Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ON TRACK INNOVATIONS LTD | |
Entity Central Index Key | 0001021604 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 53,824,377 | |
Entity File Number | 000-49877 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | L3 |
Interim Unaudited Condensed Con
Interim Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 2,637 | $ 2,543 |
Short-term investments | 805 | 2,305 |
Trade receivables (net of allowance for doubtful accounts of $600 and $612 as of March 31, 2020 and December 31, 2019, respectively) | 3,043 | 2,430 |
Other receivables and prepaid expenses | 1,601 | 1,822 |
Inventories | 3,025 | 3,332 |
Total current assets | 11,111 | 12,432 |
Long term restricted deposit for employee benefits | 462 | 477 |
Severance pay deposits | 371 | 383 |
Property, plant and equipment, net | 3,371 | 3,694 |
Intangible assets, net | 740 | 733 |
Right-of-use assets due to operating leases | 3,728 | 2,134 |
Total Assets | 19,783 | 19,853 |
Current Liabilities | ||
Short-term bank credit and current maturities of long-term bank loans | 2,609 | 2,478 |
Trade payables | 3,094 | 4,126 |
Other current liabilities | 3,337 | 3,054 |
Total current liabilities | 9,040 | 9,658 |
Long-Term Liabilities | ||
Long-term loans, net of current maturities | 18 | 22 |
Long-term liabilities due to operating leases, net of current maturities | 2,861 | 1,483 |
Accrued severance pay | 864 | 884 |
Deferred tax liability | 361 | 416 |
Total long-term liabilities | 4,104 | 2,805 |
Total Liabilities | 13,144 | 12,463 |
Commitments and Contingencies, see note 6 | ||
Equity | ||
Ordinary shares of NIS 0.1 par value: Authorized – 50,000,000 shares as of March 31, 2020 and December 31, 2019; issued: 49,003,076 and 47,963,076 shares as of March 31, 2020 and December 31, 2019, respectively; outstanding: 47,824,377 and 46,784,377 shares as of March 31, 2020 and December 31, 2019, respectively | 1,256 | 1,226 |
Additional paid-in capital | 226,152 | 225,970 |
Treasury shares at cost - 1,178,699 shares as of March 31, 2020 and December 31, 2019 | (2,000) | (2,000) |
Accumulated other comprehensive loss | (1,268) | (974) |
Accumulated deficit | (217,501) | (216,832) |
Total Equity | 6,639 | 7,390 |
Total Liabilities and Equity | $ 19,783 | $ 19,853 |
Interim Unaudited Condensed C_2
Interim Unaudited Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands | Mar. 31, 2020USD ($)shares | Mar. 31, 2020₪ / shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019₪ / shares |
Statement of Financial Position [Abstract] | ||||
Allowance for doubtful accounts, net | $ | $ 600 | $ 612 | ||
Ordinary shares, par value | ₪ / shares | ₪ 0.1 | ₪ 0.1 | ||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | ||
Ordinary shares, shares issued | 49,003,076 | 47,963,076 | ||
Ordinary shares, shares outstanding | 47,824,377 | 46,784,377 | ||
Treasury shares, at cost | 1,178,699 | 1,178,699 |
Interim Unaudited Condensed C_3
Interim Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Revenues | |||
Sales | $ 3,396 | $ 1,722 | |
Licensing and transaction fees | 1,055 | 1,291 | |
Total revenues | 4,451 | 3,013 | |
Cost of revenues | |||
Cost of sales | 2,273 | 1,370 | |
Total cost of revenues | 2,273 | 1,370 | |
Gross profit | 2,178 | 1,643 | |
Operating expenses | |||
Research and development | 898 | 871 | |
Selling and marketing | 1,162 | 1,285 | |
General and administrative | 957 | 965 | |
Total operating expenses | 3,017 | 3,121 | |
Operating loss from continuing operations | (839) | (1,478) | |
Financial income (expenses), net | 168 | (69) | |
Loss from continuing operations before taxes on income | (671) | (1,547) | |
Income tax benefits (expenses) | 13 | (5) | |
Loss from continuing operations | (658) | (1,552) | |
Loss from discontinued operations | (11) | (193) | |
Net loss | $ (669) | $ (1,745) | |
Basic and diluted net loss attributable to shareholders per ordinary share | |||
From continuing operations | $ (0.01) | $ (0.04) | |
From discontinued operations | [1] | ||
Total | $ (0.01) | $ (0.04) | |
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share | 47,790,091 | 41,294,377 | |
[1] | Less than $0.01 per ordinary share. |
Interim Unaudited Condensed C_4
Interim Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total comprehensive loss: | ||
Net loss | $ (669) | $ (1,745) |
Foreign currency translation adjustments | (294) | (63) |
Total comprehensive loss | $ (963) | $ (1,808) |
Interim Unaudited Condensed C_5
Interim Unaudited Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Share capital | Additional paid-in capital | Treasury Shares (at cost) | Accumulated other comprehensive Income (loss) | Accumulated deficit | Total |
Balance at Dec. 31, 2018 | $ 1,068 | $ 225,022 | $ (2,000) | $ (956) | $ (210,943) | $ 12,191 |
Balance, Shares at Dec. 31, 2018 | 42,473,076 | |||||
Changes during the period ended | ||||||
Stock-based compensation | 46 | 46 | ||||
Stock-based compensation, Shares | ||||||
Foreign currency translation adjustments | (63) | (63) | ||||
Net loss | (1,745) | (1,745) | ||||
Balance at Mar. 31, 2019 | $ 1,068 | 225,068 | (2,000) | (1,019) | (212,688) | 10,429 |
Balance, Shares at Mar. 31, 2019 | 42,473,076 | |||||
Balance at Dec. 31, 2019 | $ 1,226 | 225,970 | (2,000) | (974) | (216,832) | 7,390 |
Balance, Shares at Dec. 31, 2019 | 47,963,076 | |||||
Changes during the period ended | ||||||
Issuance of shares, net of issuance costs of $8 | $ 30 | 170 | 200 | |||
Issuance of shares, net of issuance costs of $8, Shares | 1,040,000 | |||||
Stock-based compensation | 12 | 12 | ||||
Stock-based compensation, Shares | ||||||
Foreign currency translation adjustments | (294) | (294) | ||||
Net loss | (669) | (669) | ||||
Balance at Mar. 31, 2020 | $ 1,256 | $ 226,152 | $ (2,000) | $ (1,268) | $ (217,501) | $ 6,639 |
Balance, Shares at Mar. 31, 2020 | 49,003,076 |
Interim Unaudited Condensed C_6
Interim Unaudited Condensed Consolidated Statements of Changes in Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of issuance costs | $ 8 |
Interim Unaudited Condensed C_7
Interim Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from continuing operating activities | ||
