | 681 | |
Income tax expense | 153 | 90 | |
Net income | 1,117 | 591 | |
Less: net income attributable to non-controlling interests | 1,089 | 291 | |
Net income attributable to shareholders of Viewbix Inc. | $ 28 | $ 300 | |
Net income per share – Diluted attributed to shareholders: | $ 0 | $ 0.02 | |
Weighted average number of shares () – Basic: | [1] | 14,783,964 | 14,783,964 |
Weighted average number of shares () – Diluted: | [1] | 15,044,630 | 15,044,630 |
[1]Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reorganization Transaction (see note 1.B). |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total | |
Beginning balance at Dec. 31, 2020 | $ 3 | [1] | $ 15,933 | $ (2,666) | $ 13,270 | $ 13,270 | |
Beginning balance, shares at Dec. 31, 2020 | 14,783,964 | ||||||
Net income | [1] | 300 | 300 | 291 | 591 | ||
Share-based compensation | [1] | (43) | (43) | (43) | |||
Dividend distributed to non-controlling interests | [1] | (194) | (194) | ||||
Business acquisition (see note 7.A) | [1] | 4,709 | 4,709 | ||||
Financing provided by the Parent Company (see note 15.B) | [1] | 184 | 184 | 184 | |||
Ending balance at Dec. 31, 2021 | $ 3 | [1] | 16,074 | (2,366) | 13,711 | 4,806 | $ 18,517 |
Ending balance, shares at Dec. 31, 2021 | 14,783,964 | 14,783,964 | |||||
Net income | [1] | 28 | 28 | 1,089 | $ 1,117 | ||
Share-based compensation | [1] | 49 | 49 | 22 | 71 | ||
Adjustment to Ultimate Parent’s carrying values (see note 7.B) | [1] | 9,227 | 9,227 | 4,101 | 13,328 | ||
Dividend declared to shareholders | [1] | (1,000) | (1,000) | (1,000) | |||
Dividend distributed to non-controlling interests | [1] | (2,134) | (2,134) | ||||
Ending balance at Dec. 31, 2022 | $ 3 | [1] | $ 25,350 | $ (3,338) | $ 22,015 | $ 7,884 | $ 29,899 |
Ending balance, shares at Dec. 31, 2022 | 14,783,964 | ||||||
[1]Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reorganization Transaction (see note 1.B). |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from Operating Activities | ||
Net income | $ 1,117 | $ 591 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortizations | 2,809 | 1,941 |
Share-based compensation | 71 | (43) |
Deferred taxes | (532) | (133) |
Accrued interest, net | (76) | (135) |
Exchange rate differences on loans | 786 | (243) |
Fair value revaluation of a short-term loan | 175 | 19 |
Changes in assets and liabilities items: | ||
Decrease (increase) in accounts receivable | (4,530) | 498 |
Decrease (increase) in other receivables | (52) | 338 |
Decrease in operating lease right-of-use assets | 83 | 68 |
Decrease in severance pay, net | (5) | (249) |
Increase in accounts payable | 3,106 | 2,172 |
Increase (decrease) in other payables | 177 | (649) |
Decrease in operating lease liabilities | (107) | (55) |
Increase in loan from parent company | 215 | 246 |
Net cash provided by operating activities | 3,237 | 4,366 |
Cash flows from Investing Activities | ||
Purchase of property and equipment | (58) | (311) |
Cash paid in connection with an acquisition, net of cash acquired (see note 7) | (10,185) | |
Capitalization of software development costs | (16) | (269) |
Net cash used in investing activities | (74) | (10,765) |
Cash flows from Financing Activities | ||
Receipt of short-term bank loan | 3,500 | |
Repayment of short-term bank loan | (600) | |
Receipt of long-term bank loan | 6,000 | |
Repayment of long-term bank loan | (1,389) | (230) |
Payment of dividend to non-controlling interests | (1,689) | (194) |
Payment of dividend to shareholders (see note 13.E) | (73) | |
Increase in loan to parent company | (1,073) | (199) |
Net cash provided by (used in) financing activities | (4,224) | 8,277 |
Increase (decrease) in cash and cash equivalents and restricted cash | (1,061) | 1,878 |
Cash and cash equivalents and restricted cash at beginning of period | 5,442 | 3,564 |
Cash and cash equivalents and restricted cash at end of period | 4,381 | 5,442 |
Cash paid during the period | ||
Taxes paid | (928) | (381) |
Interest paid | (556) | (84) |
Total Cash paid and received during the period | (1,484) | (465) |
Substantial non-cash activities: | ||
Offset of loans between related parties (see note 15) | 2,558 | |
Dividend distribution to parent company which was offset from a loan to parent company (see note 15) | 714 | |
Dividend declared to non-controlling interests (see note 13.E) | 445 | |
Dividend declared to shareholders (see note 13.E) | 130 | |
Modification of parent company payable into a loan (see note 15) | 2,116 | |
Right of use assets obtained in exchange for operating lease liabilities | $ 637 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1: GENERAL A. Organizational Background Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc (“Zaxis”). In 2015 the Company changed its name to Emerald Medical Applications Corp., subsequent to which the Company, through its subsidiarity, was engaged in the development of technology for use in detection of skin cancer. On January 29, 2018, the Company ceased its business operations in this field. On January 17, 2018, the Company formed a new wholly owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (“VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies. Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. VCT Israel ceased its business operation in 2019 and prior to consummation of the Recapitalization Transaction. On January 27, 2020, VCT Israel was sold to a third party for NIS 50 13 On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization Transaction”) with Gix Internet Ltd., a company organized under the laws of the State of Israel (“Gix” or “Parent Company’’), pursuant to which, Gix assigned, transferred and delivered its 99.83% B. Reorganization Transaction On December 5, 2021, the Company entered into a certain Agreement and Plan of Merger with Gix Media Ltd. (“Gix Media”), an Israeli company and the majority-owned ( 77.92% On September 19, 2022, (the “Closing Date”) the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were delivered to the Company in exchange for the Company’s shares of common stock, par value $ 0.0001 As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, hold approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 1: GENERAL (Cont.) B. Reorganization Transaction (Cont.) As the Company and Gix Media Ltd. were consolidated both by the Parent Company and Medigus Ltd. (the “Ultimate Parent”), before and after the Closing Date, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the combined financial information of the Company and Gix Media Ltd. is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media Ltd., as it is reflected in the consolidated financial statements of the Parent Company, for all periods preceding March 1, 2022, the date the Ultimate Parent obtained controlling interest in the Parent Company and as it is reflected in the consolidated financial statements of the Ultimate Parent for all periods subsequent to March 1, 2022 (see also note 7.B). Share and per share data in these financial statements have been retrospectively adjusted, for all periods presented, to reflect a number of shares that is equivalent to the number of shares of the Company post the Reorganization Transaction. C. Business Overview The Company and its subsidiaries (the “Group”), Gix Media and Cortex Media Group Ltd. (“Cortex”), operate in the field of digital advertising. The Group has two main activities that are reported as separate operating segments: the search segment and the digital content segment. The search segment develops a variety of technological software solutions, which perform automation, optimization, and monetization of internet campaigns, for the purposes of obtaining and routing internet user traffic to its customers. The search segment activity is conducted by Gix Media. The digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain and route internet user traffic for its customers. The digital content segment activity is conducted by Cortex. As of December 31, 2022, Gix Media holds 70% A D. Reverse Stock Split In connection with the Closing of the Reorganization Transaction, the Company filed an Amended and Restated Certificate of Incorporation (the “Amended COI”) with the Secretary of State of Delaware, effective as of August 31, 2022, pursuant to which, concurrently with the effectiveness of the Amended COI, the Company, among other things, effected a reverse stock split of its Common Stock at a ratio of 1-for-28 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES A. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. B. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported of assets and liabilities and disclosure at the date of the consolidated financial statements and the reported amounts of income and expense during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income taxes, deferred taxes, share-based compensation and leases. Actual results could differ from those estimates. C. Functional Currency and Foreign Currency Transactions Most of the revenues of the Company are received in U.S. dollars. In addition, a substantial portion of the costs of the Company are incurred in U.S. dollars. Therefore, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company and each of its subsidiaries operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. Accordingly, monetary balances denominated in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Statement of the Accounting Standard Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC No. 830”). Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in the financial income net, as appropriate. D. Cash and cash equivalents The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. E. Restricted Deposits Restricted cash held in interest bearing saving accounts which are used as a security for the Group’s credit card and lease obligations. F. Accounts receivable and allowance for credit losses Accounts receivables are recorded at the invoiced amount, net of an allowance for credit losses. The Group evaluates its outstanding accounts receivables and establishes an allowance for credit losses based on information available on their credit condition, current aging, historical experience, future economic and market conditions. These allowances are reevaluated and adjusted periodically as additional information is available. Changes in the allowance for expected credit losses are recorded under general and administrative expenses in the consolidated statements of operations. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) G. Fixed assets Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line basis over the estimated useful lives, at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES % Computers and peripherals equipment 33 Office furniture and equipment 6 15 Leasehold improvements - (*) Over the shorter of the lease term (including options if any that are reasonably certain to be exercised estimated useful life). H. Leases In accordance with ASC No. 842 “Leases”, the Company determines if an arrangement is a lease at inception. If an arrangement is a lease, the Company determines whether it is an operating lease or a finance lease at the lease commencement date. Operating leases are included in operating lease right-of-use asset, operating lease liabilities – current, and non-current operating lease liabilities in the Company’s consolidated balance sheets. Operating lease assets represent the Company’s right to control the use of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the estimated lease. Operating lease assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The incremental borrowing rate is estimated based on factors such as the lease term, credit standing and the economic environment of the location of the lease. Variable lease payments, including payments based on an index or a rate, are expensed as incurred and are not included within the operating lease asset and operating lease liabilities. The Company does not separate non-lease components from lease components for its leases of real estate. The Company’s lease terms are the noncancelable periods, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Lease costs are recognized on a straight-line basis over the lease term. The Company does not recognize operating lease asset and operating lease liabilities for leases with terms shorter than 12 months. Lease costs for short-term leases are recognized on a straight-line basis over the lease term. The Company has material non-functional currency leases. Lease liabilities in respect of leases denominated in a foreign currency are remeasured using the exchange rate at each reporting date. Lease assets are measured at historical rates, which are not affected by subsequent changes in the exchange rates. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) I. Revenue Recognition As described in note 1.C, the Company generates revenues from obtaining internet user traffic and routing such traffic to its customers. The Company is entitled to receive consideration for its service upon each individual internet user traffic routed to and monetized by its customers. The Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, such as VAT taxes. Revenues are presented net of VAT. The Company’s payments terms are less than one year. Therefore, no finance component is recognized. The Company recognizes revenues upon routing of internet users’ traffic that is monetized by its customers. As the Company operates as the primary obligor in its arrangements and has sole discretion in determining to which of its customers internet user traffic is to be routed, revenues are presented on a gross basis. J. Traffic-acquisition and related costs Traffic acquisition and related costs consist primarily of fees paid to suppliers in connection with the Company’s internet traffic sources, as well as internal costs incurred in connection with the acquisition of such traffic. Traffic acquisition costs are expensed as incurred. K. Research and development expenses Research and development costs are charged to the consolidated statements of income as incurred, except for certain costs relating to internally developed software, which are capitalized. The Company capitalizes certain internal - The costs capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software, once it is ready for its intended use. The Company believes that the straight-line recognition method best approximates the manner in which the expected benefit will be derived. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. L. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, and (“ASC 740”). ASC 740 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and for carry forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) L. Income taxes (Cont.) Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits, are recognized in tax expense. M. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. N. