Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information Line Items | |
Entity Registrant Name | BOS BETTER ONLINE SOLUTIONS LTD |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 0 |
Amendment Flag | false |
Entity Central Index Key | 0001005516 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-14184 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 20 Freiman Street |
Entity Address, City or Town | Rishon LeZion |
Entity Address, Postal Zip Code | 7535825 |
Entity Address, Country | IL |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 1375 |
Auditor Name | FAHN KANNE & CO. |
Auditor Location | Tel-Aviv, Israel |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 20 Freiman Street |
Entity Address, City or Town | Rishon LeZion |
Entity Address, Postal Zip Code | 7535825 |
Entity Address, Country | IL |
Contact Personnel Name | Eyal Cohen |
Local Phone Number | 3-9542070 |
Contact Personnel Email Address | eyalc@boscom.com |
City Area Code | 972 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,875 | $ 1,036 |
Restricted cash deposits | 242 | 140 |
Trade receivables (net of allowance for doubtful accounts of $123 and $146 at December 31, 2021 and 2020, respectively) | 9,209 | 9,172 |
Other accounts receivable and prepaid expenses | 977 | 1,311 |
Inventories | 5,567 | 4,871 |
Total current assets | 17,870 | 16,530 |
LONG-TERM ASSETS | 150 | 59 |
PROPERTY AND EQUIPMENT, NET | 1,097 | 956 |
OPERATING LEASE RIGHT-OF-USE ASSETS, NET | 944 | 767 |
OTHER INTANGIBLE ASSETS, NET | 20 | 40 |
GOODWILL | 4,676 | 4,676 |
Total assets | 24,757 | 23,028 |
CURRENT LIABILITIES: | ||
Current maturities of long-term loans | 740 | 815 |
Operating lease liabilities, current | 538 | 557 |
Trade payables | 5,200 | 5,492 |
Employees and payroll accruals | 996 | 985 |
Deferred revenues | 917 | 601 |
Advances net of inventory in progress | 249 | 68 |
Accrued expenses and other liabilities | 112 | 391 |
Total current liabilities | 8,752 | 8,909 |
LONG-TERM LIABILITIES: | ||
Long-term loans, net of current maturities | 681 | 1,216 |
Operating lease liabilities, non-current | 565 | 367 |
Long-term deferred revenues | 132 | 303 |
Accrued severance pay | 280 | 364 |
Total long-term liabilities | 1,658 | 2,250 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
Share capital: | ||
Ordinary Shares: Authorized; 8,000,000 and 6,000,000 shares at December 31, 2021 and 2020, respectively; Issued and outstanding: 5,250,518 and 4,391,163 shares at December 31, 2021 and 2020, respectively and additional paid-in capital | 84,854 | 82,827 |
Accumulated other comprehensive loss | (243) | (243) |
Accumulated deficit | (70,264) | (70,715) |
Total shareholders’ equity | 14,347 | 11,869 |
Total liabilities and shareholders’ equity | $ 24,757 | $ 23,028 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Trade receivables, allowance for doubtful accounts (in Dollars) | $ 123 | $ 146 |
Ordinary shares, shares authorized | 8,000,000 | 6,000,000 |
Ordinary shares, shares issued | 5,250,518 | 4,391,163 |
Ordinary shares, shares outstanding | 5,250,518 | 4,391,163 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues | $ 33,634 | $ 33,551 | $ 33,817 |
Cost of revenues | 27,048 | 27,433 | 27,159 |
Gross profit | 6,586 | 6,118 | 6,658 |
Operating costs and expenses: | |||
Research and development | 208 | 112 | |
Sales and marketing | 3,955 | 3,922 | 4,064 |
General and administrative | 1,906 | 1,747 | 2,255 |
Impairment of intangible assets | 517 | 356 | |
Impairment of goodwill | 471 | 614 | |
Total operating costs and expenses | 6,069 | 6,769 | 7,289 |
Operating (loss) income | 517 | (651) | (631) |
Other income | 39 | ||
Financial expenses, net | (105) | (348) | (330) |
Income before taxes on income (loss) | 412 | (960) | (961) |
Taxes on income (tax benefit) | (39) | (48) | |
Net income (loss) | $ 451 | $ (960) | $ (913) |
Basic net income (loss) per share (in Dollars per share) | $ 0.09 | $ (0.22) | $ (0.23) |
diluted net income (loss) per share (in Dollars per share) | $ 0.08 | $ (0.22) | $ (0.23) |
Basic (in Shares) | 5,212 | 4,298 | 4,053 |
Diluted (in Shares) | 5,424 | 4,298 | 4,059 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 451 | $ (960) | $ (913) |
Cash flow hedging instruments: | |||
Change in unrealized gains and losses | (57) | 53 | |
Gain in respect of derivative instruments designated for cash flow hedge, net of taxes | 47 | 47 | |
Other comprehensive income (loss) | (10) | 100 | |
Comprehensive income (loss) | $ 451 | $ (970) | $ (813) |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Ordinary Shares | Share capital and additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Total |
Balance at Dec. 31, 2018 | $ 80,686 | $ (333) | $ (68,842) | $ 11,511 | |
Balance (in Shares) at Dec. 31, 2018 | 3,553,714 | ||||
Issuance of Ordinary Shares in connection with a Standby Equity Distribution Agreement, net (see Note 15.a.1) | 465 | 465 | |||
Issuance of Ordinary Shares in connection with a Standby Equity Distribution Agreement, net (see Note 15.a.1) (in Shares) | 158,023 | ||||
Share based compensation expenses (see Note 15.a.2) | 143 | 143 | |||
Share based compensation expenses (see Note 15.a.2) (in Shares) | 20,858 | ||||
Issuance of Ordinary Shares related to a Securities Purchase Agreement, net (see Note 15.a.3) | 935 | 935 | |||
Issuance of Ordinary Shares related to a Securities Purchase Agreement, net (see Note 15.a.3) (in Shares) | 400,000 | ||||
Exercise of options | 316 | 316 | |||
Exercise of options (in Shares) | 125,195 | ||||
Other comprehensive income (loss) | 100 | 100 | |||
Net income (loss) | (913) | (913) | |||
Balance at Dec. 31, 2019 | 82,545 | (233) | (69,755) | 12,557 | |
Balance (in Shares) at Dec. 31, 2019 | 4,257,790 | ||||
Issuance of Ordinary Shares in connection with a Standby Equity Distribution Agreement, net (see Note 15.a.1) | 23 | 23 | |||
Issuance of Ordinary Shares in connection with a Standby Equity Distribution Agreement, net (see Note 15.a.1) (in Shares) | 41,090 | ||||
Share based compensation expenses (see Note 15.a.2) | 77 | 77 | |||
Share based compensation expenses (see Note 15.a.2) (in Shares) | 7,665 | ||||
Expenses underlying shelf registration | (41) | (41) | |||
Warrants underlying loan agreement (see Note 15.a.5) | 30 | 30 | |||
Exercise of options | 193 | 193 | |||
Exercise of options (in Shares) | 84,618 | ||||
Other comprehensive income (loss) | (10) | (10) | |||
Net income (loss) | (960) | (960) | |||
Balance at Dec. 31, 2020 | 82,827 | (243) | (70,715) | 11,869 | |
Balance (in Shares) at Dec. 31, 2020 | 4,391,163 | ||||
Share based compensation expenses (see Note 15.a.2) | 94 | 94 | |||
Share based compensation expenses (see Note 15.a.2) (in Shares) | 7,188 | ||||
Expenses underlying shelf registration | (27) | (27) | |||
Exercise of options | 119 | 119 | |||
Exercise of options (in Shares) | 52,167 | ||||
Issuance of Ordinary Shares in connection with Prospectus Supplement (see Note 15.a.4) | 1,841 | 1,841 | |||
Issuance of Ordinary Shares in connection with Prospectus Supplement (see Note 15.a.4) (in Shares) | 800,000 | ||||
Net income (loss) | 451 | 451 | |||
Balance at Dec. 31, 2021 | $ 84,854 | $ (243) | $ (70,264) | $ 14,347 | |
Balance (in Shares) at Dec. 31, 2021 | 5,250,518 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | Jun. 01, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash flows from operating activities: | ||||
Net income (loss) | $ 451 | $ (960) | $ (913) | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 258 | 310 | 971 | |
Impairment of goodwill and intangible assets | 988 | 356 | ||
Loss (Gain) from sale and disposal of property and equipment | 18 | (10) | ||
Gain from sale of shares | (57) | |||
Interest and Currency fluctuation of loans | 39 | 153 | 213 | |
Severance pay, net | (84) | 61 | 2 | |
Share-based compensation expense | 67 | 65 | 81 | |
Decrease (Increase) in trade receivables, net | (37) | 891 | (1,970) | |
Decrease (Increase) in other accounts receivable and other assets | 243 | (30) | (357) | |
Decrease (Increase) in inventories | (515) | 575 | (2,125) | |
Increase (decrease) in trade payables | (292) | (1,011) | 2,397 | |
Increase (decrease) in employees and payroll accruals, advances deferred revenues, accrued expenses and other liabilities | (121) | 55 | 440 | |
Net cash provided by (used in) operating activities | 9 | 1,058 | (915) | |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (379) | (84) | (335) | |
Proceeds from sale of property and equipment | 98 | 10 | ||
Proceeds from sale of shares | 57 | |||
Acquisition of Imdecol (Appendix B) | (1,895) | |||
Net cash provided by (used in) investing activities | (379) | 71 | (2,220) | |
Cash flows from financing activities: | ||||
Proceeds from issuance of shares, net | 1,841 | 102 | 1,498 | |
Proceeds from exercise of options | 119 | 193 | 316 | |
Proceeds from short and long-term loans | 173 | 774 | 737 | |
Repayment of short and long-term loans | (822) | (1,601) | (579) | |
Net cash provided by (used in) financing activities | 1,311 | (532) | 1,972 | |
Increase (decrease) in cash, cash equivalents and restricted cash | 941 | 597 | (1,163) | |
Cash, cash equivalents and restricted cash at the beginning of the year | 1,176 | 579 | 1,742 | |
Cash, cash equivalents and restricted cash at the end of the year | 2,117 | 1,176 | 579 | |
Supplemental disclosure of cash flow activities: | ||||
Interest | 59 | 98 | 98 | |
Taxes | 31 | |||
Prepaid expenses related to Standby Equity Distribution Agreement (see Note 15a.1) | 77 | 35 | ||
Operating lease right-of-use assets | 669 | 1,176 | ||
Operating lease liabilities | $ 669 | $ 410 | $ 1,176 | |
Inventory | 380 | |||
Intangible assets , Net | 953 | |||
Property and equipment, Net | 91 | |||
Loss Contracts | (614) | |||
Goodwill | 1,085 | |||
Net cash used to pay for the Acquisition | $ 1,895 |
General
General | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. B.O.S. Better Online Solutions Ltd. (“BOS” or the “Company”) is an Israeli corporation. The Company’s shares are listed on NASDAQ under the ticker BOSC. b. The Company has three operating segments: the Intelligent Robotics segment, the RFID Division segment, and the Supply Chain Solutions segment (see Note 19). The Company’s wholly owned subsidiaries include: 1. BOS-Dimex Ltd., (“BOS-Dimex”), is an Israeli company that provides comprehensive turn-key solutions for Automatic Identification and Data Collection (AIDC), combining a mobile infrastructure with software application of manufacturers that we represent. In addition, BOS-Dimex offers on-site inventory count services in the fields of apparel, food, convenience and pharma, asset tagging and counting services for corporate and governmental entities. BOS-Dimex comprises the RFID segment 2. BOS-Odem Ltd. (“BOS-Odem”), an Israeli company, that is a distributor of electro-mechanical components, mainly to customers in the aerospace, defense and other industries and a supply chain service provider for aviation customers that seek a comprehensive solution to their components-supply needs. BOS-Odem is part of the Supply Chain Solutions segment; and 3. Ruby-Tech Inc., a New York corporation, is a wholly-owned subsidiary of BOS-Odem and a part of the Supply Chain Solutions segment. c. On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The outbreak has reached all of the regions in which we do business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shutdowns, limitations or closures of non-essential businesses, and social distancing requirements. The global spread of COVID-19 and actions taken in response have caused and may continue to cause disruptions and/or delays in our supply chain and shipments, and caused significant economic and business disruption to our customers and vendors. The extent of the impact of COVID-19 on our business and results of operations will depend on future developments, which are highly uncertain, including the duration and severity of the outbreak, the effects of subsequent waves of COVID-19, the ability to maintain our supply chain and restrictions on our business and personnel that may be imposed by governmental rules and regulations implemented to contain or treat COVID-19. Management is monitoring and assessing the impact of the COVID-19 pandemic daily, including recommendations and orders issued by government and public health authorities. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared in accordance with the United States generally accepted accounting principles (“U.S. GAAP”). a. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The most significant assumptions are used with respect to the impairment analysis of goodwill and other identifiable intangible assets, revenues and the net realizable value of inventory. Actual results could differ from those estimates. b. Financial statements in U.S. dollars: A substantial portion of the Company’s revenues and all of its subsidiaries revenues is denominated in U.S. dollars (“dollars”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances, including profits from intercompany sales not yet realized outside the Company, have been eliminated upon consolidation. d. Cash equivalents: Cash equivalents are short-term highly liquid investments with original maturities of less than three months from date of purchase. e. Restricted bank deposits: Restricted bank deposits are deposits related to forward contracts with banks, guaranties to customers and custom. Restricted deposits are presented at their cost. f. Inventories: The inventory is valued at the lower of cost or net realizable value. Cost is determined using the moving average cost method. In 2021 and 2020, inventory write-down amounted to $407 and $316, respectively. Inventory write-offs and write-downs are provided to cover risks arising from slow-moving items or technological obsolescence. g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Computers and software 20 - 33 (Mainly 33) Machines 7-33 Office furniture and equipment 6 - 15 (Mainly 6) Leasehold improvements Over the shorter of the period of the lease or the life of the assets Motor vehicles 15 h. Business combination: The consolidated financial statements include the operations of an acquired business from the date of the acquisition’s consummation. Acquired businesses are accounted for using the acquisition method of accounting in accordance with ASC 805, “ Business Combinations Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration incurred in a business combination is included as part of the acquisition price and recorded at a probability weighted assessment of its fair value as of the acquisition date. The fair value of the contingent consideration is re-measured at each reporting period, with any adjustments in fair value recognized in earnings. i. Impairment of long-lived assets and intangible assets subject to amortization: The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Asset Recoverability of intangible assets is measured by a comparison of the carrying amount of the asset to the undiscounted future cash flows expected to be generated by the asset. If intangible assets are considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. As of December 31, 2021 the remaining intangible assets were comprised mainly of customer relationships. For year ended on December 31, 2021, no impairment losses were identified. During the year 2020 the Company recognized an impairment loss related to intangible assets in an amount of $517. For further information, see Note 8 below. j. Goodwill: Goodwill represents excess of the costs over the net assets of businesses acquired. Under ASC 350, Intangibles - Goodwill and Other (“ASC 350”), goodwill is not amortized but instead is tested for impairment at least annually or between annual tests in certain circumstances, and written-down when impaired. The Company performs its annual impairment analysis of goodwill as of December 31 of each year, or more often if indicators of impairment are present. The provisions of ASC 350 require that the impairment test be performed on goodwill at the level of the reporting unit. As required by ASC 350, the Company chooses either to perform a qualitative assessment whether a goodwill impairment test is necessary or proceeds directly to the goodwill impairment test. Such determination is made for each reporting unit on a stand-alone basis. The qualitative assessment includes various factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, earnings multiples, gross margin and cash flows from operating activities and other relevant factors. When the Company chooses to perform a qualitative assessment and determines that it is more likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than its carrying value, then the Company proceeds to the goodwill impairment test. If the Company determines otherwise, no further evaluation is necessary. With respect to goodwill impairment tests performed before the adoption of ASU 2017-04, when the Company decided or was required to perform the two-step goodwill impairment test, in the first step, or “Step 1”, the Company compared the fair value of each reporting unit to its carrying value. If the fair value exceeded the carrying value of the net assets, goodwill was considered not to be impaired, and the Company was not required to perform further testing. If the carrying value of the net assets exceeded the fair value, then the Company was required to perform the second step, or “Step 2”, of the impairment test in order to determine the implied fair value of goodwill. In such circumstances, an impairment loss was recorded for the excess, if any, of the carrying value of the goodwill allocated to the reporting unit over its implied fair value. To determine the fair value used in Step 1, the Company uses discounted cash flows. If and when the Company is required to perform a Step 2 analysis, determining the fair value of its net assets and its off-balance sheet intangibles would require it to make judgments that involve the use of significant estimates and assumptions. Commencing, upon the adoption of ASU 2017-04 (which eliminated Step 2 from the goodwill impairment), for goodwill impairment tests performed in fiscal years beginning after December 15, 2019 when the Company decides or is required to perform the goodwill impairment test, the Company compares the fair value of the reporting unit to its carrying value and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. The Company operates in three operating-based segments: the Intelligent Robotics division, the RFID division and the Supply Chain Solutions division. The Company’s goodwill was related to two different reporting units: the RFID division segment and the Intelligent Robotics, each of which represents a whole separate reporting unit. As of December 31, 2021 there is a balance of goodwill related only to the RFID Division, as described below: RFID Division: Under the RFID Division segment there is one reporting unit with an allocated goodwill amount of approximately $ 4.7 thousand. The Company performed an impairment analysis as of December 31, 2021 and 2020, using the income approach and concluded that the fair value of such reporting unit exceeds its carrying value and accordingly the analysis did not result in an impairment loss of goodwill with respect to such unit. The most significant assumptions used for the income approach for the 2021 impairment test were four years of projected net cash flows, estimated weighted average cost of capital and a long-term growth rate. Intelligent Robotics Division: Under the Intelligent Robotics segment (which comprises of the Imdecol business acquired in 2019, see Note 3) there is one reporting unit with an allocated goodwill amount of approximately $ 471 (before the impairment loss recorded in the year ended December 31,2020). The Company performed an impairment analysis as of December 31, 2020, using the income approach and concluded that the carrying value of such reporting unit exceeds its fair value. The analysis resulted in an impairment loss of the entire balance goodwill with respect to such unit in an amount of $471. The most significant assumptions used for the income approach for the 2020 impairment test were five years of projected net cash flows, estimated weighted average cost of capital and a long-term growth rate. As of December 31,2021 there was no balance of goodwill allocated to such reporting unit. See also Note 8. k. Severance pay: The Company’s liability for severance pay for its Israeli employees is calculated pursuant to the Israeli Severance Pay Law - 1963 (the “Israeli Severance Pay Law”), based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date. Employees employed for a period of more than one year are entitled to one month’s salary for each year of employment or a portion thereof. The Company’s liability for its Israeli employees is mostly covered by insurance or pension policies designed solely for distributing severance pay. Most of the Company’s employees are subject to Section 14 of the Israeli Severance Pay Law. The Company’s contributions towards severance pay, for Israeli employees subject to this section, have replaced its severance obligation. Upon contribution of the full amount of the employee’s monthly salary for each year of service, no additional calculations are conducted between the parties regarding the matter of severance pay and no additional payments are required to be made by the Company to the employee in respect of severance pay. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheet, as the Company is legally released from the obligation to employees once the deposit amounts have been paid. Severance expenses for years 2021, 2020 and 2019 amounted to $267, $379 and $ 315 l. Revenue recognition: Commencing January 1, 2018, the Company applied ASC Topic 606, Revenue from Contracts with Customers In accordance with ASC 606, the Company determines revenue recognition through the following five steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. A contract with a customer exists when all of the following criteria are met: the parties to the contract have approved it (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”), the Company can determine the transaction price for the goods or services to be transferred, the contract has commercial substance and it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only if it is not considered constrained (i.e. it is considered probable that a significant reversal in the amount of cumulative revenue recognized will not occur). Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. A product is transferred when, or as, the customer obtains control of that product, and a service is considered transferred as the services are received and used by the customers. The Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time, if any of the following criteria is met: a. The customer simultaneously receives and consumes the benefits provided by the Company’s performance as the company performs, b. The Company’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced, or c. The Company’s performance does not create an asset with an alternative use and the Company has an enforceable right to payment for performance completed to date. If none of the above criteria for satisfying a performance obligation over time are met, the performance obligation is considered as satisfied at a point in time (such as upon shipment of a completed robotics and automation project). Revenues are recorded in the amount of consideration to which the Company expects to be entitled in exchange for performance obligations upon transfer of control to the customer. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. With respect to contracts that contain multiple performance obligations such as different products or products and services the Company performs an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. The Company records revenues net of any value added or sales tax. In accordance with ASC 606, the Company’s revenues are recognized as follows: 1. The Company generates its revenues primarily from the direct sale to customers of products such as electro mechanical components and Automatic Identification Data Capture hardware manufactured by third parties. Revenues from sales of products are recognized at the point of time when the control of the product is transferred on to the customer, mostly upon delivery to the customer, either at the Company’s premises, to the customer’s carrier or to the customer’s premises, as applicable to each contract. 2. Revenues from service contracts are recognized over the contract’s period (for time-based services) or based on the amount of work performed (for on-site inventory count and similar services). Renewals of service support contracts create new performance obligations that are satisfied over the term with the revenues recognized ratably over the renewal period. 3. For arrangements that involve the delivery or performance of multiple products or products sold with service contracts, the Company analyzes whether the goods or services that were promised to the customer are distinct. A good or service promised to a customer is considered ‘distinct’ if both of the following criteria are met: a. The customer can benefit from the goods or service, either on its own (i.e. without any professional services, updates or technical support) or together with other resources that are readily available to the customer; and, b. The Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. Revenues from service contracts sold to customers within a single contractually binding arrangement together with products, were determined to be distinct and therefore, are accounted for revenue recognition purposes, as a separate performance obligation. Accordingly, the amount attributed to the service contract is deferred and recognized over time, on a straight-line basis over the contract’s period, as the services are mostly time-based support services. Revenues from a robotics and automation project are recognized at a point in time and upon shipment of the completed project, as the control of such project is not eligible to be considered as transferred over time. Robotics and automation project’s costs include direct material, labor, and indirect costs. Selling, marketing, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. 4. Deferred revenues include unearned amounts received from customers but not yet recognized as revenues. m. Income taxes: The Company and its subsidiaries account for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its subsidiaries provide a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely than not to be realized. Interest expense and potential penalties related to income taxes are included in the tax expense line of the Company’s Consolidated Statements of Operations. The Company implements a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with ASC 740. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. n. Concentrations of credit risk and allowance for doubtful accounts: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, bank deposits, trade receivables, other accounts receivable and foreign currency derivative contracts. The trade receivables of the Company are derived from sales to customers located primarily in Israel, the Far East, Europe and America. The Company generally does not require collateral however a part of the Company’s customers outside of Israel are insured against customer nonpayment, through the Israeli Credit Insurance Company Ltd. In certain circumstances, the Company may require letters of credit, other collateral, additional guarantees or advanced payments. An allowance for doubtful accounts is determined with respect to specific debts that are doubtful of collection, in order to reflect the expected credit losses on accounts receivable balances. Judgment is required in the estimation of the allowance for doubtful accounts and the Company evaluates the collectability of its accounts receivable based on a combination of factors including, among other things, the past experience with the customers, the length of time that the balance is past due using an aging schedule, the customer’s current ability to pay and its creditworthiness using all available information about the credit risk of such customer taking into consideration the current business environment. If the Company becomes aware of a customer’s inability to meet its financial obligations, a specific allowance is recorded to reduce the net receivable to the amount reasonably believed to be collectible from such customer. Accounts receivable are written off against the allowance for uncollectible accounts when the Company determines amounts are no longer collectible. The expenses (income) related to the allowance for doubtful accounts for the years ended December 31, 2021, 2020 and 2019 is $21, $16 and $1, respectively. o. Contingencies: The Company and its subsidiaries are involved in certain legal proceedings that arise from time to time in the ordinary course of their business and in connection with certain agreements with third parties. Except for income tax contingencies, the Company records accruals for contingencies to the extent that the management concludes that the occurrence is probable and that the related liabilities are estimable. Legal expenses associated with contingencies are expensed as incurred. p. Derivative financial instruments: ASC 815, “Derivatives and Hedging” Recognize the entire changes in fair value of the derivative instruments designated for hedging purposes that were determined as qualifying for hedging purposes (including the ineffective components of the hedging relationship) as a component of OCI, net of tax., such amounts are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Other derivatives which do not qualify for hedge accounting, or which have not been designated as hedging instruments, are recognized in the balance sheet at their fair value, with changes in the fair value carried to the statements of income as incurred in financing income (expenses), net. See Note 11 for disclosure of the derivative financial instruments in accordance with ASC 815. q. Basic and diluted net income per share: Basic net income per share is calculated based on the weighted average number of Ordinary Shares outstanding during each year. Diluted net income per share is calculated based on the weighted average number of Ordinary Shares outstanding during each year, plus the potential dilution to Ordinary Shares considered outstanding during the year, in accordance with ASC 260, Earning per Share The total number of Ordinary Shares related to outstanding options and warrants that was excluded from the calculations of diluted net earnings per share, since they were determined to have an anti-dilutive effect, was 40,000, 479 r. Accounting for share-based compensation: The Company accounts for equity-based compensation in accordance with ASC 718, Stock Compensation ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures. The Company considers many factors when estimating forfeitures, including employee class and historical experience. Commencing January 1, 2019, following the adoption of ASU 2018-07, which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees (with certain exceptions), share-based payments to non-employees are accounted for in accordance with ASC 718. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the date of grant, equal to the expected option terms. The expected option term represents the period that the Company’s stock options are expected to be outstanding and was determined based on the simplified method permitted by the SEC’s Staff Accounting Bulletin (“SAB”) No.107 and extended by SAB 110 as the average of the vesting period and the contractual term. The Company currently uses the simplified method as adequate historical experience is not available to provide a reasonable estimate. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The fair value for options granted in years 2021, 2020 and 2019 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Year ended December 31, 2021 2020 2019 Risk-free interest 0.84 % 0.51 % 1.52 % Dividend yields 0 0 0 Volatility 48 % 45 % 55 % Expected option term 3.5 years 3.5 years 3.5 years s. Fair value of measurements: The Company measures fair value and discloses fair value measurements for financial assets and liabilities. The Company also measures certain non-financial assets, consisting mainly of certain reporting units that include goodwill and intangible assets at fair value on a nonrecurring basis. These items are adjusted to fair value when they are considered to be impaired (see Note 8). As of December 31, 2021 the Company measured the fair value of reporting unit goodwill at a total carrying amount of US $ 4.67 The Company applies ASC 820, “ Fair Value Measurements and Disclosures” In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that the Company assumes market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The carrying amounts of cash and cash equivalents, restricted cash, restricted bank deposits, other accounts receivable, trade payables, and other accounts payable and accrued expenses approximate their fair values due to the short-term maturities of such instruments. t. Research and development costs: Research and development costs (other than computer software related expenses) are expensed as incurred. u. Reclassification: Certain comparative figures have been reclassified to conform to the current year presentation. Such reclassifications did not have any significant impact on the Company’s equity, net income or cash flows. v. Leases: The Company entered into several non-cancelable lease agreements for real estate (mainly offices, warehouses and base sites), and vehicles for use in its operations, which are classified as operating leases. Commencing January 1, 2019, the Company adopted ASC Update 2016-02, Leases (Topic 842). The Company used the effective date as the date of initial application. Consequently, the effect of the adoption was reflected through a cumulative-effect adjustment. Financial information for comparative periods was not required to be updated and the disclosures required under the new standard were provided for dates and periods before January 1, 2019. In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Under the ASC 842, arrangements meeting the definition of a lease are classified as operating or financing leases. A classification of a lease is determined based on the following criteria: 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset (Generally, 75% or more of the remaining economic life of the underlying assets). 4. The present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset (Generally, 90% or more of the fair value of the underlying asset). 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. If any of these five criteria is met, the lease is classified as a finance lease. Otherwise, the lease is classified as an operating lease. Leases are recorded on the consolidated balance sheet as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. Variable lease expenses if any, are recorded when incurred. The Company also elected the short-term lease recognition exemption for all leases that qualify (leases with a term shorter than 12 months). For those leases, right-of-use assets or lease liabilities are not recognized and rent expense is recognized on a straight-line basis over the lease term. The Company had no material finance leases throughout the reporting periods. w. Accounting pronouncements adopted during the reported period: Accounting Standards Update 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” The adoption of ASU 2017-04 impacted the goodwill impairment test that was performed as of December 31, 2021. For further information see Note 8. Accounting Standards Update 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In June 2016, The FASB has issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today are still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The Company intends |
Acquisition of Business
Acquisition of Business | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
ACQUISITION OF BUSINESS: | NOTE 3: ACQUISITION OF BUSINESS On June 1, 2019, the Company completed the acquisition of the operational assets of Imdecol Ltd, a global integrator and manufacturer of automatic and robotic systems that enhance the productivity of production lines. The Company has determined that the acquired assets and operations, represent a business and thus, the transaction was accounted for as a business combination transactions under ASC 805, “Business Combinations” in accordance with the acquisition method. The purchase price was comprised as follows: a. An advance of $276 was paid to Imdecol in cash upon signing the definitive agreement in March 2019; b. An additional approximately $1,619 was paid to Imdecol in cash at closing, on June 1, 2019. c. The final consideration would have been required to be paid by August 2020, according to certain performance conditions (“Contingent Consideration”). The Imdecol acquisition expenses amounted to approximately $138. The purchase price allocation of the acquired business was as follows: June 01, 2019 Cash paid 1,895 Contingent Consideration (1) - Total acquisition price $ 1,895 Recognized amounts of identifiable assets acquired: Intangible assets, net (2) 953 Property and equipment, net 91 Inventory 380 Loss Contracts (3) (614 ) Net assets acquired 810 Goodwill (4) 1,085 (1) The Company measured the fair value of the Contingent Consideration upon the completion of the acquisition (June 2019) at Zero. The performance of the acquired business up to August 2020 has not met the profitability goals for contingent payment. Accordingly, no Contingent Consideration was required to be paid. (2) The fair value adjustment estimate of identifiable intangible assets were determined using the “income approach”, which is a valuation technique that estimates the fair value of an assets based on market participants’ expectations of the cash flow an assets would generate over its remaining useful life. (3) Loss contracts - management identified certain contracts of the acquired operations of Imdecol as loss contracts as it was determined that the unavoidable costs of meeting the obligations assumed under such contracts (i.e. the expected manufacturing costs and service costs including labor expenses) exceed the expected future economic benefits to be received. Those loss contracts were recognized as a liability at fair value as of the acquisition date. (4) As part of the purchase price allocation for the acquisition, the Company recorded goodwill in an amount of $1,085. Goodwill reflects the value or premium of the acquisition price in excess of the fair values assigned to specific tangible and intangible assets net of the fair value. The purchase price intrinsically recognizes the benefits of the broadened depth of new markets and management team and is primarily attributable to expected synergies (See also Note 8B). Upon completion of the acquisition, the goodwill was allocated to the acquired operations as it was determined to represent a separate reporting unit and commencing 2020 is also recognized as an operating segment (the Intelligent Robotics segment). During the years ended December 31, 2020 and 2019, the Company recognized an impairment loss in an amount of $471 and $614, units and accordingly as of December 31, 2021, the balance of the goodwill related to such reporting unit is 0. |
Other Accounts Receivable and P
Other Accounts Receivable and Prepaid Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | NOTE 4:- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31 2021 2020 Government authorities $ 144 $ 26 Advances to suppliers 384 580 Prepaid expenses 366 488 Accrued income 1 146 Other 82 71 $ 977 $ 1,311 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5:- INVENTORIES December 31 2021 2020 Raw materials $ 178 $ 116 Inventory in progress 1,658 1,299 Finished goods 4,673 4,389 Net – advances from customers (942 ) (933 ) $ 5,567 $ 4,871 |
Long Term Assets
Long Term Assets | 12 Months Ended |
Dec. 31, 2021 | |
Long Term Assets [Abstract] | |
LONG TERM ASSETS | NOTE 6:- LONG TERM ASSETS December 31 2021 2020 Prepaid expenses $ 91 $ - Other $ 59 $ 59 $ 150 $ 59 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7:- PROPERTY AND EQUIPMENT, NET December 31, 2021 2020 Cost: Computers and software $ 1,237 $ 1,164 Machines 572 572 Office furniture and equipment 501 495 Leasehold improvements 1,128 1,118 Motor Vehicles 665 375 $ 4,103 $ 3,724 Accumulated Depreciation: Computers and software $ 1,181 $ 1,115 Machines 549 527 Office furniture and equipment 375 357 Leasehold improvements 610 535 Motor Vehicles 291 234 $ 3,006 $ 2,768 Property and equipment, net $ 1,097 $ 956 Depreciation expenses amounted to $238, $270 and $277 for the years ended December 31, 2021, 2020 and 2019, respectively. Additional equipment was purchased in an amount of $379, $84 and $342 for the years ended December 31, 2021, 2020 and 2019, respectively |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | NOTE 8:- GOODWILL AND OTHER INTANGIBLE ASSETS, NET A. Other Intangible Assets: December 31, December 31, Weighted Cost: Brand name 946 946 4.1 Customer list 2,450 2,450 2.5 Software 111 111 3 Customer relationship* 728 728 7 Backlog 90 90 4,325 4,325 Accumulated amortization: Brand name 946 946 Customer list 2,450 2,450 Software 111 111 Customer relationship* 708 688 Backlog 90 90 4,305 4,285 Amortized cost $ 20 $ 40 (*) Due to the decline in the results of the acquired Imdecol business (See Note 3) and the expectation of management for its future anticipated performance, the Company performed during the year ended December 31, 2020, an impairment analysis of the intangible assets which relate directly to its operations. Based on such analysis the Company recorded an impairment charge further described below: In order to determine the fair value of such intangible assets, the Company, based on a valuation performed by the management, utilized the “Relief from Royalties” valuation method. Accordingly, certain assumptions and judgments were made in order to determine the future income from which royalties will be derived from and in order to determine the appropriate rate of royalties and rate of discount. As a result of the above, During the year ended December 31, 2020, the Company recorded an impairment loss in an amount of $517, with respect to customer relationship that was recorded under “impairment of intangible assets” in the consolidated statement of operations. ( During the year ended December 31, 2019, the Company recorded an impairment loss in an amount of $356). Intangible assets are amortized based on the straight-line method for their remaining useful life. Amortization expenses amounted to $20, $41 and $ 79 B. The changes in the carrying amount of goodwill for the years ended December 31, 2021, 2020 and 2019, are as follows: Goodwill Balance as of January 1, 2019 4,676 Changes during 2019 Acquisition of Imdecol 1,085 Impairment of Goodwill (See Note 2j) (*) (614 ) Balance as of January 1and December 31, 2019 5,147 Changes during 2020 Impairment of Goodwill (See Note 2j) (**) (471 ) Balance as of December 31,2020 and 2021 $ 4,676 (*) Due to difficulties to implement Imdecol’s business following its acquisition (See Note 3) and the expectation of management for its future performance and following the annual impairment analysis performed as of December 31, 2019, the Company recorded a goodwill impairment in an amount of $ 614 (**) Due to the decline in the actual results of the acquired Imdecol business (See Note 3) and the current expectation of management for its future performance and following the annual impairment analysis performed as of December 31, 2020, the Company recorded. on December 31, 2020, a goodwill impairment in the total amount of $ 471 The analysis was based on a valuation performed by management using the assistance of a third-party appraiser utilizing the income approach. The significant assumptions used for the assessment were a discount rate of 14.18% and 14.6% as of December 31, 2021 and 2020, respectively, and a long-term growth rate of 2% as of December 31, 2021 and 2020. |
Current Maturities of Long Term
Current Maturities of Long Term Loans | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CURRENT MATURITIES OF LONG TERM LOANS | NOTE 9:- CURRENT MATURITIES OF LONG TERM LOANS Loan Weighted December 31 Short term loans currency % 2021 2020 Current maturities NIS 3.33% 740 815 740 815 As of December 31, 2021, the Company and its subsidiaries had an unutilized short term credit line in the amount of $1,532, bearing an annual interest of 3.14%. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 10:- ACCRUED EXPENSES AND OTHER LIABILITIES December 31 2021 2020 Professional services 73 118 Tax accruals 6 12 Agent Fees 11 202 Other 22 59 $ 112 $ 391 |
Derivatives Instruments