Net loss from continuing operations | $ (658) | $ (1,552) |
Adjustments required to reconcile net loss to net cash provided by continuing operating activities: | ||
Stock-based compensation related to options issued to employees and others | 12 | 46 |
Gain on sale of property and equipment, net | (2) | |
Accrued interest and linkage differences, net | (156) | (12) |
Depreciation and amortization | 307 | 320 |
Deferred tax benefits, net | (15) | (10) |
Changes in operating assets and liabilities: | ||
Change in accrued severance pay, net | (8) | 29 |
(Increase) decrease in trade receivables, net | (697) | 1,323 |
Decrease in other receivables and prepaid expenses | 142 | 264 |
Decrease (increase) in inventories | 274 | (457) |
(Decrease) increase in trade payables | (917) | 423 |
Increase (decrease) in other current liabilities | 584 | (186) |
Net cash (used in) provided by continuing operating activities | (1,132) | 186 |
Cash flows from continuing investing activities | ||
Purchase of property and equipment and intangible assets | (168) | (163) |
Proceeds from sale of property, plant and equipment | 10 | |
Change in short-term investments, net | 1,508 | 6 |
Proceeds from restricted deposit for employee benefits | 10 | |
Net cash provided by (used in) continuing investing activities | 1,340 | (137) |
Cash flows from continuing financing activities | ||
Increase in short-term bank credit, net | 160 | 372 |
Repayment of long-term bank loans | (5) | (119) |
Proceeds from issuance of shares, net of issuance costs | 200 | |
Net cash provided by continuing financing activities | 355 | 253 |
Cash flows from discontinued operations | ||
Net cash used in discontinued operating activities | (334) | (1,231) |
Total net cash used in discontinued operations | (334) | (1,231) |
Effect of exchange rate changes on cash and cash equivalents | (135) | (57) |
Increase (decrease) in cash, cash equivalents and restricted cash | 94 | (986) |
Cash, cash equivalents and restricted cash - beginning of the period | 2,648 | 5,105 |
Cash, cash equivalents and restricted cash - end of the period | 2,742 | 4,119 |
Cash paid during the period for: | ||
Interest paid | 23 | 4 |
Income taxes paid | 31 | 69 |
Supplemental disclosures of non-cash flow information | ||
Payables due to purchase of property and equipment and intangible assets | $ 174 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation A. Description of business On Track Innovations Ltd. (the "Company") was founded in 1990, in Israel. The Company and its subsidiaries (together, the "Group") are principally engaged in the field of design and development of cashless payment solutions. The Company's ordinary shares are listed for trading on the OTCQX market (formerly listed on the Nasdaq Capital Market until October 31, 2019). At March 31, 2020, the Company operates in two operating segments: (a) Retail and Mass Transit Ticketing, and (b) Petroleum. See Note 11. During December 2018, the Company sold its medical smart cards operation – see Note 1C(2). B. Interim Unaudited Financial Information The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and therefore should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, all adjustments considered necessary for a fair statement, consisting of normal recurring adjustments, have been included. Operating results for the three month period ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the assets, liabilities, revenue, costs, expenses and accumulated other comprehensive income/(loss) that are reported in the Interim Consolidated Financial Statements and accompanying disclosures. These estimates are based on management's best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates. C. Divestiture of operations 1. In December 2013, the Company completed the sale of certain assets, subsidiaries and intellectual property relating to its Smart ID division, for a total purchase price of $10,000 in cash and an additional $12,500 subject to performance-based milestones. Accordingly, the results and the cash flows of this operation for all reporting periods are presented in the statements of operations and in the statements of cash flows, respectively, as discontinued operations separately from continuing operations. On April 20, 2016, the purchaser of the Smart ID division, SuperCom Ltd. ("SuperCom"), and the Company entered into a settlement agreement resolving certain litigation between SuperCom and the Company pursuant to which SuperCom paid the Company $2,050 and agreed to pay the Company up to $1,500 in accordance with and subject to a certain earn-out mechanism. In November 2017, the Company commenced an arbitration procedure with SuperCom, in which the Company claims that additional earn-out payments have not been paid to the Company. SuperCom raised claims against the Company during the arbitration for material damages. The evidence in the arbitration was heard on March 6, 2018, and an arbitration decision was issued on December 24, 2018 in the Company's favor and denied SuperCom's claims. The arbitrator ordered SuperCom to disclose the financial information regarding the earn-out payments that the Company is entitled to receive, and to pay the Company accordingly, or otherwise pay the Company the maximum earn-out amount, which equals $1,500 minus the earn-out amounts that were already paid by SuperCom to the Company. The arbitration verdict was approved as a court's verdict in June 2019, but SuperCom failed to disclose the financial information in the way it should have done according to the arbitration decision. Therefore, in December 2019 the Company submitted a complementary claim to the arbitrator, asking for a final award that includes a final payment by SuperCom (as opposed to merely disclosing information). The Company records the earn-out payments only when the consideration is determined to be realizable. The Company did not record or receive any contingent consideration during the three months ended March 31, 2020 and 2019. 