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted deposits, accounts receivable, loan to Parent Company, other current assets, current maturities of long-term loan, accounts payable, other payables, short-term loans approximate their fair value due to the short-term maturities of such instruments. The carrying amount of the Parent Company loan approximates its fair value due to its initial recognition at fair value upon modification (see note 15). The carrying amount of the variable interest rate long-term loan is approximates to its fair value as it bears interest at approximate market rate. O. Business Combinations The Company accounts for its business combinations in accordance with ASC 805, “Business Combinations” (“ASC 805”). ASC 805 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill. ASC 805 requires recognition of assets acquired, liabilities assumed and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the fair value of identifiable intangible assets including customer relations, technology, as well as goodwill. Goodwill is the amount by which the acquisition cost exceeds the fair values of identifiable acquired net assets on the date of purchase. Acquisition-related definite lived intangible assets are reported at cost, net of accumulated amortization. P. Goodwill The Company’s goodwill reflects the excess of the consideration paid or transferred including the fair value of contingent consideration over the fair values of the identifiable net assets acquired. Goodwill is not amortized but instead is tested for impairment, in accordance with ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), at the reporting unit level, at least annually at December 31 each year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) P. Goodwill (Cont.) The goodwill impairment test is performed by evaluating an initial qualitative assessment of the likelihood of impairment. If this step indicates that the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the impairment test is performed. In the impairment test, the Company compares the fair value of the reporting unit to the carrying value of the reporting unit. If the fair value of the reporting unit exceeds the carrying value of the net assets allocated to that unit, goodwill is not impaired, and no further testing is required. If the fair value is less than the carrying value of the reporting unit, then the second step of the impairment test is performed to measure the amount of the impairment. Q. Intangible assets, other than goodwill Intangible assets are identifiable non-monetary assets that have no physical substance. Intangible assets with indefinite useful lives are not amortized and are tested for impairment once a year, or whenever there is a sign indicating that impairment may have occurred, in accordance with ASC 350. An estimate of the useful life of intangible assets with an indefinite useful life is examined at the end of each reporting year. A change in the estimated useful life of an intangible asset that changes from indefinite-lived to finite-lived is treated prospectively. Intangible assets with a finite useful life are amortized in a straight line over their estimated useful life subject to impairment testing. A change in the estimated useful life of an intangible asset with a finite useful life is treated prospectively. The useful life used to amortize intangible assets with a finite useful life is as follows: SCHEDULE OF AMORTIZE INTANGIBLE ASSETS % Customer relations 14.3 Technology 16.7 22 Internal - 33 R. Impairment of long-lived assets The Company’s long-lived assets to be held or used, including property and equipment, right of use assets and intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, “Property, Plants and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) S. Severance Pay The Company’s liability for severance pay for some of its Israeli employees is calculated pursuant to Israeli Severance Pay Law, 1963 (the “Israeli Severance Pay Law”) based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. These employees are entitled to one month’s salary for each year of employment or a portion thereof. The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement and therefore is usually classified as a long-term liability unless the cessation of the employees is expected during the upcoming year. The Company’s liability for these Israeli employees is partially covered by monthly deposits for insurance policies and the remainder by an accrual. The deposited funds for these policies are recorded as an asset in the Company’s balance sheet and include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies. With respect to other Israeli employees, the Company acts pursuant to the general approval of the Israeli Ministry of Labor and Welfare, pursuant to the terms of Section 14 of the Israeli Severance Pay Law (“Section 14”), according to which the current deposits with the pension fund and/or with the insurance company exempt the Company from any additional obligation to these employees for whom the said depository payments are made. As a result, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance expenses for the years ended December 31, 2022 and 2021 amounted to $ 131 157 T. Share-based compensation The Company accounts for share-based compensation in accordance with ASC 718, “Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods, which is generally the vesting period, in the Company’s consolidated statement of operations. The Company selected the Black-Scholes option pricing model as the most appropriate fair value method for its share options awards. The option-pricing model requires several assumptions, of which the most significant are the expected share price volatility and the expected option term. The Company accounts for forfeitures as they occur. U. Warrants The Company accounts for warrants in accordance with applicable accounting guidance provided in ASC Topic 815 “Derivatives and Hedging – Contracts in Entity’s Own Equity” (ASC Topic 815), as equity instruments. V. Net income per share In accordance with ASC 260, “Earnings Per Share” (“ASC 260”), basic net earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if share options, warrants or other commitments to issue ordinary shares were exercised or equity awards vested, resulting in the issuance of ordinary shares that could share in the net earnings of the Company. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) W. Segment reporting The Company reports financial and descriptive information about its reportable segments. Reportable segments are operating segments or aggregations of operating segments that meet specified criteria as defined in ASC 280, “Segments Reporting”. Operating segments are distinguishable components of an entity for each of which a separate financial information is available and is reported in a manner consistent with the internal reporting provided to the entity’s Chief Operating Decision Maker (“CODM”) in making decisions about how to allocate resources and in assessing performance. The review of the CODM is carried out according to the results of the segment’s activity. His review does not include certain expenses that are not related specifically to the activity of each of the segments. Those expenses are presented as reconciliation between segments operating results to total operating results in financial statements. X. Recent accounting pronouncements ASU 2019-12, Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for annual periods beginning after January 1, 2022 and interim periods within annual periods beginning after January 1, 2023, and early adoption was permitted. The adoption of this accounting standard had no material impact on the Company’s consolidated financial statements. ASU 2019-10, Financial Instruments—Credit Losses (Topic 326) In September 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. Upon adoption of this accounting standard, as of January 1, 2022, The Company has determined that the estimates of current and expected credit losses are immaterial. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) X. Recent accounting pronouncements (cont.) ASU 2021-08, Business Combinations In October 2021 the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. The amendments in this update require that an entity (acquirer), recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company does not expect the adoption of this accounting standard will have a material impact on its consolidated financial statements. ASU 2021-04, Warrants In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The adoption of this accounting standard has no material impact on the Company’s consolidated financial statements. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3: OTHER CURRENT ASSETS Composition: SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION As of December 31 As of December 31 2022 2021 Prepaid expenses $ 318 $ 350 Government authorities $ 596 $ 624 Other receivables $ 59 $ 30 Other accounts receivables 973 1,004 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4: PROPERTY AND EQUIPMENT, NET Composition: SCHEDULE OF PROPERTY AND EQUIPMENT, NET Cost: As of December 31 As of December 31 2022 2021 Cost: Computers and peripheral equipment $ 491 $ 436 Office furniture and equipment $ 137 $ 134 Leasehold improvements $ 273 $ 273 Total cost $ 901 $ 843 Less: accumulated depreciation (599 ) (509 ) Property and equipment, net 302 334 Depreciation expenses totaled $ 90 94 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | |
LEASES | NOTE 5: LEASES On February 25, 2021, Gix Media entered into a lease agreement for a new corporate office of 479 10 67 The Company includes renewal options that it is reasonably certain to exercise in the measurement of the lease liabilities. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 5: LEASES (Cont.) Weighted-average remaining lease term and discount rate were as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES As of December 31 2022 Operating leases weighted average remaining lease term (in years) 5.17 Operating leases weighted average discount rate 3.10 % Maturities of operating lease liabilities as of December 31, 2022, are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES As of December 31 2022 2023 $ 89 2024 $ 89 2025 $ 89 2026 $ 114 Thereafter $ 138 Total lease payments 519 Less: imputed interest (44 ) Present value of lease liabilities 475 Operating lease expenses amounted to $ 102 85 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | NOTE 6: GOODWILL AND INTANGIBLE ASSETS, NET A. Composition: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS ( * Internal-use Software ( * Customer Relations Technology Goodwill Total Cost: Balance as of January 1, 2022 449 7,753 7,757 12,483 28,442 Adjustments to Ultimate Parent company carrying values (see note 7.B) - (1,519 ) 3,251 4,878 6,610 Additions 16 - - - 16 Balance as of December 31, 2022 465 6,234 11,008 17,361 35,068 Accumulated amortization: Balance as of January 1, 2022 - 4,261 3,284 - 7,545 Adjustments to Ultimate Parent company carrying values (see note 7.B) - (4,457 ) (3,413 ) - (7,870 ) Amortization recognized during the year 122 937 1,660 - 2,719 Balance as of December 31, 2022 122 741 1,531 - 2,394 Amortized cost: As of December 31, 2022 343 5,493 9,477 17,361 32,674 ( * Internal-use Software ( * Customer Relations Technology Goodwill Total Cost: Balance as of January 1, 2021 180 6,080 3,117 2,902 12,279 Cost: beginning balance 180 6,080 3,117 2,902 12,279 Acquisition of Cortex (see note 7.A) - 1,673 4,640 9,581 15,894 Additions 269 - - - 269 Balance as of December 31, 2021 449 7,753 7,757 12,483 28,442 Cost: ending balance 449 7,753 7,757 12,483 28,442 Accumulated amortization: Balance as of January 1, 2021 - 3,274 2,424 - 5,698 Accumulated amortization: beginning balance - 3,274 2,424 - 5,698 Amortization recognized during the year - 987 860 - 1,847 Balance as of December 31, 2021 - 4,261 3,284 - 7,545 Accumulated amortization: ending balance - 4,261 3,284 - 7,545 Amortized cost: As of December 31, 2021 449 3,492 4,473 12,483 20,897 Amortized cost: 449 3,492 4,473 12,483 20,897 (*) During 2020, Gix Media engaged with a subcontractor for the development of an internal-use software (the “Software”). Gix Media capitalized its developments costs until March 1, 2022 and from this date the Software became available for use. Accordingly, Gix Media recognized amortization expenses over the estimated useful life of the Software determined to be three years. For the period from March 1, 2022, until December 31, 2022, Gix Media recorded amortization expenses of $ 122 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 6: GOODWILL AND INTANGIBLE ASSETS, NET (Cont.) B. Estimated annual amortization expense for each of the next five years is as follows: SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE YEARS 2023 2,880 2024 2,880 2025 2,758 2026 2,725 2027 2,725 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | NOTE 7: BUSINESS COMBINATION A. Cortex Acquisition On October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of the shares of Cortex (the “Cortex Transaction”), a private company operating in the field of online media and advertising. In consideration for the Cortex Transaction, Gix Media paid NIS 35 million in cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of 12 months from the closing date (the “Purchase Price”). In January 2023, Gix Media acquired an additional 10 The Cortex Transaction also included the following main terms: ● Gix Media will acquire 30 100 10 ● The obligation (and right) to acquire the Remaining Balance Shares will expire in the event of an initial public offering of Cortex’s shares or in the event of a 50% or more decrease in Cortex’s annual net income, for a period of 12 consecutive months, compared to the net income during the period of 12 months ended July 31, 2021. As of the date of filling of these financial statements, this right and obligation has not expired. ● If Gix Media does not fulfill its obligation to acquire the Remaining Balance Shares, within 90 days from the designated acquisition date as stated above, the selling shareholders of Cortex (the original shareholders of Cortex) will be released from their obligation not to sell or transfer their holdings in Cortex to a third party, in relation to the same stage of the balance of the shares not acquired as aforesaid. If Gix Media does not fulfill its obligation to acquire the Remaining Balance Shares in a certain stage, its right to acquire the Remaining Balance Shares in the subsequent stage, will be conditioned upon the acquisition of the Remaining Balance Shares not purchased by it in the previous stage as well, provided that the Remaining Balance Shares were not transferred or pledged by the selling shareholders of Cortex to a third party. The Cortex Transaction was financed by Gix Media’s existing cash balances and substantially by debt through a bank financing in the aggregate amount of $ 9.5 3.5 6 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 7: BUSINESS COMBINATION (Cont.) A. Cortex Acquisition (Cont.) Fair Value of Cortex’s Identifiable Assets and Liabilities: SCHEDULE OF BUSINESS COMBINATION OF ASSETS AND LIABILITIES Cash and cash equivalents 775 Restricted deposits 29 Trade receivables 10,662 Other accounts receivables 346 Property and equipment 10 Goodwill arising from the acquisition 9,581 Technology 4,640 Customer relations 1,673 Total assets 27,716 Accounts payables 8,906 Short-term loan 1,500 Accrued expenses and other current liabilities 854 Deferred