Derivatives Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES INSTRUMENTS | NOTE 11:- DERIVATIVES INSTRUMENTS From time to time the Company uses derivative instruments primarily to manage exposure to foreign currency exchange rates. The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows due to changes in foreign currency exchange rates related to forecasted monthly payroll payments of employees which are paid in NIS. Losses (gains) on designated derivatives reclassified from OCI into Consolidated Statement of Operations for the years ended: Year ended December 31, 2021 2020 2019 Derivatives designated as cash flow hedging instruments: Cost of revenues $ - $ (26 ) $ (25 ) Sales and marketing $ - $ (15 ) $ (16 ) General and administrative $ - $ (6 ) $ (6 ) Total expenses (income) $ - $ (47 ) $ (47 ) |
Deferred Revenues
Deferred Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
DEFERRED REVENUES | NOTE 12:- DEFERRED REVENUES December 31 2021 2020 Advanced payments from customers 317 267 Service contracts 490 544 Other 242 93 1,049 904 Less- long term deferred revenue related to service contract (132 ) (303 ) $ 917 $ 601 |
Long-Term Loans, Net of Current
Long-Term Loans, Net of Current Maturities | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM LOANS, NET OF CURRENT MATURITIES | NOTE 13:- LONG-TERM LOANS, NET OF CURRENT MATURITIES Classified by linkage terms and interest rates, the total amount of the loans is as follows: Weighted December 31, % 2021 2020 Loan currency NIS 3.33% $ 1,421 $ 2,031 Less - current maturities (740 ) (815 ) $ 681 $ 1,216 (1) In October 2017, the Company and its Israeli subsidiaries entered into an agreement with Bank Beinleumi for the provision of credit facilities. The Bank Beinleumi loan agreement includes covenants to maintain certain financial ratios related to shareholders’ equity, EBITDA and operating results. The Bank Beinleumi credit facilities are secured by a first ranking fixed charge on any unpaid share capital of the Company, the goodwill of the Company, and any insurance entitlements in the Company’s assets pledged thereunder, and a floating charges on all of the assets of the Company and its Israeli subsidiaries, owned now or in the future. As of December 31, 2021, the Company met the covenants set forth in the agreement. 2) The total amount to be paid by the Company is as follows: December 31, Payment schedule 2022 740 2023 609 2024 32 2025 26 2026 14 Total $ 1,421 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 14:- COMMITMENTS AND CONTINGENT LIABILITIES a. Commitments: 1. Royalty commitments: Under the Company’s research and development agreements with the Office of the Chief Scientist (“OCS”) and pursuant to applicable laws, the Company is required to pay royalties at the rate of 3.5% of sales of products developed with funds provided by the OCS, up to an amount equal to 100% of the research and development grants (dollar-linked) received from the OCS. The obligation to pay these royalties is contingent upon actual sales of the products. Royalties payable with respect to grants received under programs approved by the OCS after January 1, 1999, are subject to interest on the U.S. dollar-linked value of the total grants received at the annual rate of LIBOR applicable to dollar deposits at the time the grants are received. No grants were received since 2007. As of December 31, 2021, the Company has an outstanding contingent obligation to pay royalties to the OCS, including interest, in the amount of approximately $3,603, with respect to the grants. Since year 2012, the developed software for which the grant was received is no longer being sold and is not expected to be sold in the future, accordingly no royalty expenses were recorded during the respective years, and the Company anticipates that no royalties will be paid in the future. 2. Litigation: a. On February 2, 2020, the Company filed with the Tel-Aviv District Court a claim against Imdecol Ltd., requesting to enforce pledges placed on Imdecol for the benefit of the Company, due to Imdecol’s inability the repay its debts to the Company. On February 25, 2020, the court ruled in favor of the Company and determined that the pledges are to be enforced. On July 20, 2020, the court appointed a receiver over the Company’s pledged assets. On March 22, 2021, the District Court issued a liquidation order is respect of Imdecol and on October 14, 2021 BOS submitted to the liquidator a debt claim. In October 2021, the District Court approved an agreement, according to which BOS will perform certain adjustment to a machine delivered to SodaStream (a customer of Imdecol) in consideration of NIS 365,812. b. On January 3, 2022, The Company received a demand letter on behalf of one of its customer that alleging the Company has materially breached its agreement with the customer by supplying it with a faulty manufacturing machine. The customer requested from the Company reimbursement of a NIS 750,694 (approximately $241,000) payment it had made to the Company in consideration for the machine and NIS 500,000 (approximately $160,000) for claimed damages. Management believes that it can repair the faults the customer has identified in the machine. The Company has recorded a provision in the amount of $241,000 in respect of this matter. In addition, the Company has referred the customer’s claim of damages to its insurance company. c. On January 16, 2022, the Company received a letter, on behalf of a former independent sales agent claiming that he was actually an employee and demanding a total of NIS 1,232,709 (approximately $361,000) as employee benefits. On February 14, 2022, the Company issued a response letter, in which all of the sales agent’s claims were rejected, on the basis of his being a service provider, and therefore not entitled to any rights as an employee. Based on the information available to the Company at this early stage of the matter, and on consultation with the Company’s counsel, the Company believes that if the service provider choses to bring legal action, its chances to prevail are low. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 15:- SHAREHOLDERS’ EQUITY a. Ordinary Shares: 1. Issuance of Ordinary Shares in connection with a Standby Equity Distribution Agreement: On May 8, 2017, the Company entered into a Standby Equity Distribution Agreement (“SEDA”), with YA II PN Ltd. (“YA”), for the sale of up to $2,000 of its Ordinary Shares to YA during a four-year period beginning on March 1, 2018, the date on which the Securities and Exchange Commission first declares effective a registration statement registering the resale of the Company’s Ordinary Shares by YA. For each Ordinary Share purchased under the SEDA, YA will pay 93% of the lowest daily VWAP (as defined below) of the Ordinary Shares during the three consecutive trading days, following the date of an advance notice from the Company (provided such VWAP was greater than or equal to 90% of the last closing price of the Ordinary shares at the time of delivery of the advance notice). Notwithstanding the forgoing, the notice shall not exceed $500. “VWAP” was defined as of any date, to be such date’s daily dollar volume-weighted average price of the Ordinary Shares as reported by Bloomberg, LP. The Company was entitled to terminate the SEDA at any time upon prior notice to YA, as long as there are no advance notices outstanding and the Company has paid to YA all amounts then due. In connection with the SEDA, the Company issued 67,307 ordinary shares to YA as a commitment fee. The fair value of such shares was approximately $140 and was accounted for as prepaid expenses and amortized to equity by December 31, 2021, as the Company doesn’t anticipate to further utilize this equity line. During the year 2019, the Company issued to YA 158,023 Ordinary Shares, for a total amount of $465, net of amortization of commitment fee in the amount of $35. During the year 2020, the Company issued to YA 41,090 Ordinary Shares, for a total amount of $23, (gross proceeds of $100 less the remaining balance of the commitment fee which amounted to $77). The 2017 SEDA expired on May 8, 2021. 2. Share-based compensation expense: In the year 2019, the Company issued to its directors and officers 95,000 options to purchase Ordinary Shares. In the year 2020, the Company issued to its directors and officers 45,000 options to purchase Ordinary Shares. In the year 2021, the Company issued to its directors and officers 175,000 options to purchase Ordinary Shares. The options’ exercise price is calculated as the weighted average of the closing prices of the shares on the Nasdaq Capital Market during the 20 trading days preceding the date of approval of the grant by the Board of Directors or, in case of grants to the Chief Executive Officer or Directors, 20 trading days preceding the approval of the grant by the shareholders. The options will vest and become exercisable annually over a period of three years, in three equal parts, such that one third of the options shall vest on each of the first, second and third anniversary of the grant date, provided that the director or officer is still serving on the applicable vesting date. The options shall expire on the fifth anniversary of the grant date. Payment of the exercise price must be made in full upon exercise of the options, by cash or check or cash equivalent, or by the assignment of the proceeds of a sale of some or all of the Ordinary Shares being acquired upon exercise of the options, or by any combination of the foregoing. On March 31, 2020 and on March 29, 2021, the Company issued to its officers 7,665 Ordinary Shares (equivalent to $12) and 7,188 Ordinary shares (equivalent to $27), respectively, as a bonus, which was approved by the Board of Directors and shareholders. Issuance of Ordinary Shares in connection with a Securities Purchase Agreement: On May 16, 2019 the Company entered into and closed a securities purchase agreement with several investors for the sale of 400,000 Ordinary Shares at a price of $2.50 per share, resulting in gross proceeds of $1,000 and $65 issuance expenses. In addition, the Company issued to the investors 240,000 warrants with an exercise price of $3.30 per Ordinary Share. The warrants shall be exercisable for 3.5 years and shall be subject to a three-year vesting period as follows: one third of the warrants shall vest annually (upon the lapse of 12 months, 24 months and 36 months from issuance), provided that on the applicable vesting date the investor did not sell any of the Ordinary Shares purchased in the private placement. Vesting of all of the warrants shall be accelerated in the event that any one or more shareholders acting together acquire a block of 40% of the Company’s issued and outstanding share capital. In addition, the Company issued 60,000 warrants as fees to a placement agent. As of December 31, 2021, none of the warrants have been exercised. 3. Issuance of Ordinary Shares in connection with Prospectus Supplement filed on December 30, 2020. On January 4, 2021, the Company entered into a definitive agreement with several institutional investors for the purchase and sale of 800,000 Ordinary Shares and 720,000 Warrants to purchase Ordinary Shares at a combined purchase price of $2.50 in a registered direct offering with a total gross amount of $2,000 or $1,841 net of issuance expenses. The Warrants have an exercise price of $2.75 per share, are immediately exercisable and have a five-year term. 4. Warrants under loan agreement: On February 19, 2020, the Company, through its wholly owned subsidiary, Ruby Tech Inc. entered into an agreement for a loan from YA II PN, LTD (“YA II”) in the principal amount of $600,000. The principal loan amount bears an interest rate of 8% per annum and is not secured and was guaranteed by BOS-Odem and by the company. The loan is paid in 12 monthly installments of principal and interest starting from March 2020. BOS issued to YA II warrants to purchase up to 100,000 Ordinary Shares of the Company at an exercise price of $3.00 per Ordinary Share. If at the time of exercise the shares underlying the warrants are not subject to an effective registration statement, the warrants may be exercised on a cashless basis. The warrants were exercisable for a period of two years from issuance. The company allocated on amount of $30 with respect to such warrants under “additional paid in capital” and as a discount on the loan. The discount was reflected as financing expenses over the term of the loan.. As of December 31, 2021, the entire balance of the loan was repaid. On February 19, 2022, the warrants have expired and none of them have been exercised. 5. At the Annual General Meeting of shareholders held on July 18, 2018, it was approved to increase the Company’s authorized share capital by 2,000,000 Ordinary Shares, from 4,000,000 authorized shares to 6,000,000 authorized shares. At the Annual General Meeting of shareholders held on December 16, 2020, it was approved to increase the Company’s authorized share capital by 2,000,000 Ordinary Shares, from 6,000,000 authorized shares to 8,000,000 authorized shares. In addition, it was approved to cancel the Company’s Ordinary Shares’ nominal value, so that following such cancellation, the authorized share capital of the Company will be comprised of 8,000,000 Ordinary Shares of no nominal value each, ranking pari passu in all respects. b. Warrants to shareholders: The Company’s outstanding warrants to shareholders as of December 31, 2021, are as follows: Outstanding and Weighted average Weighted average 1,120,000 2.92 2.81 c. Stock option plans: In May 2003, the Company’s shareholders approved the adoption of the 2003 Israeli Stock Option Plan or the Plan. In December 2012, the Company’s shareholders approved a 10 year extension to the Plan, according to which the Board of Directors may grant options under the Plan through May 31, 2023. In December 2017, the shareholders approved an increase of the pool of shares reserved for issuances under the Plan, to 500,000 Ordinary Shares. In July 18, 2018, the Company’s shareholders approved (i) an increase of the number of Ordinary Shares available for issuance under the Plan, by 200,000 to a total of 700,000 Ordinary Shares, and (ii) an amendment of the Plan allowing for the grant of Ordinary Shares in addition to options. Under the Plan, the terms and conditions of the options and the number of shares subject thereto shall be determined by the Board of Directors. The Board of Directors also has discretion to determine the nature of the consideration to be paid upon the exercise of an option under the Plan. Such consideration generally may consist of cash, or, at the discretion of the Board of Directors, cash and a recourse promissory note. The Ordinary Shares acquired upon exercise of an option are subject to certain restrictions on transfer, sale or hypothecation. Options are exercisable and restrictions on disposition of shares lapse pursuant to the terms of the individual agreements under which such options were granted or shares issued. The Company has elected to designate the Plan under the “capital gains” track of Section 102 of Israeli Income Tax Ordinance 5721-1961 (the “Tax Ordinance”), designed to afford qualified optionees certain tax benefits under the Tax Ordinance (a “Section 102 Plan”). Pursuant to the election made by the Company, capital gains derived by optionees arising from the sale of shares pursuant to the exercise of options granted to them under the Plan, will be subject to a flat capital gains tax rate of 25% (instead of the gains being taxed as salary income at the employee’s marginal tax rate). However, as a result of this election, the Company is not allowed to claim the amounts credited to such employees as a benefit when the related capital gains tax is payable by them, as an expense for tax purposes. The Company may change its election from time to time, as permitted by the Tax Ordinance. There are various conditions that must be met in order to qualify for these benefits, including the registration of the options in the name of a trustee (the “Trustee”) for each of the employees who is granted options. Each option, and any Ordinary Shares acquired upon the exercise of the option, must be held by the Trustee for a period commencing on the date of grant and ending no earlier than 24 months from the date of grant. As of December 31, 2021, there are 57,784 options available for future grants under the Plan. Each option granted under the Plan expires five years from the date of the grant. The options vest gradually over a period of up to three years. A summary of the Company’s employee and director stock option activity and related information for the year ended December 31, 2021, is as follows: 2021 2020 2019 Number of Weighted- Number of Weighted Number of Weighted- Outstanding - beginning of year 170,500 $ 2.30 246,874 $ 2.26 320,875 $ 2.59 Changes during the year: Granted 175,000 $ 3.36 45,000 $ 2.55 95,000 $ 2.13 Exercised (52,167 ) $ 2.29 (84,618 ) $ 2.29 (125,195 ) $ 2.52 Forfeited (17,500 ) $ 2.44 (36,756 ) $ 2.38 (43,806 ) $ 3.65 Outstanding - year end 275,833 $ 2.40 170,500 $ 2.30 246,874 $ 2.26 Vested and expected to vest 83,334 $ 2.22 95,834 $ 2.23 148,498 $ 2.41 Exercisable at year end 51,667 $ 2.26 48,834 $ 2.26 79,372 $ 2.38 During the years 2021, 2020, and 2019, stock-based compensation expense related to employees and directors stock options amounted to $67, $65 and $81 respectively, and is included in general and administrative expenses within the statement of operations. In the year 2021, the Company issued to its directors and officers 175,000 options to purchase Ordinary Shares as follows: ● On October 21, 2021, the Company issued to its CEO, Eyal Cohen 100,000 options. ● On February 19, 2021, the Company issued to its CFO, Moshe Zeltzer 20,000 options. ● On January 6, 2021, the Company issued to its director, Eldad Yaron 7,500 options. ● On October 21, 2021, the Company issued to its director, Osnat Gur 7,500 options. ● During the year 2021, the Company issued to several employees, 40,000 options. The weighted-average grant-date fair value of options granted during the years ended December 31, 2021, 2020 and 2019 was $3.32, $2.31 and $1.97, respectively. The weighted-average grant-date fair value of unvested options as of December 31, 2021 was $2.81. The aggregate intrinsic value of the outstanding options in each of the years ended December 31, 2021, 2020 and 2019 was $70, $12 and $0. The aggregate intrinsic value represents the total intrinsic value (the difference between the fair market value of the Company’s Ordinary Shares on December 31 of the respective year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on such date. During the years ended December 31, 2021, 2020 and 2019, exercised options amounted to a total of 52,167, 84,618 and 125,195, respectively. As of December 31, 2021 and 2020, there were a total of $219 and $85 respectively, of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s Plan. That cost is expected to be recognized through 2022 until 2024. Options granted to employees and directors that are outstanding as of December 31, 2021, broken into exercise prices, are as follows: Weighted average Options Weighted Options Remaining outstanding average exercisable Contractual as of remaining as of life of options Exercise December 31, contractual December 31, exercisable Price 2021 life (years) 2021 (years) $ 2.118 60,833 2.83 31,667 2.83 2.176 10,000 3.08 3,334 3.08 2.388 10,000 1.54 10,000 1.54 2.433 7,500 4.02 - - 2.775 20,000 3.96 6,666 3.96 3.195 20,000 4.14 - - 3.251 7,500 4.81 - - 3.252 100,000 4.81 - - 3.863 30,000 4.75 - - $ 4.022 10,000 4.67 - - Grand Total 275,833 4.05 51,667 2.90 See also Note 2r regarding the assumptions utilized for the un measurement of the fair value of stock options at the grant date. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | NOTE 16:- TAXES ON INCOME a. Corporate tax rates in Israel: Taxable income of the Company is subject to a corporate tax rate of 23% in 2019, 2020 and 2021. b. Loss carry forward: The Company and its Israeli subsidiaries have accumulated losses for Israeli income tax purposes as of December 31, 2021, in the amount of approximately $ 31,555 c. Deferred income taxes: Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows: December 31 2021 2020 Net operating loss carry forward (1) $ 7,240 $ 7,343 Net capital loss carry forward (1) 6,848 5,427 Allowances and provisions 142 149 Intangible assets, net (51 ) (9 ) 14,179 12,910 Valuation allowance (2) $ (14,179 ) $ (12,910 ) Net deferred tax Liability $ - $ - (1) See Note 16b. (2) In the years 2021 and 2020, the Company has provided valuation allowances on deferred tax assets that result from tax loss carry forward and other reserves and allowances due to its history of operating and capital losses and current uncertainty about the ability to realize these deferred tax assets in the future. Net change in valuation allowance during 2021 was mainly due to an increase of net capital loss carry forward. d. Taxes on income (tax benefit) are comprised as follows: Year ended December 31, 2021 2020 2019 Current $ 2 - $ 31 Other (41 ) - (79 ) $ (39 ) - $ (48 ) Domestic $ (41 ) - $ (52 ) Foreign 2 - 4 $ (39 ) - $ (48 ) e. Income (loss) before taxes on income is comprised as follows: Year ended December 31, 2021 2020 2019 Domestic $ 389 (966 ) $ (980 ) Foreign 23 6 19 $ 412 (960 ) $ (961 ) f. Reconciliation of the theoretical tax expense to the actual tax expense: The main reconciling items between the statutory tax rate of the Company and the effective tax rate are the non-recognition of tax benefits from accumulated net operating losses carry forward among the Company and various subsidiaries due to uncertainty of the realization of such tax benefits. g. Tax assessments: BOS-Odem, BOS-Dimex and BOS have final tax assessments through 2016. Ruby-Tech Inc., a U.S. subsidiary, has final tax assessments through 2016 have all been assessed as final. h. The Company and its subsidiaries file income tax returns in Israel and in the United States. BOS, BOS-Dimex and BOS-Odem may be subject to auditing by the Israel tax authorities for fiscal years 2016 and thereafter. Ruby-Tech Inc., a U.S. subsidiary, may be subject to auditing by the U.S. Internal Revenue Service for fiscal years 2016 and thereafter. The Company believes that it has adequately provided for any reasonably foreseeable outcome related to tax audits and settlement. The final tax outcome of the Company’s tax audits could be different from that which is reflected in the Company’s income tax provisions and accruals. Such differences could have a material effect on the Company’s income tax provision and net loss in the period in which such determination is made. i. Uncertain tax positions: As of December 31, 2021 and 2020, there is no balance of uncertain tax positions. In accordance with the Company’s accounting policy, interest expense and potential penalties related to income taxes are included in the tax expense line of the Company’s Consolidated Statements of Operations. |