2. In December 2018, the Company completed the sale of its medical smart cards operation ("Medismart") (formerly part of the Company's "Other segment") to Smart Applications International Limited ("Smart") for a total price of $2,750. The Company has determined that the sale of the Medismart business qualifies as a discontinued operation. Accordingly, the results and the cash flows of this operation for all reporting periods are presented in the statements of operations and in the statements of cash flows, respectively, as discontinued operations separately from continuing operations. D. Liquidity and Capital Resources The Company has had recurring losses and has an accumulated deficit as of March 31, 2020 of $217,501. The Company also has a payable balance on its short-term loan of $2,609 as of March 31, 2020 that is due within the next 12 months. Since inception, the Company's principal sources of liquidity have been revenues, proceeds from sales of equity securities, borrowings from banks, cash from the exercise of options and warrants as well as proceeds from the divestiture of parts of the Company's businesses. The Company had cash, cash equivalents and short-term investments representing bank deposits of $3,442 (of which an amount of $105 has been pledged as securities for certain items) as of March 31, 2020. The Company believes that it has sufficient capital resources to fund its operations for at least the next 12 months. Further, as disclosed in Note 10A, subsequent to the balance sheet date the Company received funds in a total amount of $1,200 in consideration for the issuance of 6,000,000 ordinary shares, all in accordance with the terms and provisions of the Agreement (as defined in Note 10A below). In connection with the outbreak of the Corona Virus (COVID-19) ("COVID-19"), the Company has taken steps to protect its workforce in Israel, the United States, Poland, South Africa and elsewhere. Such steps include work from home where possible, minimizing face-to-face meetings and utilizing video conference as much as possible, social distancing at facilities and elimination of all international travel. The Company continues to comply with all local health directives. As of the reporting date, the main impact of the COVID-19 pandemic is a decrease in the Company's revenues derived from Mass Transit activity in the Polish market. The decrease of approximately $300 in this operation, that was relatively stable during the year preceding the COVID-19 outbreak, started mainly in March 2020 and is expected to continue for the foreseeable future. As a response to this effect, the Company has taken steps to reduce some costs that are not essential under the current circumstances. Another impact of COVID-19 has been on product delivery, where components' procurement lead time is longer and a shortage in components has grown as the duration of the COVID-19 pandemic has continued. As long as the COVID-19 pandemic continues, the components' lead time may be longer than normal and shortage in components may continue or get worse. Therefore, the Company maintains a comprehensive network of world-wide suppliers. As for the Company's Retail activity, the Company has seen a higher interest from a growing number of potential customers and partners as they forecasted that the need for the Company's products will grow, yet execution of closing is still slow due to the current business environment. It is difficult to predict what other impacts the COVID-19 pandemic may have on the Company. Subsequent to the balance sheet date, based on Polish government regulations introduced in relation to the COVID-19 pandemic, ASEC S.A. (Spolka Akcyjna), the Polish subsidiary of the Company (hereinafter – "ASEC"), received the consent of PKO Bank Polski, a Polish bank (hereinafter – "the Lender"), to postpone the maturity date of a secured loan, provided to ASEC in May 2019, in the amount of $ |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies These interim unaudited condensed consolidated financial statements have been prepared according to the same accounting policies as those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 Recent accounting pronouncements 1. In June 2016, issued (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326). The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The Company currently does not expect the adoption of this accounting standard to have a material impact on its consolidated financial statements 2. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This ASU, among other things, removes the exception to the incremental approach for intraperiod allocation of tax expense when a company has a loss from continuing operations and income from other items that are not included in continuing operations, such as income from discontinued operations, or income recorded in other comprehensive income. The general rule under Accounting Standards Update (“ASC”) 740-20-45-7 is that the tax effect of pretax income or loss from continuing operations should be determined by a computation that does not consider the tax effects of items that are not included in continuing operations. Previously, companies could consider the impact on a loss from continuing operations of items in discontinued operations or other comprehensive income. However, under the amended guidance, companies should not consider the effect of items outside of continuing operations in calculating the tax effect on continuing operations. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, with the amendments to be applied on a retrospective, modified retrospective or prospective basis, depending on the specific amendment. The Company |
Other Receivables and Prepaid E
Other Receivables and Prepaid Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Other Receivables and Prepaid Expenses [Abstract] | |
Other Receivables and Prepaid Expenses | Note 3 - Other Receivables and Prepaid Expenses March 31 December 31 2020 2019 Government institutions $ 404 $ 414 Prepaid expenses 301 224 Receivables under contractual obligations to be transferred to others (*) 94 330 Suppliers advance 549 544 Other receivables 253 310 $ 1,601 $ 1,822 (*) The Company’s subsidiary in Poland is required to collect certain fees that are to be transferred to local authorities. |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities, Current [Abstract] | |