taxes and taxes payable 758 Total liabilities 12,018 Non-Controlling Interests 4,709 Total acquisition cost 10,989 The Purchase Price has been allocated between tangible and intangible assets acquired and liabilities assumed based on estimated fair values, with the residual of the Purchase Price recorded as goodwill. The intangible assets identified in the Cortex Transaction were technology and customer relations. The estimation of the fair value of these intangible assets was determined using the income approach, which is based on the present value of the future cash flows attributable to each identifiable intangible asset. The fair value of the obligation and right to acquire the Remaining Balance Shares was estimated at a de minimis value, as the contractual terms for determining the Purchase Price for each such future acquisition provided that the Purchase Price will be determined at an amount equal to the shares’ fair value at each future acquisition date. The fair value of the non-controlling interests is derived from the valuation of 100% of the shares of Cortex less the consideration paid upon acquiring 70% of Cortex’s shares. Trade receivables, other accounts receivables, accounts payables, short-term loan and accrued expenses and other current liabilities were estimated to have fair values that approximate their carrying values due to the short-term maturities of these instruments. The estimated useful lives for the acquired technology and customer relations associated with the Cortex Transaction are 6 and 7 years, respectively. The goodwill will not be deductible for income tax purposes. During 2021, Gix Media recorded acquisition costs in the amount of $ 197 Net Cash Flow from the Cortex Transaction: Consideration paid in cash 10,989 Less cash and cash equivalents and restricted deposits received from acquisition of Cortex (804 ) Total net cash paid 10,185 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 7: BUSINESS COMBINATION (Cont.) B. Reorganization Transaction On September 19, 2022, the Reorganization Transaction (see note 1.B) was consummated and as a result the former holders of Gix Media Shares, who previously held a controlling interest in the Company, retained a controlling interest in the Company and additionally, Gix Media became a wholly owned subsidiary of the Company. As the Company and Gix Media were both consolidated by the Parent Company and the Ultimate Parent, before and after the Closing Date, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the assets and liabilities of Gix Media are presented in these financial statements at their cost basis as included in the books of the Parent Company, for the period until February 28, 2022, and at their cost basis as included in the books of the Ultimate Parent, from March 1, 2022, the date the Ultimate Parent obtained control in the Parent Company and became an ultimate parent of the Company. Accordingly, the historical cost of Gix Media’s assets and liabilities as of March 1, 2022, was determined in the allocation of the purchase price between tangible and intangible assets acquired and liabilities assumed by the Ultimate Parent as of March 1, 2022. The difference between the cost basis of the assets and liabilities of Gix Media in the books of the Ultimate Parent and the cost basis of the assets and liabilities of Gix Media in the books of the Parent Company, as of March 1, 2022, was recorded as an adjustment to Ultimate Parent’s carrying values in the Company’s consolidated statements of changes in shareholders’ equity. The purchase price allocated to intangible assets of Gix Media as of March 1, 2022, is as follows: SCHEDULE OF PURCHASE PRICE ALLOCATED TO INTANGIBLE ASSETS Goodwill 17,361 Technology 11,008 Customer relations 6,234 Deferred taxes liabilities (2,069 ) Total 32,534 Non-controlling interests 8,540 The purchase price has been allocated between tangible and intangible assets acquired and liabilities assumed based on estimated fair values, with the residual of the purchase price recorded as goodwill. The intangible assets identified in the acquisition were technology and customer relations. The estimation of the fair value of these intangible assets was determined using the income approach, which is based on the present value of the future cash flows attributable to each identifiable intangible asset. The fair value of the non-controlling interests was derived from the valuation of 100% Cortex’s shares, in which Gix Media has an interest of 70%. The estimated useful lives for the acquired technology and customer relations associated with the Cortex Transaction are 6 and 7 years, respectively. Goodwill is not deductible for income tax purposes. Trade receivables, other accounts receivables, accounts payables, short-term loan and accrued expenses and other current liabilities were estimated to have fair values that approximate their carrying values due to the short-term maturities of these instruments. Long term loans were estimated to have fair values that approximate their carrying values given that their contractual interest approximates prevailing market interest rates. Accordingly, no adjustment to Ultimate Parent’s carrying values has been recorded in their regard as of March 1, 2022. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | NOTE 8: ACCOUNTS PAYABLE SCHEDULE OF ACCOUNTS PAYABLE As of December 31 As of December 31 2022 2021 Trade payables $ 14,271 $ 10,491 Accrued expenses $ 5,511 $ 6,185 Accounts payable 19,782 16,676 |
OTHER PAYABLES
OTHER PAYABLES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
OTHER PAYABLES | NOTE 9: OTHER PAYABLES SCHEDULE OF OTHER ACCOUNTS PAYABLE As of December 31 As of December 31 2022 2021 Government authorities $ 714 $ 615 Employees and payroll accruals $ 699 $ 655 Dividend payable (see note 13.E) $ 575 $ - Other payables $ 96 $ 47 Accounts payable other 2,084 1,317 |
LOANS
LOANS | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
LOANS | NOTE 10: LOANS A. Bank Financing for Cortex Transaction: On the closing date of the Cortex Transaction, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd (“Leumi”), an Israeli bank, for the provision of a line of credit in the total amount of up to $ 3.5 6 A The Financing Agreement included the following main terms: 1) A loan of $ 6 48 LIBOR + 4.12% 2) A renewable monthly line of credit, of up to $ 3.5 80 LIBOR + 3.2% 3) Gix Media undertook to meet financial covenants over the life of the loans as follows: (1) the ratio of debt to EBITDA, based on the Gix Media’s consolidated financial statements in all 4 consecutive quarters, will not exceed 2.4 in the first two years and will not exceed 1.75 in the following two years. 4) As part of the Financing Agreement, Gix Media and the Company provided several liens in favor of Leumi (see Note 12). VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 10: LOANS (Cont.) On July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement, according to which, Leumi will provide Gix Media with a loan of $ 1,500 , to be withdrawn at the discretion of Gix Media no later than January 31, 2023 (the “Additional Loan”). The Additional Loan will bear an annual interest of SOFR + 5.25% to be repaid in 42 equal monthly payments starting from the date of the Additional Loan’s receipt. The Additional Loan was used to purchase an additional 10 % of Cortex’s shares in accordance with Cortex Transaction As of December 31, 2022, the Additional Loan was not provided (see note 18.A). B. Cortex’s Loan Agreement: On April 7, 2022, Cortex and Leumi entered into an addendum to an existing loan agreement between the parties, dated August 15, 2021. As part of the addendum to the loan agreement, Leumi provided Cortex with a monthly renewable credit line (the “Additional Credit Line”) in the amount of up to $ 1,000 1,500 2,500 70 SOFR + 3.52 As of December 31, 2022, the Additional Credit Line was not renewed. C. Composition of long-term loans, short-term loans, and credit lines of the Group: The following is the composition of the balance of the Group’s loans according to their nominal value: SCHEDULE OF COMPOSITION OF THE BALANCE OF THE GROUP’S LOANS Interest rate (*) As of December 31, 2022 As of December 31, 2021 Short-term loan – the Company 8 % 69 69 Short-term bank loan – Gix Media LIBOR + 3.20% 3,500 3,500 Short-term bank loan – Cortex LIBOR + 3.52% 1,500 1,500 Long-term bank loan, including current maturity – Gix Media LIBOR + 4.12% 4,381 5,770 Bank Loan 9,450 10,839 (*) The LIBOR interest rate will continue to be published until June 2023 and then will be replaced by the Secured Overnight Financing Rate (“SOFR”). Maturities of the Group’s bank loans as of December 31, 2022, are as follows: SCHEDULE OF MATURITIES OF DEBT 2023 6,569 (*) 2024 1,500 2025 1,381 Total 9,450 (*) Includes a sum of $ 5,000 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 10: LOANS (Cont.) D. Short term loan and issues of shares of Common Stock: On December 18, 2020, the Company entered into a loan agreement and Stock Subscription Agreement with certain Investors, pursuant to which the Investors lent an aggregate amount of $ 69 8 19,715 0.01 30 107,143 The Company allocated the total proceeds of $ 99 30 107,143 69 19 The allocation of the proceeds to the fair value distribution of the liability and equity components on the transactions date was as follows: SCHEDULE OF FAIR VALUE DISTRIBUTION OF LIABILITY AND EQUITY COMPONENTS Instrument Fair Value % of Fair Value Allocated Amount Loan 55 50.55 50 Shares 54 49.45 49 Total 109 100 99 The composition of short-term loan balance as of the transaction is as follows: SCHEDULE OF COMPOSITION OF SHORT TERM LOAN Loan 69 Discount on short term loan (19 ) Short term loan, net 50 As of December 31, 2021, the discount on the Loan was fully amortized. In January 2023, the Company repaid part of the Loan (see note 18.B). |
INCOME TAX EXPENSE
INCOME TAX EXPENSE | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX EXPENSE | NOTE 11: INCOME TAX EXPENSE A. Tax rates applicable to the income of the Company: Viewbix Inc. is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21% Viewbix Israel is taxed according to Israeli tax laws. The Israeli corporate tax rate is 23 Gix Media and Cortex are recognized as a “Preferred-Technology Enterprise” in accordance with Section 51 of the Encouragement of Capital Investments Law, 1959 and are taxed at a reduced corporate tax rate of 12 B. Tax assessments: As of December 31, 2022, Gix Media has a final tax assessment for all tax year up to the year ended December 31, 2020. Cortex has a final tax assessment for all tax year up to the year ended December 31, 2018. Viewbix Israel has a final tax assessment for all tax year up to the year ended December 31, 2018. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 11: INCOME TAX EXPENSE (Cont.) C. Deferred taxes are comprised of the following components: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are comprised of the following components: SCHEDULE OF DEFERRED INCOME TAXES As of December 31 As of December 31 2022 2021 Deferred tax assets Deferred research and development expenses $ 279 $ 38 Employee compensation and benefits $ 13 $ 19 Operating loss carryforward $ 7,554 $ 7,264 Operating lease right of use asset $ 53 $ 68 Accrued severance pay $ 13 $ 13 Total deferred tax assets $ 7,912 $ 7,402 Deferred tax liabilities: Differences between tax basis and carrying values of loans $ - $ 39 Operating lease right of use liability $ 57 $ 70 Intangible assets associated with business combinations $ 1,796 $ 956 Total deferred tax liabilities $ 1,853 1,065 Net deferred tax assets before valuation allowance $ 6,059 $ 6,337 Valuation allowance (7,572 ) (7,230 ) Net deferred tax liabilities $ 1,513 $ 893 As of December 31, 2022 and 2021, the Company has recorded a valuation allowance of $ 7,572 7,230 Income tax expenses are comprised as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFITS) 2022 2021 Year ended December 31, 2022 2021 Current tax expenses $ 782 $ 302 Tax benefit in respect of prior years $ (84 ) $ (73 ) Deferred tax income $ (545 ) $ (139 ) Taxes on income $ 153 $ 90 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 11: INCOME TAX EXPENSE (Cont.) D. Reconciliation of the theoretical tax expenses to the actual tax expenses: A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense as reported in the statements of operations is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 Year ended December 31, 2022 2021 Income before income taxes as reported in the consolidated statements of operations $ 1,270 $ 681 Statutory tax rate in the US 21 % 21 % Theoretical tax expense $ 267 $ 143 Increase (decrease) in tax expenses resulting from: Lower tax rates for preferred technology enterprises (218 ) (262 ) Non-deductible expenses 192 10 Tax benefits in respect of prior years (84 ) (73 ) Losses for tax purposes for which deferred taxes were not recorded (399 ) - Change in valuation allowance 342 154 Others 53 118 Taxes on income $ 153 $ 90 E. Available carryforward tax losses: As of December 31, 2022, Viewbix Israel incurred operating losses of approximately $ 13,755 As of December 31, 2022, the Company generated net operating losses in the U.S. of approximately $ 19,207 Net operating losses in the U.S. are available through 2035 F. Income before taxes includes the following components SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS BEFORE TAXES ON INCOME 2022 2021 Year ended December 31, 2022 2021 USA $ (595 ) $ (164 ) Israel 1,865 845 Total loss before taxes on income $ 1,270 $ 681 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12: COMMITMENTS AND CONTINGENCIES A. Liens: On September 19, 2022, as part of the Reorganization Transaction terms, the Company has provided several liens under Gix Media’s Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a guarantee to Bank Leumi of all of Gix Media’s obligations and undertakings to Bank Leumi unlimited in amount; (2) a subordination letter signed by the company to Leumi Bank; (3) A first ranking all asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts. Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on Gix Media’s full holdings in Cortex. Gix Media restricted deposits in the amount of $ 154 Cortex has a restricted deposit in the amount of $ 31 B. Officers and Directors Agreements: Chief Executive Officer: During December 2022 the Company entered into an employment agreement, through Viewbix Israel with Mr. Amihay Hadad, the Company’s Chief Executive Officer. Chairman of the Board: On June 13, 2022, the Company’s Board of Directors appointed Mr. Yoram Baumann as the Chairman of the Board of Directors of the Company and as a director of the Company. During December 2022 the Company entered into a management consulting agreement, through Viewbix Israel with Mr. Yoram Baumann in connection with his services as the Company’s and Gix Media’s Chairman of the Board of Directors. Non-Executive Directors: During December 2022, the Company entered into management consulting agreements, through Viewbix Israel with the company’s four non-executive directors effective as of December 1, 2022. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 13: SHAREHOLDERS’ EQUITY A. Shares of Common Stock: Shares of Common Stock confer the rights to: (i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, (ii) in distribution of dividends and (iii) to equally participate, on share basis, in distribution of excess of assets and funds from the Company and will not confer other privileges. B. Warrants: The following table summarizes information of outstanding warrants as of December 31, 2022 and 2021: SUMMARY OF OUTSTANDING WARRANTS Warrants Warrant Term Exercise Price Exercisable Class J Warrants 130,333 July 2029 13.44 130,333 Class K Warrants 130,333 July 2029 22.40 130,333 C. Reverse Stock Split: On August 31, 2022, the Company filed the Amended COI with the Secretary of State of Delaware to affect a 28 to 1 reverse stock split of the Company’s outstanding shares of Common Stock. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 13: SHAREHOLDERS’ EQUITY (Cont.) D. Share option plan In 2017, after the completion of Gix Media’s acquisition by the Parent Company, the Parent Company granted options to Gix Media’s employees. These options entitle the employees to purchase ordinary shares of the Parent Company that are traded in the Tel-Aviv Stock Exchange. A summary of Gix Media’s employee options activity and related information is as follows: SCHEDULE STOCK OPTION ACTIVITY As of December 31, 2022 As of December 31, 2021 Number of options Weighted average exercise price Number of options Weighted average exercise price $ $ Options outstanding at beginning of the year 737,915 1.61 1,120,000 1.56 Changes during the period: Granted - - - - Exercised - - - - Expired or forfeited (577,915 ) 1.42 (382,085 ) 1.61 Outstanding at end of period 160,000 1.42 737,915 1.61 Options exercisable at end of period 160,000 1.42 504,585 1.61 The following tables summarize additional information regarding the Gix Media’s outstanding and exercisable options as of December 31, 2022: SCHEDULE OF OPTION OUTSTANDING AND EXERCISABLE Options Outstanding and Exercisable As of December 31, 2022 Range of exercise price Number of options As of December 31, 2022 Weighted average exercise price Weighted average remaining contractual life (years) $ $ 1.42 160,000 1.42 6.60 The Company recognized stock-based compensation expenses related to Gix Media and Cortex employee’s options in the statement of operations as follows: SCHEDULE OF STOCK BASED COMPENSATION EXPENSES For the year ended December 31, 2022 2021 Research and development 55 (40 ) Selling and marketing 18 (6 ) General and administrative (2 ) 3 Total 71 (43 ) On March 2, 2023, the Company adopted a stock incentive plan under which the Company can grant various stock-based awards, under various tax regimes (see note 18.E). VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 13: SHAREHOLDERS’ EQUITY (Cont.) E. Dividends For the years ended December 31, 2022 and 2021, Cortex distributed dividends in the amount of $ 1,698 194 On December 25, 2022, Cortex declared a dividend in the total amount of $ 445 On September 14, 2022, Gix Media declared a dividend in the amount of $ 1,000 83 917 787 714 130 |
ADDITIONAL INFORMATION REGARDIN
ADDITIONAL INFORMATION REGARDING PROFIT AND LOSS ITEMS | 12 Months Ended |
Dec. 31, 2022 | |
Additional Information Regarding Profit And Loss Items | |
ADDITIONAL INFORMATION REGARDING PROFIT AND LOSS ITEMS | NOTE 14: ADDITIONAL INFORMATION REGARDING PROFIT AND LOSS ITEMS Composition: SCHEDULE OF INFORMATION REGARDING TO ACQUISITION RELATED COSTS A. Traffic-acquisition and related costs: 2022 2021 For the year ended December 31, 2022 2021 Social network ads $ 43,491 $ 8,213 Native ads 20,372 6,633 Search ads 18,319 22,407 Other related costs 829 169 Traffic - acquisition and related costs $ 83,011 $ 37,422 B. Research and development expenses: SCHEDULE OF INFORMATION REGARDING TO PROFIT AND LOSS 2022 2021 For the year ended December 31, 2022 2021 Salaries and related expenses $ 2,162 $ 1,708 Professional services and subcontractors 737 499 Share-based compensation 55 (40 ) Other 301 202 Research and development expenses $ 3,255 $ 2,369 C. Selling and marketing expenses: 2022 2021 For the year ended December 31, 2022 2021 Salaries and related expenses $ 1,864 $ 880 Advertising and marketing expenses 259 347 Share-based compensation 18 (6 ) Other 338 124 Sales and marketing expenses $ 2,479 $ 1,345 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 14: ADDITIONAL INFORMATION REGARDING PROFIT AND LOSS ITEMS (Cont.) D General and administrative expenses: 2022 2021 For the year ended December 31, 2022 2021 Salaries and related expenses $ 1,099 $ 796 Professional services 904 488 Share-based compensation (2 ) 3 Other 156 97 General and administrative $ 2,157 $ 1,384 E Financial income, net: Financial income: 2022 2021 For the year ended December 31, 2022 2021 Exchange rate differences $ 187 $ 221 Interest income on loan to Parent Company 143 151 Other - 5 Finance income $ 330 $ 377 Financial expenses: 2022 2021 For the year ended December 31, 2022 2021 Bank interest and fees $ 133 $ 85 Interest expense on bank loans 565 130 Interest expense on loans from Parent Company 52 - Exchange rate differences 858 8 Other 178 14 Financial expenses $ 1,786 $ 237 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) |
LOANS - PARENT COMPANY
LOANS - PARENT COMPANY | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
LOANS - PARENT COMPANY | NOTE 15: LOANS - PARENT COMPANY A. Loan to Parent Company: SCHEDULE OF LOAN FROM TO PARENT COMPANY As of December 31 As of December 31 2022 2021 Loan to Parent Company $ 3,542 $ 6,384 The balance with the Parent Company represents a balance of an intercompany loan under a loan agreement signed between Gix Media and the Parent Company on March 22, 2020 (the “First Loan”). The First Loan bears interest at a rate to be determined from time to time in accordance with Section 3(j) of the Income Tax Ordinance, new version, and the Income Tax Regulations (Determination of Interest Rate for the purposes of Section 3(j), 1986) or according to a market interest rate decision as agreed between the parties. For the years ended December 31, 2022, and 2021, Gix Media recognized interest income in respect of the First Loan in the amount of $ 143 151 During 2022, Gix Media distributed dividend to the Parent Company in the amount of $ 714 B. Loan from Parent Company: SCHEDULE OF LOAN FROM TO PARENT COMPANY As of December 31 As of December 31 2022 2021 Loan from Parent Company $ - $ 2,116 The balance with the Parent Company represents certain expenses with respect to the Company’s ongoing operation (mainly salary expenses and other general and administrative expenses) which were financed by the Parent Company (the “Intercompany Balance”). The Company entered into an agreement with the Parent Company, pursuant to which, effective as of December 31, 2021 (“Modification Date”), the Intercompany Balance was modified into a loan (the “Second Loan” and together with the First Loan, the “Loan Agreements”), which may be increased from time to time, upon the written mutual consent between the Company and the Parent Company. The Second Loan bears interest at a rate equivalent to the minimal interest rate recognized and attributed by the Israel Tax Authority and will be repaid, together with the accrued interest, in one payment until December 31, 2022, unless extended upon mutual consent of the Company and the Parent Company. The Company accounted for the modification as an extinguishment of the Intercompany Balance and the issuance of a new debt. The Second Loan was recorded at its fair value of $ 2,116 184 C. Restructure of Loan Agreements On November 20, 2022, the Company, Gix Media and the Parent Company agreed to restructure the Loan Agreements, such that the Company fully repaid the Second Loan to the Parent Company, by offsetting its amount from the First Loan owed by the Parent Company to Gix Media. As a result, as of December 31, 2022, the Company has no further obligations under the Second Loan. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) |
MAJOR CUSTOMERS
MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS | N OTE 16: MAJOR CUSTOMERS The following table sets forth the customers that represent 10% or more of the Group’s total revenues in each of the periods presented below: SCHEDULE OF TOTAL REVENUES For the year ended December 31, 2022 2021 Customer A 21 % 64 % Customer B 19 % - |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 17: SEGMENT REPORTING The Group operates in two different segments, since the Cortex Transaction in 2021 (see note 7.A), in such a way that each company in the Group operates as a separate business segment. Search segment Digital content segment The segments’ results include items that directly serve and/or are used by the segment’s business activity and are directly allocated to the segment. As such they do not include depreciation and amortization expenses for intangible assets created at the time of the purchase of those companies, financing expenses created for loans taken for the purpose of purchasing those companies, and therefore these items are not allocated to the various segments. Segments’ assets and liabilities are not reviewed by the CODM and therefore were not reflected in the segment reporting. A. Segments revenues and operating results: SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS Search segment Digital content segment Adjustments (See below) Year ended December 31, 2022 Revenues from external customers 22,746 73,857 - 96,603 Inter segment revenues - 124 (124 ) - Depreciation and amortization - - 2,809 2,809 Segment operating income 313 6,144 (3,731 ) 2,726 Financial (expenses) income, net 5 (21 ) (1,440 )(*) (1,456 ) Segment Income (loss), before income taxes 318 6,123 (5,171 ) 1,270 (*) Mainly consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 10). VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 17: SEGMENT REPOTING (Cont.) A. Segments revenues and operating results: (Cont.) Search segment Digital content segment Adjustments (See below) Year ended December 31, 2021 Revenues from external customers 29,985 15,239 - 45,224 Depreciation and amortization - - 1,941 1,941 Segment operating income 1,608 1,431 (2,498 ) 541 Financial (expenses) income, net (145 ) (53 ) 338 (*) 140 Segment Income (loss), before income taxes 1,463 1,378 (2,160 ) 681 The “adjustment” column for segment operating income includes unallocated selling, general, and administrative expenses and certain items which management excludes from segment results when evaluating segment performance, as follows: SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS Year ended December 31, 2022 Depreciation and amortization expenses not attributable to segments (**) $ (2,809 ) General and administrative not attributable to the segments (***) $ (922 ) $ (3,731 ) Year ended December 31, 2021 Depreciation and amortization expenses not attributable to segments (**) $ (1,941 ) General and administrative not attributable to the segments (***) $ (557 ) $ (2,498 ) (*) Mainly consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 10). (**) Mainly consist of technology and customer relations amortization costs from business combinations (see note 7). (***) Mainly consist of salary and related expenses, professional consulting expenses and other expenses in connection with the business combinations and the Reorganization Transaction. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18: SUBSEQUENT EVENTS A. On January 23, 2023, Gix Media acquired an additional 10% of Cortex, increasing its holdings to 80% of the share capital of Cortex in consideration for $ 2,625 1,500 which will be repaid in 42 monthly payments at an annual interest rate of SOFR + 5.37%. B. In January 2023, the Company reached an agreement with the investors that the Loan received On December 18, 2020, (see note 10.D) will be repaid in 3 equal monthly payments. As of the date of approval of these financial statements, the Company repaid 2 out of the 3 payments. C. In February 2023, Cortex distributed a dividend in the amount of $ 219 D. In January 2023, Gix Media distributed a dividend in the amount $ 130 E. On March 2, 2023, the Company’s Board of Directors (the “Board”) approved the adoption of the 2023 Stock Incentive Plan (the “2023 Plan”). The 2023 Plan permits the issuance of up to (i) 2,500,000 5 2,500,000 2,500,000 The 2023 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock or other stock-based awards, under various tax regimes, including, without limitation, in compliance with Section 102 and Section 3(i) of the Israeli Income Tax Ordinance (New Version) 5271-1961, and for awards granted to United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 and Section 409A of the United States Internal Revenue Code of 1986. In connection with the adoption of the 2023 Plan, on March 7, 2023, the Company entered into certain intercompany reimbursement agreements with two of its subsidiaries, Viewbix Israel and Gix Media (the “Recharge Agreements”). The Recharge Agreements provide for the offer of awards under the 2023 Plan to service providers of Viewbix Israel and Gix Media (the “Affiliates”) under the 2023 Plan. Under the Recharge Agreements, the Affiliates will each bear the costs of awards granted to its service providers under the 2023 Plan and will reimburse the Company upon the issuance of shares of Common Stock pursuant to an award, for the costs of shares issued, but in any event not prior to the vesting of an award. The reimbursement amount shall be equal to the lower of (a) the book expense for such award as recorded on the financial statements of one of the respective Affiliates, determined and calculated according to U.S. GAAP, or any other financial reporting standard that may be applicable in the future, or (b) the fair value of the shares of Common Stock at the time of exercise of an option or at the time of vesting of an RSU, as applicable. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | A. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | B. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported of assets and liabilities and disclosure at the date of the consolidated financial statements and the reported amounts of income and expense during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income taxes, deferred taxes, share-based compensation and leases. Actual results could differ from those estimates. |
Functional Currency and Foreign Currency Transactions | C. Functional Currency and Foreign Currency Transactions Most of the revenues of the Company are received in U.S. dollars. In addition, a substantial portion of the costs of the Company are incurred in U.S. dollars. Therefore, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company and each of its subsidiaries operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. Accordingly, monetary balances denominated in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Statement of the Accounting Standard Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC No. 830”). Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in the financial income net, as appropriate. |
Cash and cash equivalents | D. Cash and cash equivalents The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. |