Supplementary Information to St
Supplementary Information to Statements of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUPPLEMENTARY INFORMATION TO STATEMENTS OF OPERATIONS | NOTE 17:- SUPPLEMENTARY INFORMATION TO STATEMENTS OF OPERATIONS a. Financial expenses, net: Year ended December 31, 2021 2020 2019 Financial income Interest income $ - - $ - foreign currency differences gains - - 26 - - 26 Financial expenses: In respect of interest loans and bank fees (202 ) (275 ) (245 ) Expenses regarding warrants granted underlying loan agreement with YA (see Note 15) - (30 ) - Other (mainly foreign currency differences) 97 (43 ) (111 ) (105 ) (348 ) (356 ) $ (105 ) (348 ) $ (330 ) The following table sets forth the computation of basic and diluted net income per share: b. Net earnings per share: : Year ended December 31, 2021 2020 2019 1. Numerator: Income (loss) $ 451 (960 ) $ (913 ) Net income (loss) available to Ordinary shareholders $ 451 (960 ) $ (913) 2. Denominator (in thousands): Basic weighted average Ordinary shares outstanding (in thousands) 5,212 4,298 4,053 Diluted weighted average Ordinary shares outstanding (in thousands) 5,424 4,298 4,059 Basic income (loss) per share $ 0.09 (0.22 ) $ (0.23) Diluted income (loss) per share $ 0.08 (0.22 ) $ (0.23) |
Segments and Geographical Infor
Segments and Geographical Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS AND GEOGRAPHICAL INFORMATION | NOTE 18:- SEGMENTS AND GEOGRAPHICAL INFORMATION The Company manages its business in three reportable segments, consisting of the Intelligent Robotics and RFID Division segment and the Supply Chain Solutions segment. The Company’s management makes financial decisions and allocates resources, based on the information it receives from its internal management system. The Company allocates resources and assesses performance for each operating segment using information about revenues and gross profit. The Company applies ASC 280, Segment Reporting a. Revenues, gross profit and assets for the operating segments for the years 2021, 2020 and 2019 were as follows: RFID Intelligent Supply Intercompany Consolidated 2021 Revenues $ 13,192 $ 1,576 $ 19,008 $ (142 ) $ 33,634 Gross profit $ 3,338 $ (460 ) $ 3,708 $ - $ 6,586 Allocated operating expenses $ 2,300 $ 573 $ 2,497 $ - $ 5,370 Unallocated operating expenses $ 699 Operating Income $ 1,038 $ (1,033 ) $ 1,211 $ - $ 517 Financial expenses $ 105 Tax on income $ (39 ) Net Income $ 451 2020 Revenues $ 12,523 $ 2,502 $ 18,594 $ (68 ) $ 33,551 Gross profit $ 3,265 $ (871 ) $ 3,724 $ - $ 6,118 Allocated operating expenses $ 2,099 $ 641 $ 2,373 $ - $ 5,113 Impairment of goodwill and intangible assets $ 988 $ 988 Unallocated operating expenses $ 668 Operating loss $ 1,166 $ (2,500 ) $ 1,351 $ - $ (651 ) Financial expenses $ 348 Other income $ (39 ) Net Income $ (960 ) 2019 Revenues $ 13,241 $ 826 $ 19,750 $ - $ 33,817 Gross profit $ 2,906 $ 2 $ 3,750 $ - $ 6,658 Allocated operating expenses $ 2,708 $ 349 $ 2,289 $ - $ 5,346 Impairment of goodwill and intangible assets $ 970 $ 970 Unallocated operating expenses $ 973 Operating loss $ 198 $ (1,317 ) $ 1,461 $ - $ (631 ) Financial expenses $ 330 Tax on income $ (48 ) Net Income $ (913 ) b. The following presents total revenues for the years 2021, 2020 and 2019 based on the location of customers, and long-lived assets based on major geographic areas in which the Company operates: Year ended December 31, 2021 2020 2019 Total Long-lived Total Long-lived Total Long-lived revenues assets * revenues assets * revenues assets * Israel $ 25,662 1,097 24,369 $ 956 $ 23,493 $ 1,257 Far East 3,494 - 3,831 - 5,055 - India 1,701 - 2,375 - 3,624 - America 2,032 - 2,449 - 901 - Europe 555 - 527 - 744 - Rest of the world 190 - - - - - $ 33,634 1,097 33,551 $ 956 $ 33,817 $ 1,257 (*) Long-lived assets are comprised of property and equipment (intangible assets and goodwill are not included). c. There were no major customer during the reported periods. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 19:- LEASES The company has operating leases for office space, warehouses and car leases. The Company determine if a contract contains a lease at inception or modification of a contract. The leases generally do not provide an implicit interest rate, and therefore the Company’s incremental borrowing rate as the discount rate is used when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease within a particular currency environment. The Company used the incremental borrowing rates as of January 1, 2019, for operating leases that commenced prior to that date. Most of the leases contain rental escalation, renewal options and/ or termination options that are factored into the determination of lease payments as appropriate. Variable lease payment amounts that cannot be determined at the commencement of the lease are not included in the right-to-use assets or liabilities. The following table presents the lease balances within the Consolidated Balance Sheet as of December 31, 2021: Classification on the Balance Sheet Year ended Assets : Operating lease assets Operating lease right of use assets, net 944 Liabilities: current Operating lease liabilities Operating lease liabilities, current 538 Long term Operating lease liabilities Operating lease liabilities, non-current 565 Remaining Lease Term Vehicles 0.16 - 2.67 years Facilities rent 1.25-4.75 years Weighted Average Discount Rate Vehicles 3.5 % Facilities rent 3.5 % The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non cancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on our Consolidated Balance Sheet as of December 31, 2021: Future lease payments are: 2022 551 2023 304 2024 166 2025 105 2026 43 1,169 Expense under operating leases was one million for the year ended December 31, 2021. Operating lease costs are included within Operating loss in the Consolidated Statement of Operations. Short-term lease costs were not material. Supplemental cash flow information is as follows: Year ended Operating cash out flows from operating lease 159 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 20:- RELATED PARTIES Agreements with iDnext: On January 1, 2016, the Company, through its wholly owned subsidiary BOS-Dimex, consummated the acquisition of the business operations of iDnext Ltd. (“iDnext”) and its subsidiary Next-Line Ltd. (“Next-Line”). iDnext is controlled by Mr. Moti Harel, who was a member of the Company’s Board of Directors until December 12, 2017. Following the acquisition, the company entered into a management service agreement with iDnext. On February 10, 2019, the Company terminated the agreement with iDnext. Expenses incurred according to the agreement with iDnext are as follows: Year ended December 31, 2021 2020 2019 Monthly fees $ - - $ 49 Bonus - - 10 Payments for employees - - 33 Total $ - - $ 92 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21:- SUBSEQUENT EVENTS a. On March 10, 2022, the Company acquired the assets of Dagesh Inventory Counting and Maintenance Ltd, or Dagesh, which provides inventory counting services in Israel, mainly for retail stores. In consideration for the acquisition, BOS shall pay NIS 2.3 million (approximately $US 700,000), of which NIS 1.5 million was paid at the closing, NIS 700,000 shall be paid by April 2022 and NIS 100,000 shall be paid by March 2023. In addition, BOS shall pay to Dagesh by March 2023: ● An earnout payment of 3%-6% of the revenues of the acquired assets in the 12 months ending February 28, 2023, provided these revenues are in excess of NIS 2.5 million; and ● NIS 100,000 upon the retention of at least 50% of the employees of Dagesh by BOS. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Use of estimates | a. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The most significant assumptions are used with respect to the impairment analysis of goodwill and other identifiable intangible assets, revenues and the net realizable value of inventory. Actual results could differ from those estimates. | |
Financial statements in U.S. dollars | b. Financial statements in U.S. dollars: A substantial portion of the Company’s revenues and all of its subsidiaries revenues is denominated in U.S. dollars (“dollars”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the dollar. Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters | |
Principles of consolidation | c. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances, including profits from intercompany sales not yet realized outside the Company, have been eliminated upon consolidation. | |
Cash equivalents | d. Cash equivalents: Cash equivalents are short-term highly liquid investments with original maturities of less than three months from date of purchase. | |
Restricted bank deposits | e. Restricted bank deposits: Restricted bank deposits are deposits related to forward contracts with banks, guaranties to customers and custom. Restricted deposits are presented at their cost. f. Inventories: The inventory is valued at the lower of cost or net realizable value. Cost is determined using the moving average cost method. In 2021 and 2020, inventory write-down amounted to $407 and $316, respectively. Inventory write-offs and write-downs are provided to cover risks arising from slow-moving items or technological obsolescence. g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by using the straight-line method over the estimated useful lives of the assets, at the following annual rates: % Computers and software 20 - 33 (Mainly 33) Machines 7-33 Office furniture and equipment 6 - 15 (Mainly 6) Leasehold improvements Over the shorter of the period of the lease or the life of the assets Motor vehicles 15 h. Business combination: The consolidated financial statements include the operations of an acquired business from the date of the acquisition’s consummation. Acquired businesses are accounted for using the acquisition method of accounting in accordance with ASC 805, “ Business Combinations Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration incurred in a business combination is included as part of the acquisition price and recorded at a probability weighted assessment of its fair value as of the acquisition date. The fair value of the contingent consideration is re-measured at each reporting period, with any adjustments in fair value recognized in earnings. i. Impairment of long-lived assets and intangible assets subject to amortization: The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Asset Recoverability of intangible assets is measured by a comparison of the carrying amount of the asset to the undiscounted future cash flows expected to be generated by the asset. If intangible assets are considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. As of December 31, 2021 the remaining intangible assets were comprised mainly of customer relationships. For year ended on December 31, 2021, no impairment losses were identified. During the year 2020 the Company recognized an impairment loss related to intangible assets in an amount of $517. For further information, see Note 8 below. j. Goodwill: Goodwill represents excess of the costs over the net assets of businesses acquired. Under ASC 350, Intangibles - Goodwill and Other (“ASC 350”), goodwill is not amortized but instead is tested for impairment at least annually or between annual tests in certain circumstances, and written-down when impaired. The Company performs its annual impairment analysis of goodwill as of December 31 of each year, or more often if indicators of impairment are present. The provisions of ASC 350 require that the impairment test be performed on goodwill at the level of the reporting unit. As required by ASC 350, the Company chooses either to perform a qualitative assessment whether a goodwill impairment test is necessary or proceeds directly to the goodwill impairment test. Such determination is made for each reporting unit on a stand-alone basis. The qualitative assessment includes various factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, earnings multiples, gross margin and cash flows from operating activities and other relevant factors. When the Company chooses to perform a qualitative assessment and determines that it is more likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than its carrying value, then the Company proceeds to the goodwill impairment test. If the Company determines otherwise, no further evaluation is necessary. With respect to goodwill impairment tests performed before the adoption of ASU 2017-04, when the Company decided or was required to perform the two-step goodwill impairment test, in the first step, or “Step 1”, the Company compared the fair value of each reporting unit to its carrying value. If the fair value exceeded the carrying value of the net assets, goodwill was considered not to be impaired, and the Company was not required to perform further testing. If the carrying value of the net assets exceeded the fair value, then the Company was required to perform the second step, or “Step 2”, of the impairment test in order to determine the implied fair value of goodwill. In such circumstances, an impairment loss was recorded for the excess, if any, of the carrying value of the goodwill allocated to the reporting unit over its implied fair value. To determine the fair value used in Step 1, the Company uses discounted cash flows. If and when the Company is required to perform a Step 2 analysis, determining the fair value of its net assets and its off-balance sheet intangibles would require it to make judgments that involve the use of significant estimates and assumptions. Commencing, upon the adoption of ASU 2017-04 (which eliminated Step 2 from the goodwill impairment), for goodwill impairment tests performed in fiscal years beginning after December 15, 2019 when the Company decides or is required to perform the goodwill impairment test, the Company compares the fair value of the reporting unit to its carrying value and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. The Company operates in three operating-based segments: the Intelligent Robotics division, the RFID division and the Supply Chain Solutions division. The Company’s goodwill was related to two different reporting units: the RFID division segment and the Intelligent Robotics, each of which represents a whole separate reporting unit. As of December 31, 2021 there is a balance of goodwill related only to the RFID Division, as described below: RFID Division: Under the RFID Division segment there is one reporting unit with an allocated goodwill amount of approximately $ 4.7 thousand. The Company performed an impairment analysis as of December 31, 2021 and 2020, using the income approach and concluded that the fair value of such reporting unit exceeds its carrying value and accordingly the analysis did not result in an impairment loss of goodwill with respect to such unit. The most significant assumptions used for the income approach for the 2021 impairment test were four years of projected net cash flows, estimated weighted average cost of capital and a long-term growth rate. Intelligent Robotics Division: Under the Intelligent Robotics segment (which comprises of the Imdecol business acquired in 2019, see Note 3) there is one reporting unit with an allocated goodwill amount of approximately $ 471 (before the impairment loss recorded in the year ended December 31,2020). The Company performed an impairment analysis as of December 31, 2020, using the income approach and concluded that the carrying value of such reporting unit exceeds its fair value. The analysis resulted in an impairment loss of the entire balance goodwill with respect to such unit in an amount of $471. The most significant assumptions used for the income approach for the 2020 impairment test were five years of projected net cash flows, estimated weighted average cost of capital and a long-term growth rate. As of December 31,2021 there was no balance of goodwill allocated to such reporting unit. See also Note 8. k. Severance pay: The Company’s liability for severance pay for its Israeli employees is calculated pursuant to the Israeli Severance Pay Law - 1963 (the “Israeli Severance Pay Law”), based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date. Employees employed for a period of more than one year are entitled to one month’s salary for each year of employment or a portion thereof. The Company’s liability for its Israeli employees is mostly covered by insurance or pension policies designed solely for distributing severance pay. Most of the Company’s employees are subject to Section 14 of the Israeli Severance Pay Law. The Company’s contributions towards severance pay, for Israeli employees subject to this section, have replaced its severance obligation. Upon contribution of the full amount of the employee’s monthly salary for each year of service, no additional calculations are conducted between the parties regarding the matter of severance pay and no additional payments are required to be made by the Company to the employee in respect of severance pay. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheet, as the Company is legally released from the obligation to employees once the deposit amounts have been paid. Severance expenses for years 2021, 2020 and 2019 amounted to $267, $379 and $ 315 l. Revenue recognition: Commencing January 1, 2018, the Company applied ASC Topic 606, Revenue from Contracts with Customers In accordance with ASC 606, the Company determines revenue recognition through the following five steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. A contract with a customer exists when all of the following criteria are met: the parties to the contract have approved it (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”), the Company can determine the transaction price for the goods or services to be transferred, the contract has commercial substance and it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only if it is not considered constrained (i.e. it is considered probable that a significant reversal in the amount of cumulative revenue recognized will not occur). Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. A product is transferred when, or as, the customer obtains control of that product, and a service is considered transferred as the services are received and used by the customers. The Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time, if any of the following criteria is met: a. The customer simultaneously receives and consumes the benefits provided by the Company’s performance as the company performs, b. The Company’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced, or c. The Company’s performance does not create an asset with an alternative use and the Company has an enforceable right to payment for performance completed to date. If none of the above criteria for satisfying a performance obligation over time are met, the performance obligation is considered as satisfied at a point in time (such as upon shipment of a completed robotics and automation project). Revenues are recorded in the amount of consideration to which the Company expects to be entitled in exchange for performance obligations upon transfer of control to the customer. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. With respect to contracts that contain multiple performance obligations such as different products or products and services the Company performs an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. The Company records revenues net of any value added or sales tax. In accordance with ASC 606, the Company’s revenues are recognized as follows: 1. The Company generates its revenues primarily from the direct sale to customers of products such as electro mechanical components and Automatic Identification Data Capture hardware manufactured by third parties. Revenues from sales of products are recognized at the point of time when the control of the product is transferred on to the customer, mostly upon delivery to the customer, either at the Company’s premises, to the customer’s carrier or to the customer’s premises, as applicable to each contract. 2. Revenues from service contracts are recognized over the contract’s period (for time-based services) or based on the amount of work performed (for on-site inventory count and similar services). Renewals of service support contracts create new performance obligations that are satisfied over the term with the revenues recognized ratably over the renewal period. 3. For arrangements that involve the delivery or performance of multiple products or products sold with service contracts, the Company analyzes whether the goods or services that were promised to the customer are distinct. A good or service promised to a customer is considered ‘distinct’ if both of the following criteria are met: a. The customer can benefit from the goods or service, either on its own (i.e. without any professional services, updates or technical support) or together with other resources that are readily available to the customer; and, b. The Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. Revenues from service contracts sold to customers within a single contractually binding arrangement together with products, were determined to be distinct and therefore, are accounted for revenue recognition purposes, as a separate performance obligation. Accordingly, the amount attributed to the service contract is deferred and recognized over time, on a straight-line basis over the contract’s period, as the services are mostly time-based support services. Revenues from a robotics and automation project are recognized at a point in time and upon shipment of the completed project, as the control of such project is not eligible to be considered as transferred over time. Robotics and automation project’s costs include direct material, labor, and indirect costs. Selling, marketing, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. 4. Deferred revenues include unearned amounts received from customers but not yet recognized as revenues. m. Income taxes: The Company and its subsidiaries account for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its subsidiaries provide a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely than not to be realized. Interest expense and potential penalties related to income taxes are included in the tax expense line of the Company’s Consolidated Statements of Operations. The Company implements a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with ASC 740. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. n. Concentrations of credit risk and allowance for doubtful accounts: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, bank deposits, trade receivables, other accounts receivable and foreign currency derivative contracts. The trade receivables of the Company are derived from sales to customers located primarily in Israel, the Far East, Europe and America. The Company generally does not require collateral however a part of the Company’s customers outside of Israel are insured against customer nonpayment, through the Israeli Credit Insurance Company Ltd. In certain circumstances, the Company may require letters of credit, other collateral, additional guarantees or advanced payments. An allowance for doubtful accounts is determined with respect to specific debts that are doubtful of collection, in order to reflect the expected credit losses on accounts receivable balances. Judgment is required in the estimation of the allowance for doubtful accounts and the Company evaluates the collectability of its accounts receivable based on a combination of factors including, among other things, the past experience with the customers, the length of time that the balance is past due using an aging schedule, the customer’s current ability to pay and its creditworthiness using all available information about the credit risk of such customer taking into consideration the current business environment. If the Company becomes aware of a customer’s inability to meet its financial obligations, a specific allowance is recorded to reduce the net receivable to the amount reasonably believed to be collectible from such customer. Accounts receivable are written off against the allowance for uncollectible accounts when the Company determines amounts are no longer collectible. The expenses (income) related to the allowance for doubtful accounts for the years ended December 31, 2021, 2020 and 2019 is $21, $16 and $1, respectively. o. Contingencies: The Company and its subsidiaries are involved in certain legal proceedings that arise from time to time in the ordinary course of their business and in connection with certain agreements with third parties. Except for income tax contingencies, the Company records accruals for contingencies to the extent that the management concludes that the occurrence is probable and that the related liabilities are estimable. Legal expenses associated with contingencies are expensed as incurred. p. Derivative financial instruments: ASC 815, “Derivatives and Hedging” Recognize the entire changes in fair value of the derivative instruments designated for hedging purposes that were determined as qualifying for hedging purposes (including the ineffective components of the hedging relationship) as a component of OCI, net of tax., such amounts are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Other derivatives which do not qualify for hedge accounting, or which have not been designated as hedging instruments, are recognized in the balance sheet at their fair value, with changes in the fair value carried to the statements of income as incurred in financing income (expenses), net. See Note 11 for disclosure of the derivative financial instruments in accordance with ASC 815. q. Basic and diluted net income per share: Basic net income per share is calculated based on the weighted average number of Ordinary Shares outstanding during each year. Diluted net income per share is calculated based on the weighted average number of Ordinary Shares outstanding during each year, plus the potential dilution to Ordinary Shares considered outstanding during the year, in accordance with ASC 260, Earning per Share The total number of Ordinary Shares related to outstanding options and warrants that was excluded from the calculations of diluted net earnings per share, since they were determined to have an anti-dilutive effect, was 40,000, 479 r. Accounting for share-based compensation: The Company accounts for equity-based compensation in accordance with ASC 718, Stock Compensation ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures. The Company considers many factors when estimating forfeitures, including employee class and historical experience. Commencing January 1, 2019, following the adoption of ASU 2018-07, which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees (with certain exceptions), share-based payments to non-employees are accounted for in accordance with ASC 718. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the date of grant, equal to the expected option terms. The expected option term represents the period that the Company’s stock options are expected to be outstanding and was determined based on the simplified method permitted by the SEC’s Staff Accounting Bulletin (“SAB”) No.107 and extended by SAB 110 as the average of the vesting period and the contractual term. The Company currently uses the simplified method as adequate historical experience is not available to provide a reasonable estimate. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The fair value for options granted in years 2021, 2020 and 2019 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Year ended December 31, 2021 2020 2019 Risk-free interest 0.84 % 0.51 % 1.52 % Dividend yields 0 0 0 Volatility 48 % 45 % 55 % Expected option term 3.5 years 3.5 years 3.5 years s. Fair value of measurements: The Company measures fair value and discloses fair value measurements for financial assets and liabilities. The Company also measures certain non-financial assets, consisting mainly of certain reporting units that include goodwill and intangible assets at fair value on a nonrecurring basis. These items are adjusted to fair value when they are considered to be impaired (see Note 8). As of December 31, 2021 the Company measured the fair value of reporting unit goodwill at a total carrying amount of US $ 4.67 The Company applies ASC 820, “ Fair Value Measurements and Disclosures” In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that the Company assumes market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The carrying amounts of cash and cash equivalents, restricted cash, restricted bank deposits, other accounts receivable, trade payables, and other accounts payable and accrued expenses approximate their fair values due to the short-term maturities of such instruments. t. Research and development costs: Research and development costs (other than computer software related expenses) are expensed as incurred. u. Reclassification: Certain comparative figures have been reclassified to conform to the current year presentation. Such reclassifications did not have any significant impact on the Company’s equity, net income or cash flows. v. Leases: The Company entered into several non-cancelable lease agreements for real estate (mainly offices, warehouses and base sites), and vehicles for use in its operations, which are classified as operating leases. Commencing January 1, 2019, the Company adopted ASC Update 2016-02, Leases (Topic 842). The Company used the effective date as the date of initial application. Consequently, the effect of the adoption was reflected through a cumulative-effect adjustment. Financial information for comparative periods was not required to be updated and the disclosures required under the new standard were provided for dates and periods before January 1, 2019. In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Under the ASC 842, arrangements meeting the definition of a lease are classified as operating or financing leases. A classification of a lease is determined based on the following criteria: 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset (Generally, 75% or more of the remaining economic life of the underlying assets). 4. The present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset (Generally, 90% or more of the fair value of the underlying asset). | |
Inventories | f. Inventories: The inventory is valued at the lower of cost or net realizable value. Cost is determined using the moving average cost method. In 2021 and 2020, inventory write-down amounted to $407 and $316, respectively. Inventory write-offs and write-downs are provided to cover risks arising from slow-moving items or technological obsolescence. | |
Property and equipment, net | g. Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by using the straight-line method over the estimated useful lives of the assets, at the following annual rates: | |
Business combination | h. Business combination: The consolidated financial statements include the operations of an acquired business from the date of the acquisition’s consummation. Acquired businesses are accounted for using the acquisition method of accounting in accordance with ASC 805, “ Business Combinations Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration incurred in a business combination is included as part of the acquisition price and recorded at a probability weighted assessment of its fair value as of the acquisition date. The fair value of the contingent consideration is re-measured at each reporting period, with any adjustments in fair value recognized in earnings. | |
Impairment of long-lived assets and intangible assets subject to amortization | i. Impairment of long-lived assets and intangible assets subject to amortization: The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Asset Recoverability of intangible assets is measured by a comparison of the carrying amount of the asset to the undiscounted future cash flows expected to be generated by the asset. If intangible assets are considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets. Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. As of December 31, 2021 the remaining intangible assets were comprised mainly of customer relationships. For year ended on December 31, 2021, no impairment losses were identified. During the year 2020 the Company recognized an impairment loss related to intangible assets in an amount of $517. For further information, see Note 8 below. | |
Goodwill | j. Goodwill: Goodwill represents excess of the costs over the net assets of businesses acquired. Under ASC 350, Intangibles - Goodwill and Other (“ASC 350”), goodwill is not amortized but instead is tested for impairment at least annually or between annual tests in certain circumstances, and written-down when impaired. The Company performs its annual impairment analysis of goodwill as of December 31 of each year, or more often if indicators of impairment are present. The provisions of ASC 350 require that the impairment test be performed on goodwill at the level of the reporting unit. As required by ASC 350, the Company chooses either to perform a qualitative assessment whether a goodwill impairment test is necessary or proceeds directly to the goodwill impairment test. Such determination is made for each reporting unit on a stand-alone basis. The qualitative assessment includes various factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, earnings multiples, gross margin and cash flows from operating activities and other relevant factors. When the Company chooses to perform a qualitative assessment and determines that it is more likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than its carrying value, then the Company proceeds to the goodwill impairment test. If the Company determines otherwise, no further evaluation is necessary. With respect to goodwill impairment tests performed before the adoption of ASU 2017-04, when the Company decided or was required to perform the two-step goodwill impairment test, in the first step, or “Step 1”, the Company compared the fair value of each reporting unit to its carrying value. If the fair value exceeded the carrying value of the net assets, goodwill was considered not to be impaired, and the Company was not required to perform further testing. If the carrying value of the net assets exceeded the fair value, then the Company was required to perform the second step, or “Step 2”, of the impairment test in order to determine the implied fair value of goodwill. In such circumstances, an impairment loss was recorded for the excess, if any, of the carrying value of the goodwill allocated to the reporting unit over its implied fair value. To determine the fair value used in Step 1, the Company uses discounted cash flows. If and when the Company is required to perform a Step 2 analysis, determining the fair value of its net assets and its off-balance sheet intangibles would require it to make judgments that involve the use of significant estimates and assumptions. Commencing, upon the adoption of ASU 2017-04 (which eliminated Step 2 from the goodwill impairment), for goodwill impairment tests performed in fiscal years beginning after December 15, 2019 when the Company decides or is required to perform the goodwill impairment test, the Company compares the fair value of the reporting unit to its carrying value and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. The Company operates in three operating-based segments: the Intelligent Robotics division, the RFID division and the Supply Chain Solutions division. The Company’s goodwill was related to two different reporting units: the RFID division segment and the Intelligent Robotics, each of which represents a whole separate reporting unit. As of December 31, 2021 there is a balance of goodwill related only to the RFID Division, as described below: RFID Division: Under the RFID Division segment there is one reporting unit with an allocated goodwill amount of approximately $ 4.7 thousand. The Company performed an impairment analysis as of December 31, 2021 and 2020, using the income approach and concluded that the fair value of such reporting unit exceeds its carrying value and accordingly the analysis did not result in an impairment loss of goodwill with respect to such unit. The most significant assumptions used for the income approach for the 2021 impairment test were four years of projected net cash flows, estimated weighted average cost of capital and a long-term growth rate. Intelligent Robotics Division: Under the Intelligent Robotics segment (which comprises of the Imdecol business acquired in 2019, see Note 3) there is one reporting unit with an allocated goodwill amount of approximately $ 471 (before the impairment loss recorded in the year ended December 31,2020). The Company performed an impairment analysis as of December 31, 2020, using the income approach and concluded that the carrying value of such reporting unit exceeds its fair value. The analysis resulted in an impairment loss of the entire balance goodwill with respect to such unit in an amount of $471. The most significant assumptions used for the income approach for the 2020 impairment test were five years of projected net cash flows, estimated weighted average cost of capital and a long-term growth rate. As of December 31,2021 there was no balance of goodwill allocated to such reporting unit. See also Note 8. | |
Severance pay | k. Severance pay: The Company’s liability for severance pay for its Israeli employees is calculated pursuant to the Israeli Severance Pay Law - 1963 (the “Israeli Severance Pay Law”), based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date. Employees employed for a period of more than one year are entitled to one month’s salary for each year of employment or a portion thereof. The Company’s liability for its Israeli employees is mostly covered by insurance or pension policies designed solely for distributing severance pay. Most of the Company’s employees are subject to Section 14 of the Israeli Severance Pay Law. The Company’s contributions towards severance pay, for Israeli employees subject to this section, have replaced its severance obligation. Upon contribution of the full amount of the employee’s monthly salary for each year of service, no additional calculations are conducted between the parties regarding the matter of severance pay and no additional payments are required to be made by the Company to the employee in respect of severance pay. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheet, as the Company is legally released from the obligation to employees once the deposit amounts have been paid. Severance expenses for years 2021, 2020 and 2019 amounted to $267, $379 and $ 315 | |
Revenue recognition | l. Revenue recognition: Commencing January 1, 2018, the Company applied ASC Topic 606, Revenue from Contracts with Customers In accordance with ASC 606, the Company determines revenue recognition through the following five steps: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when, or as, the Company satisfies a performance obligation. A contract with a customer exists when all of the following criteria are met: the parties to the contract have approved it (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations, the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”), the Company can determine the transaction price for the goods or services to be transferred, the contract has commercial substance and it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only if it is not considered constrained (i.e. it is considered probable that a significant reversal in the amount of cumulative revenue recognized will not occur). Revenue is recognized when, or as, the Company satisfies a performance obligation by transferring a promised good or service to a customer. A product is transferred when, or as, the customer obtains control of that product, and a service is considered transferred as the services are received and used by the customers. The Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time, if any of the following criteria is met: a. The customer simultaneously receives and consumes the benefits provided by the Company’s performance as the company performs, b. The Company’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced, or c. The Company’s performance does not create an asset with an alternative use and the Company has an enforceable right to payment for performance completed to date. If none of the above criteria for satisfying a performance obligation over time are met, the performance obligation is considered as satisfied at a point in time (such as upon shipment of a completed robotics and automation project). Revenues are recorded in the amount of consideration to which the Company expects to be entitled in exchange for performance obligations upon transfer of control to the customer. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. With respect to contracts that contain multiple performance obligations such as different products or products and services the Company performs an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. The Company records revenues net of any value added or sales tax. In accordance with ASC 606, the Company’s revenues are recognized as follows: 1. The Company generates its revenues primarily from the direct sale to customers of products such as electro mechanical components and Automatic Identification Data Capture hardware manufactured by third parties. Revenues from sales of products are recognized at the point of time when the control of the product is transferred on to the customer, mostly upon delivery to the customer, either at the Company’s premises, to the customer’s carrier or to the customer’s premises, as applicable to each contract. 2. Revenues from service contracts are recognized over the contract’s period (for time-based services) or based on the amount of work performed (for on-site inventory count and similar services). Renewals of service support contracts create new performance obligations that are satisfied over the term with the revenues recognized ratably over the renewal period. 3. For arrangements that involve the delivery or performance of multiple products or products sold with service contracts, the Company analyzes whether the goods or services that were promised to the customer are distinct. A good or service promised to a customer is considered ‘distinct’ if both of the following criteria are met: a. The customer can benefit from the goods or service, either on its own (i.e. without any professional services, updates or technical support) or together with other resources that are readily available to the customer; and, b. The Company’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract. Revenues from service contracts sold to customers within a single contractually binding arrangement together with products, were determined to be distinct and therefore, are accounted for revenue recognition purposes, as a separate performance obligation. Accordingly, the amount attributed to the service contract is deferred and recognized over time, on a straight-line basis over the contract’s period, as the services are mostly time-based support services. Revenues from a robotics and automation project are recognized at a point in time and upon shipment of the completed project, as the control of such project is not eligible to be considered as transferred over time. Robotics and automation project’s costs include direct material, labor, and indirect costs. Selling, marketing, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. 4. Deferred revenues include unearned amounts received from customers but not yet recognized as revenues. m. Income taxes: The Company and its subsidiaries account for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its subsidiaries provide a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely than not to be realized. Interest expense and potential penalties related to income taxes are included in the tax expense line of the Company’s Consolidated Statements of Operations. The Company implements a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with ASC 740. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. n. Concentrations of credit risk and allowance for doubtful accounts: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, bank deposits, trade receivables, other accounts receivable and foreign currency derivative contracts. The trade receivables of the Company are derived from sales to customers located primarily in Israel, the Far East, Europe and America. The Company generally does not require collateral however a part of the Company’s customers outside of Israel are insured against customer nonpayment, through the Israeli Credit Insurance Company Ltd. In certain circumstances, the Company may require letters of credit, other collateral, additional guarantees or advanced payments. An allowance for doubtful accounts is determined with respect to specific debts that are doubtful of collection, in order to reflect the expected credit losses on accounts receivable balances. Judgment is required in the estimation of the allowance for doubtful accounts and the Company evaluates the collectability of its accounts receivable based on a combination of factors including, among other things, the past experience with the customers, the length of time that the balance is past due using an aging schedule, the customer’s current ability to pay and its creditworthiness using all available information about the credit risk of such customer taking into consideration the current business environment. If the Company becomes aware of a customer’s inability to meet its financial obligations, a specific allowance is recorded to reduce the net receivable to the amount reasonably believed to be collectible from such customer. Accounts receivable are written off against the allowance for uncollectible accounts when the Company determines amounts are no longer collectible. The expenses (income) related to the allowance for doubtful accounts for the years ended December 31, 2021, 2020 and 2019 is $21, $16 and $1, respectively. o. Contingencies: The Company and its subsidiaries are involved in certain legal proceedings that arise from time to time in the ordinary course of their business and in connection with certain agreements with third parties. Except for income tax contingencies, the Company records accruals for contingencies to the extent that the management concludes that the occurrence is probable and that the related liabilities are estimable. Legal expenses associated with contingencies are expensed as incurred. p. Derivative financial instruments: ASC 815, “Derivatives and Hedging” Recognize the entire changes in fair value of the derivative instruments designated for hedging purposes that were determined as qualifying for hedging purposes (including the ineffective components of the hedging relationship) as a component of OCI, net of tax., such amounts are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Other derivatives which do not qualify for hedge accounting, or which have not been designated as hedging instruments, are recognized in the balance sheet at their fair value, with changes in the fair value carried to the statements of income as incurred in financing income (expenses), net. See Note 11 for disclosure of the derivative financial instruments in accordance with ASC 815. q. Basic and diluted net income per share: Basic net income per share is calculated based on the weighted average number of Ordinary Shares outstanding during each year. Diluted net income per share is calculated based on the weighted average number of Ordinary Shares outstanding during each year, plus the potential dilution to Ordinary Shares considered outstanding during the year, in accordance with ASC 260, Earning per Share The total number of Ordinary Shares related to outstanding options and warrants that was excluded from the calculations of diluted net earnings per share, since they were determined to have an anti-dilutive effect, was 40,000, 479 r. Accounting for share-based compensation: The Company accounts for equity-based compensation in accordance with ASC 718, Stock Compensation ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures. The Company considers many factors when estimating forfeitures, including employee class and historical experience. Commencing January 1, 2019, following the adoption of ASU 2018-07, which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees (with certain exceptions), share-based payments to non-employees are accounted for in accordance with ASC 718. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the date of grant, equal to the expected option terms. The expected option term represents the period that the Company’s stock options are expected to be outstanding and was determined based on the simplified method permitted by the SEC’s Staff Accounting Bulletin (“SAB”) No.107 and extended by SAB 110 as the average of the vesting period and the contractual term. The Company currently uses the simplified method as adequate historical experience is not available to provide a reasonable estimate. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The fair value for options granted in years 2021, 2020 and 2019 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Year ended December 31, 2021 2020 2019 Risk-free interest 0.84 % 0.51 % 1.52 % Dividend yields 0 0 0 Volatility 48 % 45 % 55 % Expected option term 3.5 years 3.5 years 3.5 years s. Fair value of measurements: The Company measures fair value and discloses fair value measurements for financial assets and liabilities. The Company also measures certain non-financial assets, consisting mainly of certain reporting units that include goodwill and intangible assets at fair value on a nonrecurring basis. These items are adjusted to fair value when they are considered to be impaired (see Note 8). As of December 31, 2021 the Company measured the fair value of reporting unit goodwill at a total carrying amount of US $ 4.67 The Company applies ASC 820, “ Fair Value Measurements and Disclosures” In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that the Company assumes market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The carrying amounts of cash and cash equivalents, restricted cash, restricted bank deposits, other accounts receivable, trade payables, and other accounts payable and accrued expenses approximate their fair values due to the short-term maturities of such instruments. t. Research and development costs: Research and development costs (other than computer software related expenses) are expensed as incurred. u. Reclassification: Certain comparative figures have been reclassified to conform to the current year presentation. Such reclassifications did not have any significant impact on the Company’s equity, net income or cash flows. v. Leases: The Company entered into several non-cancelable lease agreements for real estate (mainly offices, warehouses and base sites), and vehicles for use in its operations, which are classified as operating leases. Commencing January 1, 2019, the Company adopted ASC Update 2016-02, Leases (Topic 842). The Company used the effective date as the date of initial application. Consequently, the effect of the adoption was reflected through a cumulative-effect adjustment. Financial information for comparative periods was not required to be updated and the disclosures required under the new standard were provided for dates and periods before January 1, 2019. In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Under the ASC 842, arrangements meeting the definition of a lease are classified as operating or financing leases. A classification of a lease is determined based on the following criteria: 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset (Generally, 75% or more of the remaining economic life of the underlying assets). 4. The present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset (Generally, 90% or more of the fair value of the underlying asset). | |
Income taxes | m. Income taxes: The Company and its subsidiaries account for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its subsidiaries provide a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely than not to be realized. Interest expense and potential penalties related to income taxes are included in the tax expense line of the Company’s Consolidated Statements of Operations. The Company implements a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with ASC 740. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. | |
Concentrations of credit risk and allowance for doubtful accounts | n. Concentrations of credit risk and allowance for doubtful accounts: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, bank deposits, trade receivables, other accounts receivable and foreign currency derivative contracts. The trade receivables of the Company are derived from sales to customers located primarily in Israel, the Far East, Europe and America. The Company generally does not require collateral however a part of the Company’s customers outside of Israel are insured against customer nonpayment, through the Israeli Credit Insurance Company Ltd. In certain circumstances, the Company may require letters of credit, other collateral, additional guarantees or advanced payments. An allowance for doubtful accounts is determined with respect to specific debts that are doubtful of collection, in order to reflect the expected credit losses on accounts receivable balances. Judgment is required in the estimation of the allowance for doubtful accounts and the Company evaluates the collectability of its accounts receivable based on a combination of factors including, among other things, the past experience with the customers, the length of time that the balance is past due using an aging schedule, the customer’s current ability to pay and its creditworthiness using all available information about the credit risk of such customer taking into consideration the current business environment. If the Company becomes aware of a customer’s inability to meet its financial obligations, a specific allowance is recorded to reduce the net receivable to the amount reasonably believed to be collectible from such customer. Accounts receivable are written off against the allowance for uncollectible accounts when the Company determines amounts are no longer collectible. The expenses (income) related to the allowance for doubtful accounts for the years ended December 31, 2021, 2020 and 2019 is $21, $16 and $1, respectively. | |
Contingencies | o. Contingencies: The Company and its subsidiaries are involved in certain legal proceedings that arise from time to time in the ordinary course of their business and in connection with certain agreements with third parties. Except for income tax contingencies, the Company records accruals for contingencies to the extent that the management concludes that the occurrence is probable and that the related liabilities are estimable. Legal expenses associated with contingencies are expensed as incurred. | |
Derivative financial instruments | p. Derivative financial instruments: ASC 815, “Derivatives and Hedging” Recognize the entire changes in fair value of the derivative instruments designated for hedging purposes that were determined as qualifying for hedging purposes (including the ineffective components of the hedging relationship) as a component of OCI, net of tax., such amounts are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Other derivatives which do not qualify for hedge accounting, or which have not been designated as hedging instruments, are recognized in the balance sheet at their fair value, with changes in the fair value carried to the statements of income as incurred in financing income (expenses), net. See Note 11 for disclosure of the derivative financial instruments in accordance with ASC 815. q. Basic and diluted net income per share: Basic net income per share is calculated based on the weighted average number of Ordinary Shares outstanding during each year. Diluted net income per share is calculated based on the weighted average number of Ordinary Shares outstanding during each year, plus the potential dilution to Ordinary Shares considered outstanding during the year, in accordance with ASC 260, Earning per Share The total number of Ordinary Shares related to outstanding options and warrants that was excluded from the calculations of diluted net earnings per share, since they were determined to have an anti-dilutive effect, was 40,000, 479 r. Accounting for share-based compensation: The Company accounts for equity-based compensation in accordance with ASC 718, Stock Compensation ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures. The Company considers many factors when estimating forfeitures, including employee class and historical experience. Commencing January 1, 2019, following the adoption of ASU 2018-07, which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees (with certain exceptions), share-based payments to non-employees are accounted for in accordance with ASC 718. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the date of grant, equal to the expected option terms. The expected option term represents the period that the Company’s stock options are expected to be outstanding and was determined based on the simplified method permitted by the SEC’s Staff Accounting Bulletin (“SAB”) No.107 and extended by SAB 110 as the average of the vesting period and the contractual term. The Company currently uses the simplified method as adequate historical experience is not available to provide a reasonable estimate. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The fair value for options granted in years 2021, 2020 and 2019 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Year ended December 31, 2021 2020 2019 Risk-free interest 0.84 % 0.51 % 1.52 % Dividend yields 0 0 0 Volatility 48 % 45 % 55 % Expected option term 3.5 years 3.5 years 3.5 years s. Fair value of measurements: The Company measures fair value and discloses fair value measurements for financial assets and liabilities. The Company also measures certain non-financial assets, consisting mainly of certain reporting units that include goodwill and intangible assets at fair value on a nonrecurring basis. These items are adjusted to fair value when they are considered to be impaired (see Note 8). As of December 31, 2021 the Company measured the fair value of reporting unit goodwill at a total carrying amount of US $ 4.67 Fair Value Measurements and Disclosures” | |
Basic and diluted net income per share | q. Basic and diluted net income per share: Basic net income per share is calculated based on the weighted average number of Ordinary Shares outstanding during each year. Diluted net income per share is calculated based on the weighted average number of Ordinary Shares outstanding during each year, plus the potential dilution to Ordinary Shares considered outstanding during the year, in accordance with ASC 260, Earning per Share The total number of Ordinary Shares related to outstanding options and warrants that was excluded from the calculations of diluted net earnings per share, since they were determined to have an anti-dilutive effect, was 40,000, 479 | |
Accounting for share-based compensation | r. Accounting for share-based compensation: The Company accounts for equity-based compensation in accordance with ASC 718, Stock Compensation ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-vesting forfeitures. The Company considers many factors when estimating forfeitures, including employee class and historical experience. Commencing January 1, 2019, following the adoption of ASU 2018-07, which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees (with certain exceptions), share-based payments to non-employees are accounted for in accordance with ASC 718. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements over the most recent periods ending on the date of grant, equal to the expected option terms. The expected option term represents the period that the Company’s stock options are expected to be outstanding and was determined based on the simplified method permitted by the SEC’s Staff Accounting Bulletin (“SAB”) No.107 and extended by SAB 110 as the average of the vesting period and the contractual term. The Company currently uses the simplified method as adequate historical experience is not available to provide a reasonable estimate. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The fair value for options granted in years 2021, 2020 and 2019 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: | |
Fair value of measurements | s. Fair value of measurements: The Company measures fair value and discloses fair value measurements for financial assets and liabilities. The Company also measures certain non-financial assets, consisting mainly of certain reporting units that include goodwill and intangible assets at fair value on a nonrecurring basis. These items are adjusted to fair value when they are considered to be impaired (see Note 8). As of December 31, 2021 the Company measured the fair value of reporting unit goodwill at a total carrying amount of US $ 4.67 The Company applies ASC 820, “ Fair Value Measurements and Disclosures” In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that the Company assumes market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The carrying amounts of cash and cash equivalents, restricted cash, restricted bank deposits, other accounts receivable, trade payables, and other accounts payable and accrued expenses approximate their fair values due to the short-term maturities of such instruments. | |
Research and development costs | t. Research and development costs: Research and development costs (other than computer software related expenses) are expensed as incurred. | |
Reclassification | u. Reclassification: Certain comparative figures have been reclassified to conform to the current year presentation. Such reclassifications did not have any significant impact on the Company’s equity, net income or cash flows. | |
Leases | v. Leases: The Company entered into several non-cancelable lease agreements for real estate (mainly offices, warehouses and base sites), and vehicles for use in its operations, which are classified as operating leases. Commencing January 1, 2019, the Company adopted ASC Update 2016-02, Leases (Topic 842). The Company used the effective date as the date of initial application. Consequently, the effect of the adoption was reflected through a cumulative-effect adjustment. Financial information for comparative periods was not required to be updated and the disclosures required under the new standard were provided for dates and periods before January 1, 2019. In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Under the ASC 842, arrangements meeting the definition of a lease are classified as operating or financing leases. A classification of a lease is determined based on the following criteria: 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset (Generally, 75% or more of the remaining economic life of the underlying assets). 4. The present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset (Generally, 90% or more of the fair value of the underlying asset). 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. If any of these five criteria is met, the lease is classified as a finance lease. Otherwise, the lease is classified as an operating lease. Leases are recorded on the consolidated balance sheet as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. Variable lease expenses if any, are recorded when incurred. The Company also elected the short-term lease recognition exemption for all leases that qualify (leases with a term shorter than 12 months). For those leases, right-of-use assets or lease liabilities are not recognized and rent expense is recognized on a straight-line basis over the lease term. The Company had no material finance leases throughout the reporting periods. | |
Accounting pronouncements adopted during the reported period | w. Accounting pronouncements adopted during the reported period: Accounting Standards Update 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” The adoption of ASU 2017-04 impacted the goodwill impairment test that was performed as of December 31, 2021. For further information see Note 8. Accounting Standards Update 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In June 2016, The FASB has issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today are still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The Company intends to continue to actively monitor the impact of COVID-19 pandemic on expected credit losses, if any. | |
Accounting pronouncements not yet adopted | x. Accounting pronouncements not yet adopted: Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) In December 2019, The FASB has issued Accounting Standards Update (ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions (such as (1) the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or a gain from other items; (2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year) and by updating accounting requirements around certain other topics such as franchise taxes, goodwill recognized for tax purposes, the allocation of current and deferred tax expense among legal entities, and other minor changes. The Company adopted ASU 2019-12 in January 1, 2021. However, the adoption did not have a significant effect on the consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of straight-line method over the estimated useful lives of the assets | % Computers and software 20 - 33 (Mainly 33) Machines 7-33 Office furniture and equipment 6 - 15 (Mainly 6) Leasehold improvements Over the shorter of the period of the lease or the life of the assets Motor vehicles 15 |
Schedule of weighted average assumptions used in fair value for options granted | Year ended December 31, 2021 2020 2019 Risk-free interest 0.84 % 0.51 % 1.52 % Dividend yields 0 0 0 Volatility 48 % 45 % 55 % Expected option term 3.5 years 3.5 years 3.5 years |
Acquisition of Business (Tables
Acquisition of Business (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of purchase price allocation | June 01, 2019 Cash paid 1,895 Contingent Consideration (1) - Total acquisition price $ 1,895 Recognized amounts of identifiable assets acquired: Intangible assets, net (2) 953 Property and equipment, net 91 Inventory 380 Loss Contracts (3) (614 ) Net assets acquired 810 Goodwill (4) 1,085 (1) The Company measured the fair value of the Contingent Consideration upon the completion of the acquisition (June 2019) at Zero. The performance of the acquired business up to August 2020 has not met the profitability goals for contingent payment. Accordingly, no Contingent Consideration was required to be paid. (2) The fair value adjustment estimate of identifiable intangible assets were determined using the “income approach”, which is a valuation technique that estimates the fair value of an assets based on market participants’ expectations of the cash flow an assets would generate over its remaining useful life. (3) Loss contracts - management identified certain contracts of the acquired operations of Imdecol as loss contracts as it was determined that the unavoidable costs of meeting the obligations assumed under such contracts (i.e. the expected manufacturing costs and service costs including labor expenses) exceed the expected future economic benefits to be received. Those loss contracts were recognized as a liability at fair value as of the acquisition date. (4) As part of the purchase price allocation for the acquisition, the Company recorded goodwill in an amount of $1,085. Goodwill reflects the value or premium of the acquisition price in excess of the fair values assigned to specific tangible and intangible assets net of the fair value. The purchase price intrinsically recognizes the benefits of the broadened depth of new markets and management team and is primarily attributable to expected synergies (See also Note 8B). |