Other Current Liabilities | Note 4 - Other Current Liabilities March 31 December 31 2020 2019 Employees and related expenses $ 596 $ 613 Accrued expenses 809 887 Customer advances 908 111 Short-term liabilities due to operating leases and current maturities 734 686 Other current liabilities (*) 290 757 $ 3,337 $ 3,054 (*) See Note 6A(5). |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 5 - Leases The Company leases a limited number of assets, mainly offices and cars for use in its operations. The Company adopted the accounting standard ASC 842 "Leases" and all the related amendments on January 1, 2019 and used the effective date as Company's date of initial application. As of March 31, 2020, right-of-use assets due to operating leases are $3,728 (as of December 31, 2019 - $2,134) and the liabilities due to operating leases are $3,595 (as of December 31, 2019 - $2,169), out of which $2,861 are classified as long-term liabilities and $734 are classified as current liabilities (see Note 4). The right-of-use assets and the liabilities due to operating leases as of March 31, 2020, include assets and liabilities in the amount of $1,787 and $1,732, respectively, that derive from the lease commencement of the headquarters office in Yokne'am, Israel (in lieu of the previous leased headquarters building in Rosh Pina) in January 2020. The operating lease period of this office is five years (excluding the extension-period, as mentioned in the agreement). The total annual rent expenses of this building, including management fees and excluding construction costs-reimbursement payments, is approximately NIS 595 ($167) during the lease period and approximately NIS 654 ($183) during the extension-period, if extended. The construction costs-reimbursement payments are approximately NIS 2,913 ($817), out of which 50% will be paid during the lease period. If the Company leases this office during the extension-period of five years, the rest of the 50% costs-reimbursement payments will be paid during the extension-period. Otherwise, the rest of the 50% costs- reimbursement payments will be paid at the end of 2024. The Company includes renewal options that it is reasonably certain to exercise in the measurement of the lease liabilities. The remaining operating lease periods of the leases range from less than one year to ten years as of March 31, 2020. The weighted average remaining lease term is 3.4 years as of March 31, 2020. The following is a schedule of the maturities of operating lease liabilities for the next five years as of March 31, 2020, and thereafter, as were taken into account in the calculation of the operating lease liabilities as of March 31, 2020: Remainder of 2020 $ 737 2021 857 2022 688 2023 405 2024 327 Thereafter 1,191 Total leases payments 4,205 Less - discount 610 Operating lease liabilities $ 3,595 As of March 31, 2020, the weighted average discount rate of the operating leases is approximately 5%. Operating lease costs and cash paid during the three months ended March 31, 2020 and 2019, for amounts included in the measurement of the lease liabilities were approximately $262 and $180, respectively. Operating lease costs include fixed payments and variable payments that depend on an index or rate. There are no other significant variable lease payments. The Company does not have any material leases, individually or in the aggregate, classified as a finance leasing arrangement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies A. Legal claims 1. In June 2013, prior to the Company's divestiture of its SmartID division, Merwell Inc. ("Merwell") filed a claim against the Company before an agreed-upon arbitrator alleging breach of contract in connection with certain commissions claimed to be owed to Merwell with respect to the division's activities in Tanzania. These activities, along with all other activities of the SmartID division, were later assigned to and assumed by SuperCom in its purchase of the division. SuperCom undertook to indemnify the Company and hold it harmless against any liabilities the Company may incur in connection with Merwell's consulting agreement and the arbitration. An arbitration decision was issued on February 21, 2016, awarding Merwell approximately $855 for outstanding commissions, plus expenses and legal fees. The arbitration decision had been appealed and the appeal was denied on June 17, 2018. In order to collect the award, Merwell filed a motion against the Company and the Nazareth District Court issued a judgment requiring the Company to pay Merwell an amount of NIS 5,080 (approximately $1,370) that was paid by the Company on January 8, 2019. As mentioned above, based on the agreement with SuperCom from April 2016 (which was granted an effect of a court judgment), SuperCom is liable for all the costs and liabilities arising out of this claim. Since SuperCom failed to pay the Company the amounts due, in February 2019 the Company initiated an arbitration process to collect from SuperCom, the amount paid to Merwell, as well as any complementary amounts, as may be ordered in the future. Despite the fact that, based on the assessment of the Company's external legal counsel, the likelihood to succeed in the arbitration process (or other legal procedure in that matter) is high, the Company did not record an indemnification asset as of March 31, 2020 and December 31, 2019, in accordance with accounting standard ASC 450, Contingencies. 