Restricted Deposits | E. Restricted Deposits Restricted cash held in interest bearing saving accounts which are used as a security for the Group’s credit card and lease obligations. |
Accounts receivable and allowance for credit losses | F. Accounts receivable and allowance for credit losses Accounts receivables are recorded at the invoiced amount, net of an allowance for credit losses. The Group evaluates its outstanding accounts receivables and establishes an allowance for credit losses based on information available on their credit condition, current aging, historical experience, future economic and market conditions. These allowances are reevaluated and adjusted periodically as additional information is available. Changes in the allowance for expected credit losses are recorded under general and administrative expenses in the consolidated statements of operations. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Fixed assets | G. Fixed assets Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line basis over the estimated useful lives, at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES % Computers and peripherals equipment 33 Office furniture and equipment 6 15 Leasehold improvements - (*) Over the shorter of the lease term (including options if any that are reasonably certain to be exercised estimated useful life). |
Leases | H. Leases In accordance with ASC No. 842 “Leases”, the Company determines if an arrangement is a lease at inception. If an arrangement is a lease, the Company determines whether it is an operating lease or a finance lease at the lease commencement date. Operating leases are included in operating lease right-of-use asset, operating lease liabilities – current, and non-current operating lease liabilities in the Company’s consolidated balance sheets. Operating lease assets represent the Company’s right to control the use of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the estimated lease. Operating lease assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The incremental borrowing rate is estimated based on factors such as the lease term, credit standing and the economic environment of the location of the lease. Variable lease payments, including payments based on an index or a rate, are expensed as incurred and are not included within the operating lease asset and operating lease liabilities. The Company does not separate non-lease components from lease components for its leases of real estate. The Company’s lease terms are the noncancelable periods, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Lease costs are recognized on a straight-line basis over the lease term. The Company does not recognize operating lease asset and operating lease liabilities for leases with terms shorter than 12 months. Lease costs for short-term leases are recognized on a straight-line basis over the lease term. The Company has material non-functional currency leases. Lease liabilities in respect of leases denominated in a foreign currency are remeasured using the exchange rate at each reporting date. Lease assets are measured at historical rates, which are not affected by subsequent changes in the exchange rates. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Revenue Recognition | I. Revenue Recognition As described in note 1.C, the Company generates revenues from obtaining internet user traffic and routing such traffic to its customers. The Company is entitled to receive consideration for its service upon each individual internet user traffic routed to and monetized by its customers. The Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, such as VAT taxes. Revenues are presented net of VAT. The Company’s payments terms are less than one year. Therefore, no finance component is recognized. The Company recognizes revenues upon routing of internet users’ traffic that is monetized by its customers. As the Company operates as the primary obligor in its arrangements and has sole discretion in determining to which of its customers internet user traffic is to be routed, revenues are presented on a gross basis. |
Traffic-acquisition and related costs | J. Traffic-acquisition and related costs Traffic acquisition and related costs consist primarily of fees paid to suppliers in connection with the Company’s internet traffic sources, as well as internal costs incurred in connection with the acquisition of such traffic. Traffic acquisition costs are expensed as incurred. |
Research and development expenses | K. Research and development expenses Research and development costs are charged to the consolidated statements of income as incurred, except for certain costs relating to internally developed software, which are capitalized. The Company capitalizes certain internal - The costs capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software, once it is ready for its intended use. The Company believes that the straight-line recognition method best approximates the manner in which the expected benefit will be derived. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. |
Income taxes | L. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, and (“ASC 740”). ASC 740 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and for carry forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) L. Income taxes (Cont.) Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits, are recognized in tax expense. |
Contingencies | M. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Fair Value of Financial Instruments | N. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted deposits, accounts receivable, loan to Parent Company, other current assets, current maturities of long-term loan, accounts payable, other payables, short-term loans approximate their fair value due to the short-term maturities of such instruments. The carrying amount of the Parent Company loan approximates its fair value due to its initial recognition at fair value upon modification (see note 15). The carrying amount of the variable interest rate long-term loan is approximates to its fair value as it bears interest at approximate market rate. |
Business Combinations | O. Business Combinations The Company accounts for its business combinations in accordance with ASC 805, “Business Combinations” (“ASC 805”). ASC 805 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill. ASC 805 requires recognition of assets acquired, liabilities assumed and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the fair value of identifiable intangible assets including customer relations, technology, as well as goodwill. Goodwill is the amount by which the acquisition cost exceeds the fair values of identifiable acquired net assets on the date of purchase. Acquisition-related definite lived intangible assets are reported at cost, net of accumulated amortization. |
Goodwill | P. Goodwill The Company’s goodwill reflects the excess of the consideration paid or transferred including the fair value of contingent consideration over the fair values of the identifiable net assets acquired. Goodwill is not amortized but instead is tested for impairment, in accordance with ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), at the reporting unit level, at least annually at December 31 each year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) P. Goodwill (Cont.) The goodwill impairment test is performed by evaluating an initial qualitative assessment of the likelihood of impairment. If this step indicates that the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the impairment test is performed. In the impairment test, the Company compares the fair value of the reporting unit to the carrying value of the reporting unit. If the fair value of the reporting unit exceeds the carrying value of the net assets allocated to that unit, goodwill is not impaired, and no further testing is required. If the fair value is less than the carrying value of the reporting unit, then the second step of the impairment test is performed to measure the amount of the impairment. |
Intangible assets, other than goodwill | Q. Intangible assets, other than goodwill Intangible assets are identifiable non-monetary assets that have no physical substance. Intangible assets with indefinite useful lives are not amortized and are tested for impairment once a year, or whenever there is a sign indicating that impairment may have occurred, in accordance with ASC 350. An estimate of the useful life of intangible assets with an indefinite useful life is examined at the end of each reporting year. A change in the estimated useful life of an intangible asset that changes from indefinite-lived to finite-lived is treated prospectively. Intangible assets with a finite useful life are amortized in a straight line over their estimated useful life subject to impairment testing. A change in the estimated useful life of an intangible asset with a finite useful life is treated prospectively. The useful life used to amortize intangible assets with a finite useful life is as follows: SCHEDULE OF AMORTIZE INTANGIBLE ASSETS % Customer relations 14.3 Technology 16.7 22 Internal - 33 |
Impairment of long-lived assets | R. Impairment of long-lived assets The Company’s long-lived assets to be held or used, including property and equipment, right of use assets and intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, “Property, Plants and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Severance Pay | S. Severance Pay The Company’s liability for severance pay for some of its Israeli employees is calculated pursuant to Israeli Severance Pay Law, 1963 (the “Israeli Severance Pay Law”) based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. These employees are entitled to one month’s salary for each year of employment or a portion thereof. The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement and therefore is usually classified as a long-term liability unless the cessation of the employees is expected during the upcoming year. The Company’s liability for these Israeli employees is partially covered by monthly deposits for insurance policies and the remainder by an accrual. The deposited funds for these policies are recorded as an asset in the Company’s balance sheet and include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies. With respect to other Israeli employees, the Company acts pursuant to the general approval of the Israeli Ministry of Labor and Welfare, pursuant to the terms of Section 14 of the Israeli Severance Pay Law (“Section 14”), according to which the current deposits with the pension fund and/or with the insurance company exempt the Company from any additional obligation to these employees for whom the said depository payments are made. As a result, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance expenses for the years ended December 31, 2022 and 2021 amounted to $ 131 157 |
Share-based compensation | T. Share-based compensation The Company accounts for share-based compensation in accordance with ASC 718, “Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods, which is generally the vesting period, in the Company’s consolidated statement of operations. The Company selected the Black-Scholes option pricing model as the most appropriate fair value method for its share options awards. The option-pricing model requires several assumptions, of which the most significant are the expected share price volatility and the expected option term. The Company accounts for forfeitures as they occur. |
Warrants | U. Warrants The Company accounts for warrants in accordance with applicable accounting guidance provided in ASC Topic 815 “Derivatives and Hedging – Contracts in Entity’s Own Equity” (ASC Topic 815), as equity instruments. |
Net income per share | V. Net income per share In accordance with ASC 260, “Earnings Per Share” (“ASC 260”), basic net earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if share options, warrants or other commitments to issue ordinary shares were exercised or equity awards vested, resulting in the issuance of ordinary shares that could share in the net earnings of the Company. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Segment reporting | W. Segment reporting The Company reports financial and descriptive information about its reportable segments. Reportable segments are operating segments or aggregations of operating segments that meet specified criteria as defined in ASC 280, “Segments Reporting”. Operating segments are distinguishable components of an entity for each of which a separate financial information is available and is reported in a manner consistent with the internal reporting provided to the entity’s Chief Operating Decision Maker (“CODM”) in making decisions about how to allocate resources and in assessing performance. The review of the CODM is carried out according to the results of the segment’s activity. His review does not include certain expenses that are not related specifically to the activity of each of the segments. Those expenses are presented as reconciliation between segments operating results to total operating results in financial statements. |
Recent accounting pronouncements | X. Recent accounting pronouncements ASU 2019-12, Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for annual periods beginning after January 1, 2022 and interim periods within annual periods beginning after January 1, 2023, and early adoption was permitted. The adoption of this accounting standard had no material impact on the Company’s consolidated financial statements. ASU 2019-10, Financial Instruments—Credit Losses (Topic 326) In September 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. Upon adoption of this accounting standard, as of January 1, 2022, The Company has determined that the estimates of current and expected credit losses are immaterial. VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) X. Recent accounting pronouncements (cont.) ASU 2021-08, Business Combinations In October 2021 the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. The amendments in this update require that an entity (acquirer), recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company does not expect the adoption of this accounting standard will have a material impact on its consolidated financial statements. ASU 2021-04, Warrants In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The adoption of this accounting standard has no material impact on the Company’s consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line basis over the estimated useful lives, at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES % Computers and peripherals equipment 33 Office furniture and equipment 6 15 Leasehold improvements - (*) Over the shorter of the lease term (including options if any that are reasonably certain to be exercised estimated useful life). |