Other Accounts Receivable and_2
Other Accounts Receivable and Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of other accounts receivable and prepaid expenses | December 31 2021 2020 Government authorities $ 144 $ 26 Advances to suppliers 384 580 Prepaid expenses 366 488 Accrued income 1 146 Other 82 71 $ 977 $ 1,311 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31 2021 2020 Raw materials $ 178 $ 116 Inventory in progress 1,658 1,299 Finished goods 4,673 4,389 Net – advances from customers (942 ) (933 ) $ 5,567 $ 4,871 |
Long Term Assets (Tables)
Long Term Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long Term Assets [Abstract] | |
Schedule of long term assets | December 31 2021 2020 Prepaid expenses $ 91 $ - Other $ 59 $ 59 $ 150 $ 59 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, 2021 2020 Cost: Computers and software $ 1,237 $ 1,164 Machines 572 572 Office furniture and equipment 501 495 Leasehold improvements 1,128 1,118 Motor Vehicles 665 375 $ 4,103 $ 3,724 Accumulated Depreciation: Computers and software $ 1,181 $ 1,115 Machines 549 527 Office furniture and equipment 375 357 Leasehold improvements 610 535 Motor Vehicles 291 234 $ 3,006 $ 2,768 Property and equipment, net $ 1,097 $ 956 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of other intangible assets | December 31, December 31, Weighted Cost: Brand name 946 946 4.1 Customer list 2,450 2,450 2.5 Software 111 111 3 Customer relationship* 728 728 7 Backlog 90 90 4,325 4,325 Accumulated amortization: Brand name 946 946 Customer list 2,450 2,450 Software 111 111 Customer relationship* 708 688 Backlog 90 90 4,305 4,285 Amortized cost $ 20 $ 40 (*) Due to the decline in the results of the acquired Imdecol business (See Note 3) and the expectation of management for its future anticipated performance, the Company performed during the year ended December 31, 2020, an impairment analysis of the intangible assets which relate directly to its operations. Based on such analysis the Company recorded an impairment charge further described below: |
Schedule of carrying amount of goodwill | Goodwill Balance as of January 1, 2019 4,676 Changes during 2019 Acquisition of Imdecol 1,085 Impairment of Goodwill (See Note 2j) (*) (614 ) Balance as of January 1and December 31, 2019 5,147 Changes during 2020 Impairment of Goodwill (See Note 2j) (**) (471 ) Balance as of December 31,2020 and 2021 $ 4,676 (*) Due to difficulties to implement Imdecol’s business following its acquisition (See Note 3) and the expectation of management for its future performance and following the annual impairment analysis performed as of December 31, 2019, the Company recorded a goodwill impairment in an amount of $ 614 (**) Due to the decline in the actual results of the acquired Imdecol business (See Note 3) and the current expectation of management for its future performance and following the annual impairment analysis performed as of December 31, 2020, the Company recorded. on December 31, 2020, a goodwill impairment in the total amount of $ 471 The analysis was based on a valuation performed by management using the assistance of a third-party appraiser utilizing the income approach. The significant assumptions used for the assessment were a discount rate of 14.18% and 14.6% as of December 31, 2021 and 2020, respectively, and a long-term growth rate of 2% as of December 31, 2021 and 2020. |
Current Maturities of Long Te_2
Current Maturities of Long Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of current maturities of long term loans | Loan Weighted December 31 Short term loans currency % 2021 2020 Current maturities NIS 3.33% 740 815 740 815 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Liabilities [Abstract] | |
Schedule of accrued expenses and other liabilities | December 31 2021 2020 Professional services 73 118 Tax accruals 6 12 Agent Fees 11 202 Other 22 59 $ 112 $ 391 |
Derivatives Instruments (Tables
Derivatives Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | Year ended December 31, 2021 2020 2019 Derivatives designated as cash flow hedging instruments: Cost of revenues $ - $ (26 ) $ (25 ) Sales and marketing $ - $ (15 ) $ (16 ) General and administrative $ - $ (6 ) $ (6 ) Total expenses (income) $ - $ (47 ) $ (47 ) |
Deferred Revenues (Tables)
Deferred Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Schedule of deferred revenues | December 31 2021 2020 Advanced payments from customers 317 267 Service contracts 490 544 Other 242 93 1,049 904 Less- long term deferred revenue related to service contract (132 ) (303 ) $ 917 $ 601 |
Long-Term Loans, Net of Curre_2
Long-Term Loans, Net of Current Maturities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of linkage terms and interest rates | Weighted December 31, % 2021 2020 Loan currency NIS 3.33% $ 1,421 $ 2,031 Less - current maturities (740 ) (815 ) $ 681 $ 1,216 |
Schedule of total amount to be paid by the company | December 31, Payment schedule 2022 740 2023 609 2024 32 2025 26 2026 14 Total $ 1,421 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding warrants to shareholders | Outstanding and Weighted average Weighted average 1,120,000 2.92 2.81 |
Schedule of employee and director stock option activity and related information | 2021 2020 2019 Number of Weighted- Number of Weighted Number of Weighted- Outstanding - beginning of year 170,500 $ 2.30 246,874 $ 2.26 320,875 $ 2.59 Changes during the year: Granted 175,000 $ 3.36 45,000 $ 2.55 95,000 $ 2.13 Exercised (52,167 ) $ 2.29 (84,618 ) $ 2.29 (125,195 ) $ 2.52 Forfeited (17,500 ) $ 2.44 (36,756 ) $ 2.38 (43,806 ) $ 3.65 Outstanding - year end 275,833 $ 2.40 170,500 $ 2.30 246,874 $ 2.26 Vested and expected to vest 83,334 $ 2.22 95,834 $ 2.23 148,498 $ 2.41 Exercisable at year end 51,667 $ 2.26 48,834 $ 2.26 79,372 $ 2.38 |
Schedule of options granted to employees and directors | Weighted average Options Weighted Options Remaining outstanding average exercisable Contractual as of remaining as of life of options Exercise December 31, contractual December 31, exercisable Price 2021 life (years) 2021 (years) $ 2.118 60,833 2.83 31,667 2.83 2.176 10,000 3.08 3,334 3.08 2.388 10,000 1.54 10,000 1.54 2.433 7,500 4.02 - - 2.775 20,000 3.96 6,666 3.96 3.195 20,000 4.14 - - 3.251 7,500 4.81 - - 3.252 100,000 4.81 - - 3.863 30,000 4.75 - - $ 4.022 10,000 4.67 - - Grand Total 275,833 4.05 51,667 2.90 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax liabilities and assets | December 31 2021 2020 Net operating loss carry forward (1) $ 7,240 $ 7,343 Net capital loss carry forward (1) 6,848 5,427 Allowances and provisions 142 149 Intangible assets, net (51 ) (9 ) 14,179 12,910 Valuation allowance (2) $ (14,179 ) $ (12,910 ) Net deferred tax Liability $ - $ - |
Schedule of taxes on income (tax benefit) | Year ended December 31, 2021 2020 2019 Current $ 2 - $ 31 Other (41 ) - (79 ) $ (39 ) - $ (48 ) Domestic $ (41 ) - $ (52 ) Foreign 2 - 4 $ (39 ) - $ (48 ) |
Schedule of income (loss) before taxes on income | Year ended December 31, 2021 2020 2019 Domestic $ 389 (966 ) $ (980 ) Foreign 23 6 19 $ 412 (960 ) $ (961 ) |
Supplementary Information to _2
Supplementary Information to Statements of Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of financial expenses, net | Year ended December 31, 2021 2020 2019 Financial income Interest income $ - - $ - foreign currency differences gains - - 26 - - 26 Financial expenses: In respect of interest loans and bank fees (202 ) (275 ) (245 ) Expenses regarding warrants granted underlying loan agreement with YA (see Note 15) - (30 ) - Other (mainly foreign currency differences) 97 (43 ) (111 ) (105 ) (348 ) (356 ) $ (105 ) (348 ) $ (330 ) |
Schedule of net earnings per share | Year ended December 31, 2021 2020 2019 1. Numerator: Income (loss) $ 451 (960 ) $ (913 ) Net income (loss) available to Ordinary shareholders $ 451 (960 ) $ (913) 2. Denominator (in thousands): Basic weighted average Ordinary shares outstanding (in thousands) 5,212 4,298 4,053 Diluted weighted average Ordinary shares outstanding (in thousands) 5,424 4,298 4,059 Basic income (loss) per share $ 0.09 (0.22 ) $ (0.23) Diluted income (loss) per share $ 0.08 (0.22 ) $ (0.23) |
Segments and Geographical Inf_2
Segments and Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of revenues, gross profit and assets for the operating segments | RFID Intelligent Supply Intercompany Consolidated 2021 Revenues $ 13,192 $ 1,576 $ 19,008 $ (142 ) $ 33,634 Gross profit $ 3,338 $ (460 ) $ 3,708 $ - $ 6,586 Allocated operating expenses $ 2,300 $ 573 $ 2,497 $ - $ 5,370 Unallocated operating expenses $ 699 Operating Income $ 1,038 $ (1,033 ) $ 1,211 $ - $ 517 Financial expenses $ 105 Tax on income $ (39 ) Net Income $ 451 2020 Revenues $ 12,523 $ 2,502 $ 18,594 $ (68 ) $ 33,551 Gross profit $ 3,265 $ (871 ) $ 3,724 $ - $ 6,118 Allocated operating expenses $ 2,099 $ 641 $ 2,373 $ - $ 5,113 Impairment of goodwill and intangible assets $ 988 $ 988 Unallocated operating expenses $ 668 Operating loss $ 1,166 $ (2,500 ) $ 1,351 $ - $ (651 ) Financial expenses $ 348 Other income $ (39 ) Net Income $ (960 ) 2019 Revenues $ 13,241 $ 826 $ 19,750 $ - $ 33,817 Gross profit $ 2,906 $ 2 $ 3,750 $ - $ 6,658 Allocated operating expenses $ 2,708 $ 349 $ 2,289 $ - $ 5,346 Impairment of goodwill and intangible assets $ 970 $ 970 Unallocated operating expenses $ 973 Operating loss $ 198 $ (1,317 ) $ 1,461 $ - $ (631 ) Financial expenses $ 330 Tax on income $ (48 ) Net Income $ (913 ) |
Schedule of total revenues and long-lived assets | Year ended December 31, 2021 2020 2019 Total Long-lived Total Long-lived Total Long-lived revenues assets * revenues assets * revenues assets * Israel $ 25,662 1,097 24,369 $ 956 $ 23,493 $ 1,257 Far East 3,494 - 3,831 - 5,055 - India 1,701 - 2,375 - 3,624 - America 2,032 - 2,449 - 901 - Europe 555 - 527 - 744 - Rest of the world 190 - - - - - $ 33,634 1,097 33,551 $ 956 $ 33,817 $ 1,257 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of lease | Classification on the Balance Sheet Year ended Assets : Operating lease assets Operating lease right of use assets, net 944 Liabilities: current Operating lease liabilities Operating lease liabilities, current 538 Long term Operating lease liabilities Operating lease liabilities, non-current 565 Remaining Lease Term Vehicles 0.16 - 2.67 years Facilities rent 1.25-4.75 years Weighted Average Discount Rate Vehicles 3.5 % Facilities rent 3.5 % |
Schedule of future minimum lease payments | Future lease payments are: 2022 551 2023 304 2024 166 2025 105 2026 43 1,169 |
Schedule of operating lease costs | Year ended Operating cash out flows from operating lease 159 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of expenses incurred according to the agreement with iDnext | Year ended December 31, 2021 2020 2019 Monthly fees $ - - $ 49 Bonus - - 10 Payments for employees - - 33 Total $ - - $ 92 |
General (Details)
General (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Number of operating segments | 3 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies (Details) [Line Items] | |||
Inventory write-off | $ 407,000 | $ 316,000 | |
Impairment loss related to intangible assets | 517,000 | ||
Impairment loss goodwill | 471,000 | ||
Severance expenses | $ 267,000 | 379,000 | $ 315,000 |
Tex benefit percentage | 50.00% | ||
Allowance for doubtful accounts | $ 21,000 | $ 16,000 | $ 1,000 |
Anti-dilutive (in Shares) | 40,000,479 | 413,373 | |
Fair value of goodwill | $ 4,670,000 | ||
Investment Company, Incentive Fee to Average Net Assets | 75.00% | ||
Fair value assets percentage | 90.00% | ||
RFID Division [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Impairment loss | $ 4,700 | ||
Goodwill impairment loss | $ 471,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets | 12 Months Ended |
Dec. 31, 2021 | |
Computers and software [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | |
Estimated useful life | (Mainly 33) |
Computers and software [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | |
Annual rates | 20.00% |
Computers and software [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | |
Annual rates | 33.00% |
Machines [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | |
Annual rates | 7.00% |
Machines [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | |
Annual rates | 33.00% |
Office furniture and equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | |
Estimated useful life | (Mainly 6) |
Office furniture and equipment [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | |
Annual rates | 6.00% |
Office furniture and equipment [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | |
Annual rates | 15.00% |
Leasehold improvements [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | |
Estimated useful life | Over the shorter of the period of the lease or the life of the assets |
Motor vehicles [Member] | |
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets [Line Items] | |
Annual rates | 15.00% |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of weighted average assumptions used in fair value for options granted | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of weighted average assumptions used in fair value for options granted [Abstract] | |||
Risk-free interest | 0.84% | 0.51% | 1.52% |
Dividend yields | 0.00% | 0.00% | 0.00% |
Volatility | 48.00% | 45.00% | 55.00% |
Expected option term | 3 years 6 months | 3 years 6 months | 3 years 6 months |
Acquisition of Business (Detail
Acquisition of Business (Details) - USD ($) $ in Thousands | Jun. 01, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Combinations [Abstract] | ||||
Purchase price, description | a.An advance of $276 was paid to Imdecol in cash upon signing the definitive agreement in March 2019; b. An additional approximately $1,619 was paid to Imdecol in cash at closing, on June 1, 2019. c.The final consideration would have been required to be paid by August 2020, according to certain performance conditions (“Contingent Consideration”). | |||
Acquisition expenses | $ 138 | |||
Goodwill balance | 1,085 | |||
Impairment loss | $ 471 | $ 614 | ||
Goodwill | $ 0 |
Acquisition of Business (Deta_2
Acquisition of Business (Details) - Schedule of purchase price allocation $ in Thousands | Jun. 01, 2019USD ($) | |
Schedule of purchase price allocation [Abstract] | ||
Cash paid | $ 1,895 | |
Contingent Consideration | [1] | |
Total acquisition price | 1,895 | |
Recognized amounts of identifiable assets acquired: | ||
Intangible assets, net | 953 | [2] |
Property and equipment, net | 91 | |
Inventory | 380 | |
Loss Contracts | (614) | [3] |
Net assets acquired | 810 | |
Goodwill | $ 1,085 | [4] |
[1] | The Company measured the fair value of the contingent consideration upon the completion of the acquisition (June 2019) at Zero. The performance of the acquired business up to August 2020 has not met the profitability goals for contingent payment. Accordingly, no Contingent Consideration was required to be paid. | |
[2] | The fair value adjustment estimate of identifiable intangible assets were determined using the “income approach”, which is a valuation technique that estimates the fair value of an assets based on market participants’ expectations of the cash flow an assets would generate over its remaining useful life. | |
[3] | Loss contracts - management identified certain contracts of the acquired operations of Imdecol as loss contracts as it was determined that the unavoidable costs of meeting the obligations assumed under such contracts (i.e. the expected manufacturing costs and service costs including labor expenses) exceed the expected future economic benefits to be received. Those loss contracts were recognized as a liability at fair value as of the acquisition date. | |
[4] | As part of the purchase price allocation for the acquisition, the Company recorded goodwill in an amount of $1,085. Goodwill reflects the value or premium of the acquisition price in excess of the fair values assigned to specific tangible and intangible assets net of the fair value. The purchase price intrinsically recognizes the benefits of the broadened depth of new markets and management team and is primarily attributable to expected synergies (See also Note 8B). |
Other Accounts Receivable and_3
Other Accounts Receivable and Prepaid Expenses (Details) - Schedule of other accounts receivable and prepaid expenses - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of other accounts receivable and prepaid expenses [Abstract] | ||
Government authorities | $ 144 | $ 26 |
Advances to suppliers | 384 | 580 |
Prepaid expenses | 366 | 488 |
Accrued income | 1 | 146 |
Other | 82 | 71 |
Other accounts receivable and prepaid expenses | $ 977 | $ 1,311 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | ||
Raw materials | $ 178 | $ 116 |
Inventory in progress | 1,658 | 1,299 |
Finished goods | 4,673 | 4,389 |
Net – advances from customers | (942) | (933) |
Inventories | $ 5,567 | $ 4,871 |
Long Term Assets (Details) - Sc
Long Term Assets (Details) - Schedule of long term assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of long term assets [Abstract] | ||
Prepaid expenses | $ 91 | |
Other | 59 | $ 59 |
Long term assets | $ 150 | $ 59 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 238 | $ 270 | $ 277 |
Additional equipment purchased amount | $ 379 | $ 84 | $ 342 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 4,103 | $ 3,724 |
Accumulated Depreciation | 3,006 | 2,768 |
Property and equipment, net | 1,097 | 956 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,237 | 1,164 |
Accumulated Depreciation | 1,181 | 1,115 |
Machines [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 572 | 572 |
Accumulated Depreciation | 549 | 527 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 501 | 495 |
Accumulated Depreciation | 375 | 357 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,128 | 1,118 |
Accumulated Depreciation | 610 | 535 |
Motor Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 665 | 375 |
Accumulated Depreciation | $ 291 | $ 234 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment of intangible assets | $ 517 | $ 356 | |
Amortization expenses | $ 20 | $ 41 | 79 |
Goodwill impairment | $ 614 | ||
Goodwill discount rate | 14.18% | 14.60% | 14.60% |
Long-term growth rate | 2.00% | 2.00% | 2.00% |
Goodwill impairment | $ 471 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net (Details) - Schedule of other intangible assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 4,325 | $ 4,325 | |
Accumulated amortization | 4,305 | 4,285 | |
Amortized cost | 20 | 40 | |
Brand name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 946 | 946 | |
Weighted average amortization period | 4 years 1 month 6 days | ||
Accumulated amortization | $ 946 | 946 | |
Customer list [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 2,450 | 2,450 | |
Weighted average amortization period | 2 years 6 months | ||
Accumulated amortization | $ 2,450 | 2,450 | |
Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 111 | 111 | |
Weighted average amortization period | 3 years | ||
Accumulated amortization | $ 111 | 111 | |
Customer relationship [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | [1] | $ 728 | 728 |
Weighted average amortization period | [1] | 7 years | |
Accumulated amortization | [1] | $ 708 | 688 |
Backlog [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 90 | 90 | |
Accumulated amortization | $ 90 | $ 90 | |
[1] | Due to the decline in the results of the acquired Imdecol business (See Note 3) and the expectation of management for its future anticipated performance, the Company performed during the year ended December 31, 2020, an impairment analysis of the intangible assets which relate directly to its operations. Based on such analysis the Company recorded an impairment charge further described below: |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net (Details) - Schedule of carrying amount of goodwill - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | |||
Schedule of carrying amount of goodwill [Abstract] | ||||
Balance beginning | $ 5,147 | $ 4,676 | ||
Acquisition of Imdecol | 1,085 | |||
Impairment of Goodwill | (471) | [1] | (614) | [2] |
Balance Ending | $ 4,676 | $ 5,147 | ||
[1] | Due to the decline in the actual results of the acquired Imdecol business (See Note 3) and the current expectation of management for its future performance and following the annual impairment analysis performed as of December 31, 2020, the Company recorded. on December 31, 2020, a goodwill impairment in the total amount of $ 471 The analysis was based on a valuation performed by management using the assistance of a third-party appraiser utilizing the income approach. The significant assumptions used for the assessment were a discount rate of 14.18% and 14.6% as of December 31, 2021 and 2020, respectively, and a long-term growth rate of 2% as of December 31, 2021 and 2020. | |||
[2] | Due to difficulties to implement Imdecol’s business following its acquisition (See Note 3) and the expectation of management for its future performance and following the annual impairment analysis performed as of December 31, 2019, the Company recorded a goodwill impairment in an amount of $ 614 |
Current Maturities of Long Te_3
Current Maturities of Long Term Loans (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Short term credit line, amount | $ 1,532 |
Bearing annual interest rate | 3.14% |
Current Maturities of Long Te_4
Current Maturities of Long Term Loans (Details) - Schedule of current maturities of long term loans - ILS (₪) ₪ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | ||
Current maturities | ₪ 740 | ₪ 815 |
Short term loans [Member] | ||
Short-Term Debt [Line Items] | ||
Weighted interest rate | 3.33% | |
Current maturities | ₪ 740 | ₪ 815 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - Schedule of accrued expenses and other liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accrued expenses and other liabilities [Abstract] | ||