2. On June 12, 2019, Merwell submitted a complementary claim against the Company in arbitration, with respect to the additional financial details that Merwell claims that the Company was ordered to provide according to the arbitration verdict from February 21, 2016, and additional payments that Merwell claims that the Company is obligated to pay Merwell. The said financial details refer to the quantity of smart driving licenses that Merwell claims were issued in the later period of a project in Tanzania in which Merwell claims to have provided services to the Company. Merwell claims that despite the Company's failure to provide the details, Merwell obtained the details independently from other sources, and they indicate that the Company is obligated to pay Merwell an additional amount of approximately $1,618, and there might be additional amounts to be claimed in the future, as additional information might be found from time to time. On March 4, 2020, the Company submitted a response to this complementary claim, rejecting Merwell's claims. As mentioned above, the Company is conducting in parallel a separate arbitration process against SuperCom in that matter, as the Company deems SuperCom to be liable for all the costs and liabilities arising out of this claim. Based on the assessment of the Company's external legal counsel, given the preliminary stage of the procedure, it is difficult, at this point, to estimate the chances of Merwell's claims for a complementary arbitration verdict. 3. In October 2013, a financial claim was filed against the Company and its then French subsidiary, Parx France (in this paragraph, together, the "Defendants"), in the Commercial Court of Paris, France (in this paragraph, the "Court"). The sum of the claim is €1,500 (approximately $1,641) and is based on the allegation that the plaintiff sustained certain losses in connection with Defendants not granting the plaintiff exclusive marketing rights to distribute and operate the Defendants' PIAF Parking System in Paris and the Ile of France. On October 25, 2017, the Court issued its ruling in this matter dismissing all claims against the Company but ordering Parx France to pay the plaintiff €50 ($55) plus interest in damages plus another approximately €5 ($6) in other fees and penalties. The Company offered to pay the amounts mentioned above to the plaintiff in consideration for not filing future appeals. The Plaintiff rejected this offer and filed an appeal against Parx France and the Company claiming the sum of €503 ($550) plus interest and expenses. On November 7, 2019, the Company's external legal counsel concluded that the appeal was inadmissible, and that it believed that the opposing claims would be dismissed. The appeal hearing was scheduled for May 4, 2020. However, due to the Corona Virus outbreak, all hearings are currently suspended until at least May 11, 2020 and there is no certainty with respect to the new date of the appeal hearing. Based on the assessment of the Company's external legal counsel, the Company's management is of the opinion that the chances of the appeal being approved against the Company are low. 4. In July 2019, the Company received a request (the "Request"), to allow a petitioner to submit a class action, which concerns the petitioner's claims that, inter alia, through the EasyPark card, drivers are permitted to exceed the quota of permitted hours in accordance with the instructions of various local authorities in Israel. The Request was submitted against a company (the "Buyer's Company") incorporated by the buyer of the assets (including the parking activity) of the Israeli subsidiaries of the Company (the "Company's Subsidiaries") and against two other companies that operate technological means for payment for public parking spaces scattered throughout the cities. Since the majority of potential claims against the Company's Subsidiaries relate to the period following the sale of the Company's Subsidiaries' assets, including the parking activity, it appears that the Company's exposure through this channel is limited. Furthermore, even if payment will be required, the buyer would be liable for the majority of such payment. Therefore the Company will not participate in such procedure at this stage. Based on the assessment of the Company's external legal counsel, the exposure of the Company is low. 5. During the year ended December 31, 2017, the Company recorded income of approximately $1,600 based on a judgment issued by the Israeli Central District Court regarding the Company's lawsuit against Harel Insurance Company Ltd. ("Harel") for damages incurred by the Company due to flooding in a subcontractor's manufacturing site in 2011. The judgment determined that this amount of $1,600, net be awarded to cover the Company's damages. On October 10, 2017, Harel submitted its appeal of the judgment to the Israeli Supreme Court as well as a request for stay of judgment. On January 26, 2020, Harel and the Company agreed to the offer of the Israeli Supreme Court, as made by way of settlement in which the Company will pay back to Harel the sum of NIS 1,907 (approximately $553) in three monthly equal installments starting February 26, 2020. Accordingly, the Company recorded loss of $71 and $482 within the net loss from continuing operations and within the net loss from discontinued operations, respectively, in the fourth quarter of 2019. As of May 12, 2020, we paid all the settlement amount. 6. Regarding an additional legal claim, see Notes 1C(1). B. Guarantees As of March 31, 2020 |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 7 – Revenues Disaggregation of revenue The following tables disaggregates the Company’s revenue by major source based on categories that depict its nature and timing as reviewed by management for the three months ended March 31, 2020 : Three months ended March 31 2020 Retail and Mass Transit Ticketing Petroleum Total Cashless payment products (A) $2,469 $ - $2,469 Complete cashless payment solutions (B): Sales of products (B1) 314 571 885 Licensing fees, transaction fees and 870 227 1,097 1,184 798 1,982 Total revenues $ 3,653 $ 798 $ 4,451 Three months ended March 31 2019 Retail and Mass Transit Ticketing Petroleum Total Cashless payment products (A) $ (*)784 $ - $ (*)784 Complete cashless payment solutions (B): Sales of products (B1) (*)192 505 (*)697 Licensing fees, transaction fees and 1,217 315 1,532 (*)1,409 820 (*)2,229 Total revenues $ 2,193 $ 820 $ 3,013 (*) Reclassified Performance obligations Below is a listing of performance obligations for the Company’s main revenue streams: A. Cashless payment products – The performance obligation is the selling of contactless payment products. Most of those products are Near Field Communication (NFC) readers. For such sales the performance obligation, transfer of control and revenue recognition occur when the products are delivered. B. Complete cashless payment solutions – The complete solution includes selling of products and complementary services, as follows: 1. Sales of products – ● Selling of contactless payment products (see A above) together with payment gateways and machine-to-machine controllers. ● Selling of petroleum payment solutions including site and vehicle equipment. For such sales, the performance obligation, transfer of control and revenue recognition occur when the products are delivered. 