SCHEDULE OF AMORTIZE INTANGIBLE ASSETS | The useful life used to amortize intangible assets with a finite useful life is as follows: SCHEDULE OF AMORTIZE INTANGIBLE ASSETS % Customer relations 14.3 Technology 16.7 22 Internal - 33 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION | Composition: SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION As of December 31 As of December 31 2022 2021 Prepaid expenses $ 318 $ 350 Government authorities $ 596 $ 624 Other receivables $ 59 $ 30 Other accounts receivables 973 1,004 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | Composition: SCHEDULE OF PROPERTY AND EQUIPMENT, NET Cost: As of December 31 As of December 31 2022 2021 Cost: Computers and peripheral equipment $ 491 $ 436 Office furniture and equipment $ 137 $ 134 Leasehold improvements $ 273 $ 273 Total cost $ 901 $ 843 Less: accumulated depreciation (599 ) (509 ) Property and equipment, net 302 334 Depreciation expenses totaled $ 90 94 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | |
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES | Weighted-average remaining lease term and discount rate were as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES As of December 31 2022 Operating leases weighted average remaining lease term (in years) 5.17 Operating leases weighted average discount rate 3.10 % |
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES | Maturities of operating lease liabilities as of December 31, 2022, are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES As of December 31 2022 2023 $ 89 2024 $ 89 2025 $ 89 2026 $ 114 Thereafter $ 138 Total lease payments 519 Less: imputed interest (44 ) Present value of lease liabilities 475 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS | SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS ( * Internal-use Software ( * Customer Relations Technology Goodwill Total Cost: Balance as of January 1, 2022 449 7,753 7,757 12,483 28,442 Adjustments to Ultimate Parent company carrying values (see note 7.B) - (1,519 ) 3,251 4,878 6,610 Additions 16 - - - 16 Balance as of December 31, 2022 465 6,234 11,008 17,361 35,068 Accumulated amortization: Balance as of January 1, 2022 - 4,261 3,284 - 7,545 Adjustments to Ultimate Parent company carrying values (see note 7.B) - (4,457 ) (3,413 ) - (7,870 ) Amortization recognized during the year 122 937 1,660 - 2,719 Balance as of December 31, 2022 122 741 1,531 - 2,394 Amortized cost: As of December 31, 2022 343 5,493 9,477 17,361 32,674 ( * Internal-use Software ( * Customer Relations Technology Goodwill Total Cost: Balance as of January 1, 2021 180 6,080 3,117 2,902 12,279 Cost: beginning balance 180 6,080 3,117 2,902 12,279 Acquisition of Cortex (see note 7.A) - 1,673 4,640 9,581 15,894 Additions 269 - - - 269 Balance as of December 31, 2021 449 7,753 7,757 12,483 28,442 Cost: ending balance 449 7,753 7,757 12,483 28,442 Accumulated amortization: Balance as of January 1, 2021 - 3,274 2,424 - 5,698 Accumulated amortization: beginning balance - 3,274 2,424 - 5,698 Amortization recognized during the year - 987 860 - 1,847 Balance as of December 31, 2021 - 4,261 3,284 - 7,545 Accumulated amortization: ending balance - 4,261 3,284 - 7,545 Amortized cost: As of December 31, 2021 449 3,492 4,473 12,483 20,897 Amortized cost: 449 3,492 4,473 12,483 20,897 (*) During 2020, Gix Media engaged with a subcontractor for the development of an internal-use software (the “Software”). Gix Media capitalized its developments costs until March 1, 2022 and from this date the Software became available for use. Accordingly, Gix Media recognized amortization expenses over the estimated useful life of the Software determined to be three years. For the period from March 1, 2022, until December 31, 2022, Gix Media recorded amortization expenses of $ 122 |
SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE YEARS | SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE YEARS 2023 2,880 2024 2,880 2025 2,758 2026 2,725 2027 2,725 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS COMBINATION OF ASSETS AND LIABILITIES | Fair Value of Cortex’s Identifiable Assets and Liabilities: SCHEDULE OF BUSINESS COMBINATION OF ASSETS AND LIABILITIES Cash and cash equivalents 775 Restricted deposits 29 Trade receivables 10,662 Other accounts receivables 346 Property and equipment 10 Goodwill arising from the acquisition 9,581 Technology 4,640 Customer relations 1,673 Total assets 27,716 Accounts payables 8,906 Short-term loan 1,500 Accrued expenses and other current liabilities 854 Deferred taxes and taxes payable 758 Total liabilities 12,018 Non-Controlling Interests 4,709 Total acquisition cost 10,989 Consideration paid in cash 10,989 Less cash and cash equivalents and restricted deposits received from acquisition of Cortex (804 ) Total net cash paid 10,185 |
SCHEDULE OF PURCHASE PRICE ALLOCATED TO INTANGIBLE ASSETS | SCHEDULE OF PURCHASE PRICE ALLOCATED TO INTANGIBLE ASSETS Goodwill 17,361 Technology 11,008 Customer relations 6,234 Deferred taxes liabilities (2,069 ) Total 32,534 Non-controlling interests 8,540 |
ACCOUNTS PAYABLE (Tables)
ACCOUNTS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE | SCHEDULE OF ACCOUNTS PAYABLE As of December 31 As of December 31 2022 2021 Trade payables $ 14,271 $ 10,491 Accrued expenses $ 5,511 $ 6,185 Accounts payable 19,782 16,676 |
OTHER PAYABLES (Tables)
OTHER PAYABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS PAYABLE | SCHEDULE OF OTHER ACCOUNTS PAYABLE As of December 31 As of December 31 2022 2021 Government authorities $ 714 $ 615 Employees and payroll accruals $ 699 $ 655 Dividend payable (see note 13.E) $ 575 $ - Other payables $ 96 $ 47 Accounts payable other 2,084 1,317 |
LOANS (Tables)
LOANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF COMPOSITION OF THE BALANCE OF THE GROUP’S LOANS | The following is the composition of the balance of the Group’s loans according to their nominal value: SCHEDULE OF COMPOSITION OF THE BALANCE OF THE GROUP’S LOANS Interest rate (*) As of December 31, 2022 As of December 31, 2021 Short-term loan – the Company 8 % 69 69 Short-term bank loan – Gix Media LIBOR + 3.20% 3,500 3,500 Short-term bank loan – Cortex LIBOR + 3.52% 1,500 1,500 Long-term bank loan, including current maturity – Gix Media LIBOR + 4.12% 4,381 5,770 Bank Loan 9,450 10,839 (*) The LIBOR interest rate will continue to be published until June 2023 and then will be replaced by the Secured Overnight Financing Rate (“SOFR”). |
SCHEDULE OF MATURITIES OF DEBT | Maturities of the Group’s bank loans as of December 31, 2022, are as follows: SCHEDULE OF MATURITIES OF DEBT 2023 6,569 (*) 2024 1,500 2025 1,381 Total 9,450 (*) Includes a sum of $ 5,000 |
SCHEDULE OF FAIR VALUE DISTRIBUTION OF LIABILITY AND EQUITY COMPONENTS | The allocation of the proceeds to the fair value distribution of the liability and equity components on the transactions date was as follows: SCHEDULE OF FAIR VALUE DISTRIBUTION OF LIABILITY AND EQUITY COMPONENTS Instrument Fair Value % of Fair Value Allocated Amount Loan 55 50.55 50 Shares 54 49.45 49 Total 109 100 99 |
SCHEDULE OF COMPOSITION OF SHORT TERM LOAN | The composition of short-term loan balance as of the transaction is as follows: SCHEDULE OF COMPOSITION OF SHORT TERM LOAN Loan 69 Discount on short term loan (19 ) Short term loan, net 50 |
INCOME TAX EXPENSE (Tables)
INCOME TAX EXPENSE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED INCOME TAXES | Deferred taxes are comprised of the following components: SCHEDULE OF DEFERRED INCOME TAXES As of December 31 As of December 31 2022 2021 Deferred tax assets Deferred research and development expenses $ 279 $ 38 Employee compensation and benefits $ 13 $ 19 Operating loss carryforward $ 7,554 $ 7,264 Operating lease right of use asset $ 53 $ 68 Accrued severance pay $ 13 $ 13 Total deferred tax assets $ 7,912 $ 7,402 Deferred tax liabilities: Differences between tax basis and carrying values of loans $ - $ 39 Operating lease right of use liability $ 57 $ 70 Intangible assets associated with business combinations $ 1,796 $ 956 Total deferred tax liabilities $ 1,853 1,065 Net deferred tax assets before valuation allowance $ 6,059 $ 6,337 Valuation allowance (7,572 ) (7,230 ) Net deferred tax liabilities $ 1,513 $ 893 |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFITS) | Income tax expenses are comprised as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFITS) 2022 2021 Year ended December 31, 2022 2021 Current tax expenses $ 782 $ 302 Tax benefit in respect of prior years $ (84 ) $ (73 ) Deferred tax income $ (545 ) $ (139 ) Taxes on income $ 153 $ 90 |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense as reported in the statements of operations is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 Year ended December 31, 2022 2021 Income before income taxes as reported in the consolidated statements of operations $ 1,270 $ 681 Statutory tax rate in the US 21 % 21 % Theoretical tax expense $ 267 $ 143 Increase (decrease) in tax expenses resulting from: Lower tax rates for preferred technology enterprises (218 ) (262 ) Non-deductible expenses 192 10 Tax benefits in respect of prior years (84 ) (73 ) Losses for tax purposes for which deferred taxes were not recorded (399 ) - Change in valuation allowance 342 154 Others 53 118 Taxes on income $ 153 $ 90 |
SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS BEFORE TAXES ON INCOME | F. Income before taxes includes the following components SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS BEFORE TAXES ON INCOME 2022 2021 Year ended December 31, 2022 2021 USA $ (595 ) $ (164 ) Israel 1,865 845 Total loss before taxes on income $ 1,270 $ 681 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SUMMARY OF OUTSTANDING WARRANTS | The following table summarizes information of outstanding warrants as of December 31, 2022 and 2021: SUMMARY OF OUTSTANDING WARRANTS Warrants Warrant Term Exercise Price Exercisable Class J Warrants 130,333 July 2029 13.44 130,333 Class K Warrants 130,333 July 2029 22.40 130,333 |
SCHEDULE STOCK OPTION ACTIVITY | A summary of Gix Media’s employee options activity and related information is as follows: SCHEDULE STOCK OPTION ACTIVITY As of December 31, 2022 As of December 31, 2021 Number of options Weighted average exercise price Number of options Weighted average exercise price $ $ Options outstanding at beginning of the year 737,915 1.61 1,120,000 1.56 Changes during the period: Granted - - - - Exercised - - - - Expired or forfeited (577,915 ) 1.42 (382,085 ) 1.61 Outstanding at end of period 160,000 1.42 737,915 1.61 Options exercisable at end of period 160,000 1.42 504,585 1.61 |
SCHEDULE OF OPTION OUTSTANDING AND EXERCISABLE | The following tables summarize additional information regarding the Gix Media’s outstanding and exercisable options as of December 31, 2022: SCHEDULE OF OPTION OUTSTANDING AND EXERCISABLE Options Outstanding and Exercisable As of December 31, 2022 Range of exercise price Number of options As of December 31, 2022 Weighted average exercise price Weighted average remaining contractual life (years) $ $ 1.42 160,000 1.42 6.60 |
SCHEDULE OF STOCK BASED COMPENSATION EXPENSES | The Company recognized stock-based compensation expenses related to Gix Media and Cortex employee’s options in the statement of operations as follows: SCHEDULE OF STOCK BASED COMPENSATION EXPENSES For the year ended December 31, 2022 2021 Research and development 55 (40 ) Selling and marketing 18 (6 ) General and administrative (2 ) 3 Total 71 (43 ) |
ADDITIONAL INFORMATION REGARD_2
ADDITIONAL INFORMATION REGARDING PROFIT AND LOSS ITEMS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Additional Information Regarding Profit And Loss Items | |
SCHEDULE OF INFORMATION REGARDING TO ACQUISITION RELATED COSTS | SCHEDULE OF INFORMATION REGARDING TO ACQUISITION RELATED COSTS A. Traffic-acquisition and related costs: 2022 2021 For the year ended December 31, 2022 2021 Social network ads $ 43,491 $ 8,213 Native ads 20,372 6,633 Search ads 18,319 22,407 Other related costs 829 169 Traffic - acquisition and related costs $ 83,011 $ 37,422 |
SCHEDULE OF INFORMATION REGARDING TO PROFIT AND LOSS | SCHEDULE OF INFORMATION REGARDING TO PROFIT AND LOSS 2022 2021 For the year ended December 31, 2022 2021 Salaries and related expenses $ 2,162 $ 1,708 Professional services and subcontractors 737 499 Share-based compensation 55 (40 ) Other 301 202 Research and development expenses $ 3,255 $ 2,369 C. Selling and marketing expenses: 2022 2021 For the year ended December 31, 2022 2021 Salaries and related expenses $ 1,864 $ 880 Advertising and marketing expenses 259 347 Share-based compensation 18 (6 ) Other 338 124 Sales and marketing expenses $ 2,479 $ 1,345 VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 14: ADDITIONAL INFORMATION REGARDING PROFIT AND LOSS ITEMS (Cont.) D General and administrative expenses: 2022 2021 For the year ended December 31, 2022 2021 Salaries and related expenses $ 1,099 $ 796 Professional services 904 488 Share-based compensation (2 ) 3 Other 156 97 General and administrative $ 2,157 $ 1,384 E Financial income, net: Financial income: 2022 2021 For the year ended December 31, 2022 2021 Exchange rate differences $ 187 $ 221 Interest income on loan to Parent Company 143 151 Other - 5 Finance income $ 330 $ 377 Financial expenses: 2022 2021 For the year ended December 31, 2022 2021 Bank interest and fees $ 133 $ 85 Interest expense on bank loans 565 130 Interest expense on loans from Parent Company 52 - Exchange rate differences 858 8 Other 178 14 Financial expenses $ 1,786 $ 237 |
LOANS - PARENT COMPANY (Tables)
LOANS - PARENT COMPANY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |
SCHEDULE OF LOAN FROM TO PARENT COMPANY | SCHEDULE OF LOAN FROM TO PARENT COMPANY As of December 31 As of December 31 2022 2021 Loan to Parent Company $ 3,542 $ 6,384 |
Line of Credit [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF LOAN FROM TO PARENT COMPANY | SCHEDULE OF LOAN FROM TO PARENT COMPANY As of December 31 As of December 31 2022 2021 Loan from Parent Company $ - $ 2,116 |
MAJOR CUSTOMERS (Tables)
MAJOR CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF TOTAL REVENUES | The following table sets forth the customers that represent 10% or more of the Group’s total revenues in each of the periods presented below: SCHEDULE OF TOTAL REVENUES For the year ended December 31, 2022 2021 Customer A 21 % 64 % Customer B 19 % - |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS | SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS Search segment Digital content segment Adjustments (See below) Year ended December 31, 2022 Revenues from external customers 22,746 73,857 - 96,603 Inter segment revenues - 124 (124 ) - Depreciation and amortization - - 2,809 2,809 Segment operating income 313 6,144 (3,731 ) 2,726 Financial (expenses) income, net 5 (21 ) (1,440 )(*) (1,456 ) Segment Income (loss), before income taxes 318 6,123 (5,171 ) 1,270 (*) Mainly consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 10). VIEWBIX INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share data) NOTE 17: SEGMENT REPOTING (Cont.) A. Segments revenues and operating results: (Cont.) Search segment Digital content segment Adjustments (See below) Year ended December 31, 2021 Revenues from external customers 29,985 15,239 - 45,224 Depreciation and amortization - - 1,941 1,941 Segment operating income 1,608 1,431 (2,498 ) 541 Financial (expenses) income, net (145 ) (53 ) 338 (*) 140 Segment Income (loss), before income taxes 1,463 1,378 (2,160 ) 681 |
SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS | SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS Year ended December 31, 2022 Depreciation and amortization expenses not attributable to segments (**) $ (2,809 ) General and administrative not attributable to the segments (***) $ (922 ) $ (3,731 ) Year ended December 31, 2021 Depreciation and amortization expenses not attributable to segments (**) $ (1,941 ) General and administrative not attributable to the segments (***) $ (557 ) $ (2,498 ) (*) Mainly consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 10). (**) Mainly consist of technology and customer relations amortization costs from business combinations (see note 7). (***) Mainly consist of salary and related expenses, professional consulting expenses and other expenses in connection with the business combinations and the Reorganization Transaction. |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 12 Months Ended | |
Dec. 31, 2022 | ||
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life percentage | 33% | |
Office Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life percentage | 6% | |
Office Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life percentage | 15% | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful lives | [1] | |
[1]Over the shorter of the lease term (including options if any that are reasonably certain to be exercised estimated useful life). |
SCHEDULE OF AMORTIZE INTANGIBLE
SCHEDULE OF AMORTIZE INTANGIBLE ASSETS (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Customer Relationships [Member] | |
Property, Plant and Equipment [Line Items] | |
Amortization of intangible assets percentage | 14.30% |
Technology [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Amortization of intangible assets percentage | 16.70% |
Technology [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Amortization of intangible assets percentage | 22% |
Internal Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Amortization of intangible assets percentage | 33% |
GENERAL (Details Narrative)
GENERAL (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in Thousands | Sep. 19, 2022 $ / shares | Aug. 31, 2022 | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Dec. 05, 2021 | Jan. 27, 2020 USD ($) | Jan. 27, 2020 ILS (₪) | Feb. 07, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Related party transaction description | As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 68% of the Company’s Common Stock, hold approximately 97% of the Company’s Common Stock, and Gix Media became a wholly owned subsidiary of the Company. | |||||||
Reverse stock split | Company filed the Amended COI with the Secretary of State of Delaware to affect a 28 to 1 reverse stock split of the Company’s outstanding shares of Common Stock. | |||||||
Common Stock [Member] | ||||||||
Reverse stock split | 1-for-28 | |||||||
Gix Media Ltd [Member] | ||||||||
Ownership percentage | 70% | |||||||
Share Exchange Agreement [Member] | Gix Internet Ltd [Member] | ||||||||
Ownership percentage | 99.83% | |||||||
Certain Agreement [Member] | Gix Media Ltd [Member] | ||||||||
Ownership percentage | 77.92% | |||||||
Virtual Crypto Israel [Member] | ||||||||
Due to related party | $ 13 | ₪ 50 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Severance expenses | $ 131 | $ 157 |
SCHEDULE OF OTHER ACCOUNTS RECE
SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 318 | $ 350 |
Government authorities | 596 | 624 |
Other receivables | 59 | 30 |
Other accounts receivables | $ 973 | $ 1,004 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 901 | $ 843 |
Less: accumulated depreciation | (599) | (509) |
Property and equipment, net | 302 | 334 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 491 | 436 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 137 | 134 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 273 | $ 273 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 90 | $ 94 |
SCHEDULE OF WEIGHTED AVERAGE RE
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES (Details) | Dec. 31, 2022 |
Lessee Disclosure [Abstract] | |
Operating leases weighted average remaining lease term (in years) | 5 years 2 months 1 day |
Operating leases weighted average discount rate | 3.10% |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee Disclosure [Abstract] | |
2023 | $ 89 |
2024 | 89 |
2025 | 89 |
2026 | 114 |
Thereafter | 138 |
Total lease payments | 519 |
Less: imputed interest | (44) |
Present value of lease liabilities | $ 475 |
LEASES (Details Narrative)
LEASES (Details Narrative) $ in Thousands | 12 Months Ended | ||
Feb. 25, 2021 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Payments for rent | $ 67 | ||
Operating lease expense | $ 102 | $ 85 | |
Gix Media Ltd [Member] | |||
Area of land | ft² | 479 | ||
Payments for rent | $ 10 |
SCHEDULE OF GOODWILL AND INTANG
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Cost: beginning balance | $ 28,442 | $ 12,279 | |
Adjustments to Ultimate Parent company carrying values (see note 7.B) | 6,610 | ||
Additions | 16 | 269 | |
Cost: ending balance | 35,068 | 28,442 | |
Accumulated amortization: beginning balance | 7,545 | 5,698 | |
Adjustments to Ultimate Parent company carrying values (see note 7.B) | (7,870) | ||
Amortization recognized during the year | 2,719 | 1,847 | |
Accumulated amortization: ending balance | 2,394 | 7,545 | |
Amortized cost: | 32,674 | 20,897 | |
Acquisition of Cortex (see note 7.A) | 15,894 | ||
Internal Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost: beginning balance | [1] | 449 | 180 |
Adjustments to Ultimate Parent company carrying values (see note 7.B) | [1] | ||
Additions | [1] | 16 | 269 |
Cost: ending balance | [1] | 465 | 449 |
Accumulated amortization: beginning balance | [1] | ||
Adjustments to Ultimate Parent company carrying values (see note 7.B) | [1] | ||
Amortization recognized during the year | [1] | 122 | |
Accumulated amortization: ending balance | [1] | 122 | |
Amortized cost: | [1] | 343 | 449 |
Acquisition of Cortex (see note 7.A) | [1] | ||
Customer Relations [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost: beginning balance | 7,753 | 6,080 | |
Adjustments to Ultimate Parent company carrying values (see note 7.B) | (1,519) | ||
Additions | |||
Cost: ending balance | 6,234 | 7,753 | |
Accumulated amortization: beginning balance | 4,261 | 3,274 | |
Adjustments to Ultimate Parent company carrying values (see note 7.B) | (4,457) | ||
Amortization recognized during the year | 937 | 987 | |
Accumulated amortization: ending balance | 741 | 4,261 | |
Amortized cost: | 5,493 | 3,492 | |
Acquisition of Cortex (see note 7.A) | 1,673 | ||
Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost: beginning balance | 7,757 | 3,117 | |
Adjustments to Ultimate Parent company carrying values (see note 7.B) | 3,251 | ||
Additions | |||
Cost: ending balance | 11,008 | 7,757 | |
Accumulated amortization: beginning balance | 3,284 | 2,424 | |
Adjustments to Ultimate Parent company carrying values (see note 7.B) | (3,413) | ||
Amortization recognized during the year | 1,660 | 860 | |
Accumulated amortization: ending balance | 1,531 | 3,284 | |
Amortized cost: | 9,477 | 4,473 | |
Acquisition of Cortex (see note 7.A) | 4,640 | ||
Goodwill [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost: beginning balance | 12,483 | 2,902 | |
Adjustments to Ultimate Parent company carrying values (see note 7.B) | 4,878 | ||
Additions | |||
Cost: ending balance | 17,361 | 12,483 | |
Accumulated amortization: beginning balance | |||
Adjustments to Ultimate Parent company carrying values (see note 7.B) | |||
Amortization recognized during the year | |||
Accumulated amortization: ending balance | |||
Amortized cost: | $ 17,361 | 12,483 | |
Acquisition of Cortex (see note 7.A) | $ 9,581 | ||
[1]During 2020, Gix Media engaged with a subcontractor for the development of an internal-use software (the “Software”). Gix Media capitalized its developments costs until March 1, 2022 and from this date the Software became available for use. Accordingly, Gix Media recognized amortization expenses over the estimated useful life of the Software determined to be three years. For the period from March 1, 2022, until December 31, 2022, Gix Media recorded amortization expenses of $ 122 |
SCHEDULE OF GOODWILL AND INTA_2
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Amortization expenses | $ 2,719 | $ 1,847 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization expenses | $ 122 |
SCHEDULE OF ESTIMATED ANNUAL AM
SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE YEARS (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 2,880 |
2024 | 2,880 |
2025 | 2,758 |
2026 | 2,725 |
2027 | $ 2,725 |
SCHEDULE OF BUSINESS COMBINATIO
SCHEDULE OF BUSINESS COMBINATION OF ASSETS AND LIABILITIES (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Cash and cash equivalents | $ 775 |
Restricted deposits | 29 |
Trade receivables | 10,662 |
Other accounts receivables | 346 |
Property and equipment | 10 |
Goodwill arising from the acquisition | 9,581 |
Technology | 4,640 |
Customer relations | 1,673 |
Total assets | 27,716 |
Accounts payables | 8,906 |
Short-term loan | 1,500 |
Accrued expenses and other current liabilities | 854 |
Deferred taxes and taxes payable | 758 |
Total liabilities | 12,018 |
Non-Controlling Interests | 4,709 |
Total acquisition cost | 10,989 |
Consideration paid in cash | 10,989 |
Less cash and cash equivalents and restricted deposits received from acquisition of Cortex | (804) |
Total net cash paid | $ 10,185 |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATED TO INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 01, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 17,361 | $ 12,483 | |
Deferred taxes liabilities | $ (1,513) | $ (893) | |
Gix Media Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 17,361 | ||
Technology | 11,008 | ||
Customer relations | 6,234 | ||
Deferred taxes liabilities | (2,069) | ||
Total | 32,534 | ||
Non-controlling interests | $ 8,540 |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 13, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Debt instrument face amount | $ 9,500 | $ 184 | |
Line of credit maximum | 3,500 | ||
Long term debt | 9,450 | ||
Acquisition costs, amount | 166 | 222 | |
Gix Media [Member] | |||
Business Acquisition [Line Items] | |||
Long term debt | $ 6,000 | ||
Cortex Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition description of acquired entity | Gix Media acquired 70% (on a fully diluted basis) of the shares of Cortex (the “Cortex Transaction”), a private company operating in the field of online media and advertising. In consideration for the Cortex Transaction, Gix Media paid NIS 35 million in cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of 12 months from the closing date (the “Purchase Price”). | ||
Fair value of the non-controlling interests valuation, description | The fair value of the non-controlling interests is derived from the valuation of 100% of the shares of Cortex less the consideration paid upon acquiring 70% of Cortex’s shares. | ||
Acquisition costs, amount | $ 197 | ||
Gix Media Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Additional share capital acquired percentage | 10% | ||
Fair value of the non-controlling interests valuation, description | The fair value of the non-controlling interests was derived from the valuation of 100% Cortex’s shares, in which Gix Media has an interest of 70%. | ||
Cortex Acquistion [Member] | |||
Business Acquisition [Line Items] | |||
Additional share capital acquired percentage | 10% | ||
Business acquisition percentage | 30% | ||
Business acquisition diluted basic percentage | 100% |
SCHEDULE OF ACCOUNTS PAYABLE (D
SCHEDULE OF ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 14,271 | $ 10,491 |
Accrued expenses | 5,511 | 6,185 |
Accounts payable | $ 19,782 | $ 16,676 |
SCHEDULE OF OTHER ACCOUNTS PAYA
SCHEDULE OF OTHER ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Government authorities | $ 714 | $ 615 |
Employees and payroll accruals | 699 | 655 |
Dividend payable (see note 13.E) | 575 | |
Other payables | 96 | 47 |
Accounts payable other | $ 2,084 | $ 1,317 |
SCHEDULE OF COMPOSITION OF THE
SCHEDULE OF COMPOSITION OF THE BALANCE OF THE GROUP’S LOANS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Bank Loan | $ 9,450 | $ 10,839 | |
Short Term Bank Loan [Member] | |||
Debt instrument interest rate | [1] | 8% | |
The Company [Member] | Short Term Bank Loan [Member] | |||
Bank Loan | $ 69 | 69 | |
Gix Media [Member] | Short Term Bank Loan [Member] | |||
Bank Loan | $ 3,500 | 3,500 | |
Debt instrument description | [1] | LIBOR + 3.20% | |
Gix Media [Member] | Long Term Bank Loan [Member] | |||
Bank Loan | $ 4,381 | 5,770 | |
Debt instrument description | [1] | LIBOR + 4.12% | |
Cortex [Member] | Short Term Bank Loan [Member] | |||
Bank Loan | $ 1,500 | $ 1,500 | |
Debt instrument description | [1] | LIBOR + 3.52% | |
[1]The LIBOR interest rate will continue to be published until June 2023 and then will be replaced by the Secured Overnight Financing Rate (“SOFR”). |
SCHEDULE OF MATURITIES OF DEBT
SCHEDULE OF MATURITIES OF DEBT (Details) $ in Thousands | Dec. 31, 2022 USD ($) | |
Receivables [Abstract] | ||
2023 | $ 6,569 | [1] |
2024 | 1,500 | |
2025 | 1,381 | |
Total | $ 9,450 | |
[1]Includes a sum of $ 5,000 |
SCHEDULE OF MATURITIES OF DEB_2
SCHEDULE OF MATURITIES OF DEBT (Details) (Parenthetical) $ in Thousands | Dec. 31, 2022 USD ($) |
Receivables [Abstract] | |
Credit line | $ 5,000 |
SCHEDULE OF FAIR VALUE DISTRIBU
SCHEDULE OF FAIR VALUE DISTRIBUTION OF LIABILITY AND EQUITY COMPONENTS (Details) $ in Thousands | Dec. 18, 2020 USD ($) |
Short-Term Debt [Line Items] | |
Fair Value | $ 109 |
Percentage of fair value | 100% |
Allocated amount | $ 99 |
Loan [Member] | |
Short-Term Debt [Line Items] | |
Fair Value | $ 55 |
Percentage of fair value | 50.55% |
Allocated amount | $ 50 |
Shares [Member] | |
Short-Term Debt [Line Items] | |
Fair Value | $ 54 |
Percentage of fair value | 49.45% |
Allocated amount | $ 49 |
SCHEDULE OF COMPOSITION OF SHOR
SCHEDULE OF COMPOSITION OF SHORT TERM LOAN (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 18, 2020 |
Receivables [Abstract] | |||
Loan | $ 69 | ||
Discount on short term loan | (19) | ||
Short term loan, net | $ 5,069 | $ 5,069 | $ 50 |
LOANS (Details Narrative)
LOANS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Jul. 25, 2022 | Apr. 07, 2022 | Dec. 18, 2020 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Line of credit | $ 5,000 | |||||
Long term debt | 9,450 | |||||
Debt instrument face amount | 9,500 | $ 184 | ||||
[custom:CurrentMaturitiesOfLongtermLoan-0] | $ 1,500 | $ 1,500 | ||||
Common Stock, Shares, Issued | 14,783,964 | 14,783,964 | ||||
Common Stock [Member] | ||||||
Debt instrument face amount | $ 69 | |||||
Sale of Stock, Consideration Received Per Transaction | $ 30 | |||||
Sale of Stock, Number of Shares Issued in Transaction | 107,143 | |||||
Proceeds from common stock issuance | $ 99 | |||||
Financing Agreement [Member] | ||||||
Debt instrument, payment terms | (1) the ratio of debt to EBITDA, based on the Gix Media’s consolidated financial statements in all 4 consecutive quarters, will not exceed 2.4 in the first two years and will not exceed 1.75 in the following two years. | |||||
Loan And Stock Subscription Agreement [Member] | ||||||
Loan discount | 19 | |||||