Professional services | $ 73 | $ 118 |
Tax accruals | 6 | 12 |
Agent Fees | 11 | 202 |
Other | 22 | 59 |
Total accrued expenses and other liabilities | $ 112 | $ 391 |
Derivatives Instruments (Detail
Derivatives Instruments (Details) - Schedule of derivative instruments - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of derivative instruments [Abstract] | |||
Cost of revenues | $ (26) | $ (25) | |
Sales and marketing | (15) | (16) | |
General and administrative | (6) | (6) | |
Total expenses (income) | $ (47) | $ (47) |
Deferred Revenues (Details) - S
Deferred Revenues (Details) - Schedule of deferred revenues - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of deferred revenues [Abstract] | ||
Advanced payments from customers | $ 317 | $ 267 |
Service contracts | 490 | 544 |
Other | 242 | 93 |
Total | 1,049 | 904 |
Less- long term deferred revenue related to service contract | (132) | (303) |
Deferred revenues | $ 917 | $ 601 |
Long-Term Loans, Net of Curre_3
Long-Term Loans, Net of Current Maturities (Details) - Schedule of linkage terms and interest rates - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of linkage terms and interest rates [Abstract] | ||
Weighted interest rate | 3.33% | |
Long-term loans, net of current maturities | $ 1,421 | $ 2,031 |
Less - current maturities | (740) | (815) |
Total amount of the loans | $ 681 | $ 1,216 |
Long-Term Loans, Net of Curre_4
Long-Term Loans, Net of Current Maturities (Details) - Schedule of total amount to be paid by the company $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of total amount to be paid by the company [Abstract] | |
2022 | $ 740 |
2023 | 609 |
2024 | 32 |
2025 | 26 |
2026 | 14 |
Total | $ 1,421 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) | Jan. 03, 2022USD ($) | Jan. 03, 2022ILS (₪) | Jan. 16, 2022USD ($) | Dec. 31, 2021USD ($) |
Commitments and Contingent Liabilities (Details) [Line Items] | ||||
Royalty commitments, description | Under the Company’s research and development agreements with the Office of the Chief Scientist (“OCS”) and pursuant to applicable laws, the Company is required to pay royalties at the rate of 3.5% of sales of products developed with funds provided by the OCS, up to an amount equal to 100% of the research and development grants (dollar-linked) received from the OCS. | |||
Outstanding contingent obligation to pay royalties | $ 3,603,000 | |||
Subsequent Event [Member] | ||||
Commitments and Contingent Liabilities (Details) [Line Items] | ||||
Consideration for the Machine | $ 241,000,000 | ₪ 750,694 | ||
Consideration for Claimed damages | 160,000,000 | |||
Management recorded a provision amount | $ 241,000,000 | |||
Employee benefits | $ 361,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 04, 2021 | May 08, 2017 | Mar. 29, 2021 | Dec. 16, 2020 | Mar. 31, 2020 | May 16, 2019 | Jul. 18, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 21, 2021 | Feb. 19, 2021 | Jan. 06, 2021 | Feb. 19, 2020 |
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Trading description | For each Ordinary Share purchased under the SEDA, YA will pay 93% of the lowest daily VWAP (as defined below) of the Ordinary Shares during the three consecutive trading days, following the date of an advance notice from the Company (provided such VWAP was greater than or equal to 90% of the last closing price of the Ordinary shares at the time of delivery of the advance notice). Notwithstanding the forgoing, the notice shall not exceed $500. | |||||||||||||
Ordinary shares issued | 40,000 | 45,000 | ||||||||||||
Prepaid expenses (in Dollars) | $ 140 | |||||||||||||
Ordinary shares issued (in Dollars) | $ 465 | |||||||||||||
Commitment fee (in Dollars) | $ 77 | |||||||||||||
Gross proceeds (in Dollars) | $ 2,000 | $ 1,000 | ||||||||||||
Exercisable annual period | 3 years | |||||||||||||
Ordinary shares issued | 7,188 | 7,665 | 41,090 | 158,023 | ||||||||||
Ordinary shares issued value (in Dollars) | $ 27 | $ 12 | ||||||||||||
Ordinary shares, shares authorized | 800,000 | 6,000,000 | 400,000 | 4,000,000 | 8,000,000 | 6,000,000 | ||||||||
Shares issued, Price per share (in Dollars per share) | $ 2.5 | |||||||||||||
Issuance expenses (in Dollars) | $ 1,841 | $ 65 | ||||||||||||
Warrants issued | 240,000 | |||||||||||||
Warrants exercise price (in Dollars per share) | $ 3.3 | |||||||||||||
Warrant, description | The warrants shall be exercisable for 3.5 years and shall be subject to a three-year vesting period as follows: one third of the warrants shall vest annually (upon the lapse of 12 months, 24 months and 36 months from issuance), provided that on the applicable vesting date the investor did not sell any of the Ordinary Shares purchased in the private placement. Vesting of all of the warrants shall be accelerated in the event that any one or more shareholders acting together acquire a block of 40% of the Company’s issued and outstanding share capital. In addition, the Company issued 60,000 warrants as fees to a placement agent. | |||||||||||||
Purchase warrants | 720,000 | |||||||||||||
Purchase price per shares (in Dollars per share) | $ 2.5 | |||||||||||||
Exercise price per share (in Dollars per share) | $ 2.75 | |||||||||||||
Debt instrument, description | The loan is paid in 12 monthly installments of principal and interest starting from March 2020. BOS issued to YA II warrants to purchase up to 100,000 Ordinary Shares of the Company at an exercise price of $3.00 per Ordinary Share. If at the time of exercise the shares underlying the warrants are not subject to an effective registration statement, the warrants may be exercised on a cashless basis. The warrants were exercisable for a period of two years from issuance. | |||||||||||||
Additional paid in capital warrant issued value (in Dollars) | $ 30 | |||||||||||||
Ordinary Shares of no nominal value | 2,000,000 | 2,000,000 | ||||||||||||
Authorized shares | 8,000,000 | 6,000,000 | ||||||||||||
Ordinary shares nominal value | 8,000,000 | |||||||||||||
Share based compensation options description | Each option granted under the Plan expires five years from the date of the grant. | |||||||||||||
Capital gain tax rate | 25.00% | |||||||||||||
Vesting period | 3 years | |||||||||||||
Share-based compensation expense (in Dollars) | $ 67 | $ 65 | $ 81 | |||||||||||
Intrinsic value of options (in Dollars) | $ 70 | $ 12 | $ 0 | |||||||||||
Ordinary Shares [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Ordinary shares issued | 67,307 | |||||||||||||
Stock Option [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Share based compensation options description | In May 2003, the Company’s shareholders approved the adoption of the 2003 Israeli Stock Option Plan or the Plan. In December 2012, the Company’s shareholders approved a 10 year extension to the Plan, according to which the Board of Directors may grant options under the Plan through May 31, 2023. In December 2017, the shareholders approved an increase of the pool of shares reserved for issuances under the Plan, to 500,000 Ordinary Shares. In July 18, 2018, the Company’s shareholders approved (i) an increase of the number of Ordinary Shares available for issuance under the Plan, by 200,000 to a total of 700,000 Ordinary Shares, and (ii) an amendment of the Plan allowing for the grant of Ordinary Shares in addition to options. | |||||||||||||
Options available for future grants | 57,784 | |||||||||||||
Weighted-average grant-date fair value of options granted (in Dollars per share) | $ 3.32 | $ 2.31 | $ 1.97 | |||||||||||
Weighted-average grant-date fair value of unvested options (in Dollars per share) | $ 2.81 | |||||||||||||
Options exercised | 52,167 | 84,618 | 125,195 | |||||||||||
Non-vested share-based compensation (in Dollars) | $ 85 | $ 219 | ||||||||||||
Ya Global Member | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Issuance of ordinary shares (in Dollars) | $ 2,000 | |||||||||||||
Ordinary shares issued | 95,000 | |||||||||||||
Commitment fee (in Dollars) | $ 35 | |||||||||||||
Gross proceeds (in Dollars) | 100 | |||||||||||||
YA II [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Ordinary shares issued (in Dollars) | $ 23 | |||||||||||||
Ruby Tech Inc [Member] | YA II [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Principal amount (in Dollars) | $ 600,000 | |||||||||||||
Interest rate | 8.00% | |||||||||||||
Director [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Ordinary shares issued | 175,000 | 7,500 | 7,500 | |||||||||||
Director [Member] | Ordinary Shares [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Ordinary shares issued | 175,000 | |||||||||||||
CEO, Eyal Cohen [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Ordinary shares issued | 100,000 | |||||||||||||
CFO, Moshe Zeltzer [Member] | ||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||
Ordinary shares issued | 20,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of outstanding warrants to shareholders - Warrant [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Outstanding and exercisable warrants | shares | 1,120,000 |
Weighted average exercise price of outstanding warrants | $ / shares | $ 2.92 |
Weighted average Remaining contractual life (years) | 2 years 9 months 21 days |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of employee and director stock option activity and related information - Stock Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders' Equity (Details) - Schedule of employee and director stock option activity and related information [Line Items] | |||
Number of options Outstanding - beginning of year | 170,500 | 246,874 | 320,875 |
Weighted-average exercise price Outstanding - beginning of year | $ 2.3 | $ 2.26 | $ 2.59 |
Number of options Granted | 175,000 | 45,000 | 95,000 |
Weighted-average exercise price Granted | $ 3.36 | $ 2.55 | $ 2.13 |
Number of options Exercised | (52,167) | (84,618) | (125,195) |
Weighted-average exercise price Exercised | $ 2.29 | $ 2.29 | $ 2.52 |
Number of options Forfeited | (17,500) | (36,756) | (43,806) |
Weighted-average exercise price Forfeited | $ 2.44 | $ 2.38 | $ 3.65 |
Number of options Outstanding - year end | 275,833 | 170,500 | 246,874 |
Weighted-average exercise price Outstanding - year end | $ 2.4 | $ 2.3 | $ 2.26 |
Number of options Vested and expected to vest | 83,334 | 95,834 | 148,498 |
Weighted-average exercise price Vested and expected to vest | $ 2.22 | $ 2.23 | $ 2.41 |
Number of options Exercisable at year end | 51,667 | 48,834 | 79,372 |
Weighted-average exercise price Exercisable at year end | $ 2.26 | $ 2.26 | $ 2.38 |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of options granted to employees and directors - Stock Option [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | |
Options outstanding | 275,833 |
Weighted average remaining contractual life (years) | 4 years 18 days |
Options exercisable | 51,667 |
Weighted average Remaining Contractual life of options exercisable (years) | 2 years 10 months 24 days |
Exercise Price 2.118 [Member] | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | $ 2.118 |
Options outstanding | 60,833 |
Weighted average remaining contractual life (years) | 2 years 9 months 29 days |
Options exercisable | 31,667 |
Weighted average Remaining Contractual life of options exercisable (years) | 2 years 9 months 29 days |
Exercise Price 2.176 [Member] | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | $ 2.176 |
Options outstanding | 10,000 |
Weighted average remaining contractual life (years) | 3 years 29 days |
Options exercisable | 3,334 |
Weighted average Remaining Contractual life of options exercisable (years) | 3 years 29 days |
Exercise Price 2.388 [Member] | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | $ 2.388 |
Options outstanding | 10,000 |
Weighted average remaining contractual life (years) | 1 year 6 months 14 days |
Options exercisable | 10,000 |
Weighted average Remaining Contractual life of options exercisable (years) | 1 year 6 months 14 days |
Exercise Price 2.433 [Member] | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | $ 2.433 |
Options outstanding | 7,500 |
Weighted average remaining contractual life (years) | 4 years 7 days |
Options exercisable | |
Weighted average Remaining Contractual life of options exercisable (years) | |
Exercise Price 2.775 [Member] | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | $ 2.775 |
Options outstanding | 20,000 |
Weighted average remaining contractual life (years) | 3 years 11 months 15 days |
Options exercisable | 6,666 |
Weighted average Remaining Contractual life of options exercisable (years) | 3 years 11 months 15 days |
Exercise Price 3.195 [Member] | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | $ 3.195 |
Options outstanding | 20,000 |
Weighted average remaining contractual life (years) | 4 years 1 month 20 days |
Options exercisable | |
Weighted average Remaining Contractual life of options exercisable (years) | |
Exercise Price 3.251 [Member] | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | $ 3.251 |
Options outstanding | 7,500 |
Weighted average remaining contractual life (years) | 4 years 9 months 21 days |
Options exercisable | |
Weighted average Remaining Contractual life of options exercisable (years) | |
Exercise Price 3.252 [Member] | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | $ 3.252 |
Options outstanding | 100,000 |
Weighted average remaining contractual life (years) | 4 years 9 months 21 days |
Options exercisable | |
Weighted average Remaining Contractual life of options exercisable (years) | |
Exercise Price 3.863 [Member] | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | $ 3.863 |
Options outstanding | 30,000 |
Weighted average remaining contractual life (years) | 4 years 9 months |
Options exercisable | |
Weighted average Remaining Contractual life of options exercisable (years) | |
Exercise Price 4.022 [Member] | |
Shareholders' Equity (Details) - Schedule of options granted to employees and directors [Line Items] | |
Exercise Price | $ / shares | $ 4.022 |
Options outstanding | 10,000 |
Weighted average remaining contractual life (years) | 4 years 8 months 1 day |
Options exercisable | |
Weighted average Remaining Contractual life of options exercisable (years) |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Taxes on Income (Details) [Line Items] | |||
Loss carry forward (in Dollars) | $ 31,555 | ||
Accumulated capital losses (in Dollars) | $ 29,763 | ||
ISRAEL | |||
Taxes on Income (Details) [Line Items] | |||
Corporate tax rate | 23.00% | 23.00% | 23.00% |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of deferred tax liabilities and assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of deferred tax liabilities and assets [Abstract] | |||
Net operating loss carry forward | [1] | $ 7,240 | $ 7,343 |
Net capital loss carry forward | [1] | 6,848 | 5,427 |
Allowances and provisions | 142 | 149 | |
Intangible assets, net | (51) | (9) | |
Deferred tax assets, gross | 14,179 | 12,910 | |
Valuation allowance | [2] | (14,179) | (12,910) |
Net deferred tax Liability | |||
[1] | See Note 16b. | ||
[2] | In the years 2021 and 2020, the Company has provided valuation allowances on deferred tax assets that result from tax loss carry forward and other reserves and allowances due to its history of operating and capital losses and current uncertainty about the ability to realize these deferred tax assets in the future. Net change in valuation allowance during 2021 was mainly due to an increase of net capital loss carry forward. |
Taxes on Income (Details) - S_2
Taxes on Income (Details) - Schedule of taxes on income (tax benefit) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of taxes on income (tax benefit) [Abstract] | |||
Current | $ 2 | $ 31 | |
Other | (41) | (79) | |
Provision for deferred income taxes | (39) | (48) | |
Domestic | (41) | (52) | |
Foreign | 2 | 4 | |
Taxes on income (tax benefit) | $ (39) | $ (48) |
Taxes on Income (Details) - S_3
Taxes on Income (Details) - Schedule of income (loss) before taxes on income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of income (loss) before taxes on income [Abstract] | |||
Domestic | $ 389 | $ (966) | $ (980) |
Foreign | 23 | 6 | 19 |
Total income (loss) before taxes | $ 412 | $ (960) | $ (961) |
Supplementary Information to _3
Supplementary Information to Statements of Operations (Details) - Schedule of financial expenses, net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial income | |||
Interest income | |||
foreign currency differences gains | 26 | ||
Financial income total | 26 | ||
Financial expenses: | |||
In respect of interest loans and bank fees | (202) | (275) | (245) |
Expenses regarding warrants granted underlying loan agreement with YA (see Note 15) | (30) | ||
Other (mainly foreign currency differences) | 97 | (43) | (111) |
Financial expenses total | (105) | (348) | (356) |
Financial income expenses, net | $ (105) | $ (348) | $ (330) |
Supplementary Information to _4
Supplementary Information to Statements of Operations (Details) - Schedule of net earnings per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) | $ 451 | $ (960) | $ (913) |
Net income (loss) available to Ordinary shareholders | $ 451 | $ (960) | $ (913) |
Basic weighted average Ordinary shares outstanding (in thousands) | 5,212 | 4,298 | 4,053 |
Diluted weighted average Ordinary shares outstanding (in thousands) | 5,424 | 4,298 | 4,059 |
Basic and diluted income (loss) per share | $ 0.09 | $ (0.22) | $ (0.23) |
Diluted income (loss) per share | $ 0.08 | $ (0.22) | $ (0.23) |
Segments and Geographical Inf_3
Segments and Geographical Information (Details) - Schedule of revenues, gross profit and assets for the operating segments - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
RFID Division [Member] | |||
2021 | |||
Revenues | $ 13,192 | $ 12,523 | $ 13,241 |
Gross profit | 3,338 | 3,265 | 2,906 |
Allocated operating expenses | 2,300 | 2,099 | 2,708 |
Operating Income (loss) | 1,038 | 1,166 | 198 |
Intelligent Robotics [Member] | |||
2021 | |||
Revenues | 1,576 | 2,502 | 826 |
Gross profit | (460) | (871) | 2 |
Allocated operating expenses | 573 | 641 | 349 |
Impairment of goodwill and intangible assets | 988 | 970 | |
Operating Income (loss) | (1,033) | (2,500) | (1,317) |
Supply Chain Solutions [Member] | |||
2021 | |||
Revenues | 19,008 | 18,594 | 19,750 |
Gross profit | 3,708 | 3,724 | 3,750 |
Allocated operating expenses | 2,497 | 2,373 | 2,289 |
Impairment of goodwill and intangible assets | |||
Operating Income (loss) | 1,211 | 1,351 | 1,461 |
Intercompany [Member] | |||
2021 | |||
Revenues | (142) | (68) | |
Gross profit | |||
Allocated operating expenses | |||
Impairment of goodwill and intangible assets | |||
Operating Income (loss) | |||
Consolidated [Member] | |||
2021 | |||
Revenues | 33,634 | 33,551 | 33,817 |
Gross profit | 6,586 | 6,118 | 6,658 |
Allocated operating expenses | 5,370 | 5,113 | 5,346 |
Impairment of goodwill and intangible assets | 988 | 970 | |
Unallocated operating expenses | 699 | 668 | 973 |
Operating Income (loss) | 517 | (651) | (631) |
Financial expenses | 105 | 348 | 330 |
Other income | (39) | ||
Tax on income | (39) | (48) | |
Net Income | $ 451 | $ (960) | $ (913) |
Segments and Geographical Inf_4
Segments and Geographical Information (Details) - Schedule of total revenues and long-lived assets - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | $ 33,634 | $ 33,551 | $ 33,817 | |||
Long-lived assets | [1] | 1,097 | 956 | 1,257 | ||
Israel [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | 25,662 | 24,369 | 23,493 | |||
Long-lived assets | 1,097 | [1] | 956 | [1] | 1,257 | |
Far East [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | 3,494 | 3,831 | 5,055 | |||
Long-lived assets | [1] | |||||
India [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | 1,701 | 2,375 | 3,624 | |||
Long-lived assets | [1] | |||||
America [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | 2,032 | 2,449 | 901 | |||
Long-lived assets | [1] | |||||
Europe [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | 555 | 527 | 744 | |||
Long-lived assets | [1] | |||||
Rest of the world [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | 190 | |||||
Long-lived assets | [1] | |||||
[1] | Long-lived assets are comprised of property and equipment (intangible assets and goodwill are not included). |
Leases (Details)
Leases (Details) $ in Millions | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
Operating lease expense | $ 1 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Assets : | ||
Operating lease assets (in Dollars) | $ 944 | |
Liabilities: | ||
Operating lease liabilities, current (in Dollars) | 538 | $ 557 |
Operating lease liabilities, non-current (in Dollars) | $ 565 | |
Weighted Average Discount Rate | ||
Vehicles | 3.50% | |
Facilities rent | 3.50% | |
Maximum [Member] | ||
Remaining Lease Term | ||
Vehicles | 1 month 28 days | |
Facilities rent | 1 year 3 months | |
Minimum [Member] | ||
Remaining Lease Term | ||
Vehicles | 2 years 8 months 1 day | |
Facilities rent | 4 years 9 months |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of future minimum lease payments $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future minimum lease payments [Abstract] | |
2022 | $ 551 |
2023 | 304 |
2024 | 166 |
2025 | 105 |
2026 | 43 |
Total | $ 1,169 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of operating lease costs $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of operating lease costs [Abstract] | |
Operating cash out flows from operating lease | $ 159 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of expenses incurred according to the agreement with iDnext - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of expenses incurred according to the agreement with iDnext [Abstract] | |||
Monthly fees | $ 49 | ||
Bonus | 10 | ||
Payments for employees | 33 | ||
Total | $ 92 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 10, 2022 |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Acquisition description | In consideration for the acquisition, BOS shall pay NIS 2.3 million (approximately $US 700,000), of which NIS 1.5 million was paid at the closing, NIS 700,000 shall be paid by April 2022 and NIS 100,000 shall be paid by March 2023. In addition, BOS shall pay to Dagesh by March 2023: ●An earnout payment of 3%-6% of the revenues of the acquired assets in the 12 months ending February 28, 2023, provided these revenues are in excess of NIS 2.5 million; and ●NIS 100,000 upon the retention of at least 50% of the employees of Dagesh by BOS. |