2. Licensing fees, transaction fees and services - The types of arrangements and their main performance obligations are as follows: ● To provide terminal management system licensing for software that is responsible for remote terminal management and cloud-based software licensing which provide data insights. For such services, the revenue recognition occurs as the services are rendered since the performance obligation is satisfied over time. ● To enable loading and sale of electronic contactless and paper cards. For such transaction fees, the revenue recognition occurs on the transaction date. ● To provide technical and customer services for products. For such services, the performance obligation is satisfied over time and therefore revenue recognition occurs as the services are rendered. The Company includes a warranty in connection with certain contracts with customers, which are not considered to be separate performance obligations. The cost to the Company of this warranty is insignificant. Contract balances March 31 December 31 2020 2019 Trade receivables, net of allowance for doubtful accounts $ 3,043 $ 2,430 Customer advances $ 908 $ 111 Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Transaction price and variable consideration The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. In certain arrangements with variable consideration, revenue is recognized over time as it is mainly attributed to ongoing services provided. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | Note 8 – Discontinued operations As described in Note 1C, the Company divested its interest in the SmartID division and its Medismart activity, and presented these activities as discontinued operations. Three months ended March 31 2020 2019 Revenues $ - $ - Expenses (11 ) (193 ) Net loss from discontinued operations $ (11 ) $ (193 ) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 9 - Fair Value of Financial Instruments The Company's financial instruments consist mainly of cash and cash equivalents, short-term interest bearing investments, accounts receivable, restricted deposits for employee benefits, accounts payable and short-term and long-term loans. Fair value for the measurement of financial assets and liabilities is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: ● Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. By distinguishing between inputs that are observable in the market place, and therefore more objective, and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company, in estimating fair value for financial instruments, determined that the carrying amounts of cash and cash equivalents, trade receivables, short and long term bank loans and trade payables are equivalent to, or approximate their fair value due to the short-term maturity of these instruments. The carrying amounts of variable interest rate long-term loans are equivalent or approximate to their fair value as they bear interest at approximate market rates. As of March 31, 2020, the Company held approximately $805 of short-term bank deposits (as of December 31, 2019 - $2,305). As of March 31, 2020 and December 31, 2019, short-term deposits in the amount of $105 have been pledged as security in respect of guarantees granted and cannot be pledged to others or withdrawn without the consent of the bank. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | Note 10 – Equity A. Share capital On December 23, 2019, the Company entered into a share purchase agreement (hereinafter – the “Agreement”) with Jerry L Ivy, Jr. Descendants Trust (hereinafter - “Ivy”) and two other investors who are members of the Company’s Board of Directors (collectively together with Ivy – “Investors”). The Agreement relates to a private placement of an aggregate of up to 12,500,000 ordinary shares of the Company for aggregate gross proceeds to the Company of up to $2,500. As part of this Agreement, in December 2019 and January 2020, the Company issued 5,460,000 and 1,040,000 ordinary shares, respectively, for aggregate gross proceed of $1,092 and $208, respectively. The issuance costs were approximately $111 during the second half of 2019. The issuance costs in the three months ended March 31, 2020 were $8. Under the terms of the Agreement and following the issuance of those shares, the Company appointed one representative to its Board of Directors, designated by Ivy. Also, pursuant to the Agreement, Ivy has a right to purchase any future equity securities offered by the Company, except with respect to certain exempt issuances as set forth in the Agreement. The issuance of the remaining 6,000,000 ordinary shares (hereinafter – the “Subsequent Closing”) for aggregate gross proceeds of $1,200 took place in April 2020, following the approval by the Company’s shareholders on April 14, 2020, of the resolutions detailed below, that were required for the consummation of the Subsequent Closing under the Agreement and the applicable law: (i) an increase in the number of the ordinary shares authorized for issuance from 50,000,000 to 100,000,000; (ii) the issuance of the ordinary shares to Ivy following which Ivy will hold 25% or more of the total voting rights at general meetings of the shareholders of the Company; and (iii) the election of the representative designated by Ivy to the Company’s Board of Directors. In addition, pursuant to the terms of the Agreement, on May 5, 2020, after the consummation of the Subsequent Closing, the Company’s Board of Directors appointed an additional representative designated by Ivy. The appointment of such designee shall remain valid through the next general meeting of the Company’s shareholders or as set