Loan And Stock Subscription Agreement [Member] | Investors [Member] | ||||||
Debt instrument face amount | $ 69 | |||||
Debt instrument interest rate | 8% | |||||
Common Stock, Shares, Issued | 19,715 | |||||
Stock issued price per share | $ 0.01 | |||||
Gix Media [Member] | Financing Agreement [Member] | ||||||
Line of credit | $ 3,500 | |||||
Long term debt | 6,000 | |||||
Debt instrument face amount | $ 6,000 | |||||
Long term debt term | 48 months | |||||
Debt instrument description | LIBOR + 4.12% | |||||
Gix Media [Member] | Financing Agreement [Member] | Line of Credit [Member] | ||||||
Debt instrument description | LIBOR + 3.2% | |||||
Debt instrument interest rate | 80% | |||||
Gix Media [Member] | Financing Agreement [Member] | Maximum [Member] | ||||||
Line of credit | $ 3,500 | |||||
Gix Media And Leumi [Member] | Financing Agreement [Member] | ||||||
Debt instrument description | SOFR + 5.25% | |||||
[custom:CurrentMaturitiesOfLongtermLoan-0] | $ 1,500 | |||||
Cortex And Leumi [Member] | Loan Agreement [Member] | ||||||
Line of credit | $ 2,500 | |||||
Debt instrument description | SOFR + 3.52 | |||||
Debt instrument interest rate | 10% | 70% | ||||
Cortex And Leumi [Member] | Loan Agreement [Member] | Maximum [Member] | ||||||
Additional line of credit | $ 1,500 | |||||
Cortex And Leumi [Member] | Loan Agreement [Member] | Minimum [Member] | ||||||
Additional line of credit | $ 1,000 |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAXES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Deferred research and development expenses | $ 279 | $ 38 |
Employee compensation and benefits | 13 | 19 |
Operating loss carryforward | 7,554 | 7,264 |
Operating lease right of use asset | 53 | 68 |
Accrued severance pay | 13 | 13 |
Total deferred tax assets | 7,912 | 7,402 |
Deferred tax liabilities: | ||
Differences between tax basis and carrying values of loans | 39 | |
Operating lease right of use liability | 57 | 70 |
Intangible assets associated with business combinations | 1,796 | 956 |
Total deferred tax liabilities | 1,853 | 1,065 |
Net deferred tax assets before valuation allowance | 6,059 | 6,337 |
Valuation allowance | (7,572) | (7,230) |
Net deferred tax liabilities | $ 1,513 | $ 893 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFITS) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current tax expenses | $ 782 | $ 302 |
Tax benefit in respect of prior years | (84) | (73) |
Deferred tax income | (545) | (139) |
Taxes on income | $ 153 | $ 90 |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income before income taxes as reported in the consolidated statements of operations | $ 1,270 | $ 681 |
Statutory tax rate | 21% | 21% |
Theoretical tax expense | $ 267 | $ 143 |
Lower tax rates for preferred technology enterprises | (218) | (262) |
Non-deductible expenses | 192 | 10 |
Tax benefits in respect of prior years | (84) | (73) |
Losses for tax purposes for which deferred taxes were not recorded | (399) | |
Change in valuation allowance | 342 | 154 |
Others | 53 | 118 |
Taxes on income | $ 153 | $ 90 |
SCHEDULE OF LOSS (INCOME) FROM
SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS BEFORE TAXES ON INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Total loss before taxes on income | $ 1,270 | $ 681 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total loss before taxes on income | (595) | (164) |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total loss before taxes on income | $ 1,865 | $ 845 |
INCOME TAX EXPENSE (Details Nar
INCOME TAX EXPENSE (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax examination description | On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. | |
Income tax rate | 21% | 21% |
Corporate tax rate | 12% | |
Valuation allowances, deferred tax assets | $ 7,572 | $ 7,230 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax examination description | Net operating losses in the U.S. are available through 2035 | |
UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 19,207 | |
Viewbix Israel [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 13,755 | |
Israel Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Corporate tax rate | 23% | 23% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | Dec. 31, 2022 USD ($) |
Security deposit | $ 154 |
Cortex [Member] | |
Security deposit | $ 31 |
SUMMARY OF OUTSTANDING WARRANTS
SUMMARY OF OUTSTANDING WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Class J Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants | 130,333 |
Warrant Term | July 2029 |
Exercise Price | $ / shares | $ 13.44 |
Exercisable | 130,333 |
Class K warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants | 130,333 |
Warrant Term | July 2029 |
Exercise Price | $ / shares | $ 22.40 |
Exercisable | 130,333 |
SCHEDULE STOCK OPTION ACTIVITY
SCHEDULE STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of options outstanding, beginning balance | 737,915 | 1,120,000 |
Weighted average exercise price, beginning balance | $ 1.61 | $ 1.56 |
Number of options outstanding, granted | ||
Weighted average exercise price, granted | ||
Number of options outstanding options exercised | ||
Weighted average exercise price, exercised | ||
Number of options outstanding options Expired or forfeited | (577,915) | (382,085) |
Weighted average exercise price, expired or forfeited | $ 1.42 | $ 1.61 |
Number of options outstanding, ending balance | 160,000 | 737,915 |
Weighted average exercise price, ending balance | $ 1.42 | $ 1.61 |
Number of options outstanding, exercisable | 160,000 | 504,585 |
Weighted average exercise price, exercisable | $ 1.42 | $ 1.61 |
SCHEDULE OF OPTION OUTSTANDING
SCHEDULE OF OPTION OUTSTANDING AND EXERCISABLE (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Range of exercise price, outstanding | 1.42 | ||
Number of options outstanding | 160,000 | 737,915 | 1,120,000 |
Weighted average exercise price, outstanding | $ 1.42 | $ 1.61 | $ 1.56 |
Weighted average remaining contractual term, outstanding | 6 years 7 months 6 days |
SCHEDULE OF STOCK BASED COMPENS
SCHEDULE OF STOCK BASED COMPENSATION EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share based compensation expense | $ 71 | $ (43) |
Research and Development Expense [Member] | ||
Share based compensation expense | 55 | (40) |
Selling and Marketing Expense [Member] | ||
Share based compensation expense | 18 | (6) |
General and Administrative Expense [Member] | ||
Share based compensation expense | $ (2) | $ 3 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2023 | Jan. 31, 2023 | Sep. 14, 2022 | Aug. 31, 2022 | Jan. 31, 2023 | Dec. 25, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Common stock, voting rights | Shares of Common Stock confer the rights to: (i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, (ii) in distribution of dividends and (iii) to equally participate, on share basis, in distribution of excess of assets and funds from the Company and will not confer other privileges. | |||||||
Reverse stock split | Company filed the Amended COI with the Secretary of State of Delaware to affect a 28 to 1 reverse stock split of the Company’s outstanding shares of Common Stock. | |||||||
Declared dividends | $ 917 | |||||||
Parent Company [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Dividend distribution | 714 | |||||||
Cortex [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Dividends non controling interest | 1,698 | $ 194 | ||||||
Cortex [Member] | Subsequent Event [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Dividends non controling interest | $ 219 | |||||||
Gix Media [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Dividends non controling interest | $ 445 | |||||||
Declared dividends | $ 1,000 | |||||||
Dividend distribution | $ 787 | |||||||
Gix Media [Member] | Subsequent Event [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Dividends non controling interest | $ 130 | |||||||
Dividend distribution | $ 130 | |||||||
Isaraeli Tax Authority [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Income Taxes Paid | $ 83 |
SCHEDULE OF INFORMATION REGARDI
SCHEDULE OF INFORMATION REGARDING TO ACQUISITION RELATED COSTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Traffic - acquisition and related costs | $ 83,011 | $ 37,422 |
Social Network Ads [Member] | ||
Traffic - acquisition and related costs | 43,491 | 8,213 |
Native Ads [Member] | ||
Traffic - acquisition and related costs | 20,372 | 6,633 |
Search Ads [Member] | ||
Traffic - acquisition and related costs | 18,319 | 22,407 |
Other [Member] | ||
Traffic - acquisition and related costs | $ 829 | $ 169 |
SCHEDULE OF INFORMATION REGAR_2
SCHEDULE OF INFORMATION REGARDING TO PROFIT AND LOSS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Research and development expenses | $ 3,255 | $ 2,369 |
Sales and marketing expenses | 2,479 | 1,345 |
General and administrative | 2,157 | 1,384 |
Finance income | 330 | 377 |
Financial expenses | 1,786 | 237 |
Exchange RateDifferences [Member] | ||
Finance income | 187 | 221 |
Financial expenses | 858 | 8 |
Interest Income From Loan To Related Party [Member] | ||
Finance income | 143 | 151 |
Other [Member] | ||
Finance income | 5 | |
Financial expenses | 178 | 14 |
Bank Interest And Fees [Member] | ||
Financial expenses | 133 | 85 |
Interest Expense From Bank Loans [Member] | ||
Financial expenses | 565 | 130 |
Interest Expense On Loans From Parent Company [Member] | ||
Financial expenses | 52 | |
Research and Development Expense [Member] | ||
Salaries and related expenses | 2,162 | 1,708 |
Professional services | 737 | 499 |
Share-based compensation | 55 | (40) |
Other | 301 | 202 |
Selling and Marketing Expense [Member] | ||
Salaries and related expenses | 1,864 | 880 |
Share-based compensation | 18 | (6) |
Advertising and marketing expenses | 259 | 347 |
Other | 338 | 124 |
General and Administrative Expense [Member] | ||
Salaries and related expenses | 1,099 | 796 |
Professional services | 904 | 488 |
Share-based compensation | (2) | 3 |
Other | $ 156 | $ 97 |
SCHEDULE OF LOAN FROM TO PARENT
SCHEDULE OF LOAN FROM TO PARENT COMPANY (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Loan to Parent Company | $ 3,542 | $ 6,384 |
Loan from Parent Company | $ 2,116 |
LOANS - PARENT COMPANY (Details
LOANS - PARENT COMPANY (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Interest Income, Related Party | $ 143 | $ 151 |
Dividend Distributed | 714 | |
Loan fair value | 2,116 | |
Debt value | $ 9,500 | $ 184 |
SCHEDULE OF TOTAL REVENUES (Det
SCHEDULE OF TOTAL REVENUES (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 21% | 64% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 19% |
SCHEDULE OF SEGMENTS REVENUES A
SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | $ 96,603 | $ 45,224 | ||
Inter segment revenues | ||||
Depreciation and amortization | 2,809 | 1,941 | ||
Segment operating income | 2,726 | 541 | ||
Financial (expenses) income, net | (1,456) | 140 | ||
Segment Income (loss), before income taxes | 1,270 | 681 | ||
Search Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 22,746 | 29,985 | ||
Inter segment revenues | ||||
Depreciation and amortization | ||||
Segment operating income | 313 | 1,608 | ||
Financial (expenses) income, net | 5 | (145) | ||
Segment Income (loss), before income taxes | 318 | 1,463 | ||
Digital Content Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 73,857 | 15,239 | ||
Inter segment revenues | 124 | |||
Depreciation and amortization | ||||
Segment operating income | 6,144 | 1,431 | ||
Financial (expenses) income, net | (21) | (53) | ||
Segment Income (loss), before income taxes | 6,123 | 1,378 | ||
Adjustments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | ||||
Inter segment revenues | (124) | |||
Depreciation and amortization | 2,809 | 1,941 | ||
Segment operating income | (3,731) | (2,498) | ||
Financial (expenses) income, net | (1,440) | [1] | 338 | [2] |
Segment Income (loss), before income taxes | $ (5,171) | $ (2,160) | ||
[1]Mainly consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 10).[2]Mainly consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 10). |
SCHEDULE OF RECONCILIATION BETW
SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization expenses not attributable to segments | $ (2,809) | $ (1,941) | |
General and administrative not attributable to the segments | (2,157) | (1,384) | |
Income before income taxes as reported in the consolidated statements of operations | 1,270 | 681 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization expenses not attributable to segments | [1] | (2,809) | (1,941) |
General and administrative not attributable to the segments | [2] | (922) | (557) |
Income before income taxes as reported in the consolidated statements of operations | $ (3,731) | $ (2,498) | |
[1]Mainly consist of technology and customer relations amortization costs from business combinations (see note 7).[2]Mainly consist of salary and related expenses, professional consulting expenses and other expenses in connection with the business combinations and the Reorganization Transaction. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Feb. 28, 2023 | Jan. 31, 2023 | Jan. 23, 2023 | Jan. 17, 2023 | Oct. 13, 2021 | Dec. 25, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 02, 2023 | |
Cortex [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends non controling interest | $ 1,698,000 | $ 194,000 | |||||||
Gix Media [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends non controling interest | $ 445,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Frequency of Periodic Payment | 1,500 | ||||||||
Subsequent Event [Member] | 2023 Stock Incentive Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of share for issuance | 2,500,000 | ||||||||
Outstanding capital stock percent | 5% | ||||||||
Common stock reserved for issuance | 2,500,000 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | 2023 Stock Incentive Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of share for issuance | 2,500,000 | ||||||||
Subsequent Event [Member] | Cortex [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends non controling interest | $ 219,000 | ||||||||
Subsequent Event [Member] | Gix Media [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividends non controling interest | $ 130,000 | ||||||||
Cortex Acquisition [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Acquisition, Description of Acquired Entity | Gix Media acquired 70% (on a fully diluted basis) of the shares of Cortex (the “Cortex Transaction”), a private company operating in the field of online media and advertising. In consideration for the Cortex Transaction, Gix Media paid NIS 35 million in cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of 12 months from the closing date (the “Purchase Price”). | ||||||||
Cortex Acquisition [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business Acquisition, Description of Acquired Entity | Gix Media acquired an additional 10% of Cortex, increasing its holdings to 80% of the share capital of Cortex in consideration for $2,625 (the “Subsequent Purchase”). The Subsequent Purchase was financed by Gix Media’s existing cash balances and by a long-term bank loan received on January 17, 2023, in the amount of $1,500 | ||||||||
Share capital consideration | $ 2,625 |