forth in the Articles of Association of the Company. B. Stock option plans During each of the three-month periods ended March 31, 2020 and March 31, 2019, 204,000 and 100,000 options were granted, respectively. The vesting period for the options is three years. The exercise prices for the options that were granted during the three months ended March 31, 2020 and March 31, 2019, are $0.28 and $0.70, respectively. Those options expire up to five years after the date of grant. Any options which are forfeited or cancelled before expiration become available for future grants under the Company’s option plan. The fair value of each option granted to employees during the three months ended March 31, 2020 and March 31, 2019 was estimated on the date of grant, using the Black-Scholes model and the following assumptions: Three months ended 2020 2019 Expected dividend yield 0 % 0 % Expected volatility 102.45 % 79 % Risk-free interest rate 0.65 % 2.47 % Expected life - in years 2.44 2.44 1. Dividend yield of zero percent for all periods. 2. Expected average volatility represents a weighted average standard deviation rate for the price of the Company's ordinary shares on Nasdaq and on the OTCQX market, as applicable. 3. Risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. 4. Estimated expected lives are based on historical grants data. The Company’s options activity (including options to non-employees) and options outstanding and options exercisable as of December 31, 2019 and March 31, 2020, are summarized in the following table: Number of options outstanding Weighted average exercise price per share Outstanding – December 31, 2019 809,000 $ 0.93 Options granted 204,000 0.28 Options expired or forfeited (5,000 ) 1.68 Outstanding – March 31, 2020 1,008,000 0.79 Exercisable as of: December 31, 2019 505,657 $ 1.06 March 31, 2020 500,657 $ 1.05 The weighted average fair value of options granted during the three months ended March 31, 2020 and during the three months ended March 31, 2019 is $0.11 and $0.25, respectively, per option. The aggregate intrinsic value of outstanding options as of March 31, 2020 and December 31, 2019 is zero. The aggregate intrinsic value of exercisable options as of March 31, 2020 and December 31, 2019 is zero. The following table summarizes information about options outstanding and exercisable (including options to non-employees) as of March 31, 2020: Options outstanding Options Exercisable Number Weighted Number Weighted outstanding average Weighted Outstanding average Weighted as of remaining Average as of remaining Average March 31, contractual Exercise March 31, contractual Exercise Range of exercise price ($) 2020 life (years) Price ($) 2020 life (years) Price ($) 0.28-0.90 537,000 3.92 0.48 110,995 1.53 0.77 1.07-1.68 471,000 2.18 1.14 389,662 2.08 1.13 1,008,000 3.11 500,657 1.96 As of March 31, 2020, there was approximately $100 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of approximately 1.17 years. During the three months ended March 31, 2020, and March 31, 2019, the Company recorded stock-based compensation expenses in the amount of $12 and $46, respectively, in accordance with ASC 718, “Compensation-Stock Compensation.” C Stock options and warrants in the amounts of 1,008,000 and 1,595,666 outstanding as of March 31, 2020 and 2019, respectively, have been excluded from the calculation of the diluted net loss per ordinary share because all such securities have an anti-dilutive effect for all periods presented. |
Operating Segments
Operating Segments | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Operating segments | Note 11 - Operating segments For the purposes of allocating resources and assessing performance in order to improve profitability, the Company's chief operating decision maker (“CODM”) examines two segments which are the Company's strategic business units: (1) Retail and Mass Transit Ticketing; and (2) Petroleum. Information regarding the results of each reportable segment is included below based on the internal management reports that are reviewed by the CODM. Three months ended March 31, 2020 Retail and Mass Transit Ticketing Petroleum Total Revenues $ 3,653 $ 798 $ 4,451 Reportable segment gross profit * 2,045 323 2,368 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (189 ) Stock-based compensation (1 ) Gross profit for the period in the consolidated financial statement $ 2,178 Three months ended March 31, 2019 Retail and Mass Transit Ticketing Petroleum Total Revenues $ 2,193 $ 820 $ 3,013 Reportable segment gross profit * 1,498 346 1,844 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (200 ) Stock-based compensation (1 ) Gross profit for the period in the consolidated financial statement $ 1,643 * Gross profit as reviewed by the CODM, represents gross profit, adjusted to exclude depreciation and stock-based compensation . |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 12 – Subsequent events 1. In April 2020, the Company’s shareholders approved an increase in the Company’s authorized share capital, by NIS 5,000,000, divided into 50,000,000 ordinary share of NIS 0.1 par value per share, to NIS 10,000,000, divided into 100,000,000 ordinary shares of NIS 0.1 par value per share, see Note 10A. 2. Regarding the issuance of 6,000,000 ordinary shares for aggregate gross proceed of $1,200 in April 2020, see Note 10A. 3. In April 2020 the Company granted an aggregate of 580,000 options to its Chief Executive Officer and to one of its directors. The exercise price of 480,000 options is $0.2 per share and the exercise price of 100,000 options is $0.35 per share. The rest of the terms of those options are similar to the terms of options granted during the three months ended March 31, 2020, as mentioned in Note 10B. 4. Regarding a change in the maturity term of a bank loan, see Note 1D. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent accounting pronouncements 1. In June 2016, issued (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326). The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. The Company currently does not expect the adoption of this accounting standard to have a material impact on its consolidated financial statements 2. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This ASU, among other things, removes the exception to the incremental approach for intraperiod allocation of tax expense when a company has a loss from continuing operations and income from other items that are not included in continuing operations, such as income from discontinued operations, or income recorded in other comprehensive income. The general rule under Accounting Standards Update (“ASC”) 740-20-45-7 is that the tax effect of pretax income or loss from continuing operations should be determined by a computation that does not consider the tax effects of items that are not included in continuing operations. Previously, companies could consider the impact on a loss from continuing operations of items in discontinued operations or other comprehensive income. However, under the amended guidance, companies should not consider the effect of items outside of continuing operations in calculating the tax effect on continuing operations. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, with the amendments to be applied on a retrospective, modified retrospective or prospective basis, depending on the specific amendment. The Company |
Other Receivables and Prepaid_2
Other Receivables and Prepaid Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Receivables and Prepaid Expenses [Abstract] | |
Schedule of other receivables and prepaid expenses | March 31 December 31 2020 2019 Government institutions $ 404 $ 414 Prepaid expenses 301 224 Receivables under contractual obligations to be transferred to others (*) 94 330 Suppliers advance 549 544 Other receivables 253 310 $ 1,601 $ 1,822 (*) The Company’s subsidiary in Poland is required to collect certain fees that are to be transferred to local authorities. |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other Liabilities, Current [Abstract] | |
Schedule of other current liabilities | March 31 December 31 2020 2019 Employees and related expenses $ 596 $ 613 Accrued expenses 809 887 Customer advances 908 111 Short-term liabilities due to operating leases and current maturities 734 686 Other current liabilities (*) 290 757 $ 3,337 $ 3,054 (*) See Note 6A(5). |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of the maturities of operating lease liabilities | Remainder of 2020 $ 737 2021 857 2022 688 2023 405 2024 327 Thereafter 1,191 Total leases payments 4,205 Less - discount 610 Operating lease liabilities $ 3,595 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Three months ended March 31 2020 Retail and Mass Transit Ticketing Petroleum Total Cashless payment products (A) $2,469 $ - $2,469 Complete cashless payment solutions (B): Sales of products (B1) 314 571 885 Licensing fees, transaction fees and 870 227 1,097 1,184 798 1,982 Total revenues $ 3,653 $ 798 $ 4,451 Three months ended March 31 2019 Retail and Mass Transit Ticketing Petroleum Total Cashless payment products (A) $ (*)784 $ - $ (*)784 Complete cashless payment solutions (B): Sales of products (B1) (*)192 505 (*)697 Licensing fees, transaction fees and 1,217 315 1,532 (*)1,409 820 (*)2,229 Total revenues $ 2,193 $ 820 $ 3,013 (*) Reclassified |
Schedule of contract balances | March 31 December 31 2020 2019 Trade receivables, net of allowance for doubtful accounts $ 3,043 $ 2,430 Customer advances $ 908 $ 111 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of results of the discontinued operations | Three months ended March 31 2020 2019 Revenues $ - $ - Expenses (11 ) (193 ) Net loss from discontinued operations $ (11 ) $ (193 ) |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Black-Scholes model and assumptions | Three months ended 2020 2019 Expected dividend yield 0 % 0 % Expected volatility 102.45 % 79 % Risk-free interest rate 0.65 % 2.47 % Expected life - in years 2.44 2.44 |
Schedule of stock options activity | Number of options outstanding Weighted average exercise price per share Outstanding – December 31, 2019 809,000 $ 0.93 Options granted 204,000 0.28 Options expired or forfeited (5,000 ) 1.68 Outstanding – March 31, 2020 1,008,000 0.79 Exercisable as of: December 31, 2019 505,657 $ 1.06 March 31, 2020 500,657 $ 1.05 |
Schedule of options outstanding and exercisable | Options outstanding Options Exercisable Number Weighted Number Weighted outstanding average Weighted Outstanding average Weighted as of remaining Average as of remaining Average March 31, contractual Exercise March 31, contractual Exercise Range of exercise price ($) 2020 life (years) Price ($) 2020 life (years) Price ($) 0.28-0.90 537,000 3.92 0.48 110,995 1.53 0.77 1.07-1.68 471,000 2.18 1.14 389,662 2.08 1.13 1,008,000 3.11 500,657 1.96 |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of information regarding results of each reportable segment | Three months ended March 31, 2020 Retail and Mass Transit Ticketing Petroleum Total Revenues $ 3,653 $ 798 $ 4,451 Reportable segment gross profit * 2,045 323 2,368 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (189 ) Stock-based compensation (1 ) Gross profit for the period in the consolidated financial statement $ 2,178 Three months ended March 31, 2019 Retail and Mass Transit Ticketing Petroleum Total Revenues $ 2,193 $ 820 $ 3,013 Reportable segment gross profit * 1,498 346 1,844 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (200 ) Stock-based compensation (1 ) Gross profit for the period in the consolidated financial statement $ 1,643 * Gross profit as reviewed by the CODM, represents gross profit, adjusted to exclude depreciation and stock-based compensation . |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) $ in Thousands | Jun. 12, 2019 | Dec. 31, 2018USD ($) | Dec. 24, 2018 | Apr. 20, 2016 | Dec. 31, 2013USD ($) | Mar. 31, 2020USD ($)Segmentsshares | Jan. 31, 2020shares | Dec. 31, 2019USD ($)shares | Dec. 23, 2019shares |
Organization and Basis of Presentation (Textual) | |||||||||
Total purchase price in cash | $ 2,750 | $ 10,000 | |||||||
Additional purchase price | $ 12,500 | ||||||||
Settlement agreement resolving, description | The said financial details refer to the quantity of smart driving licenses that Merwell claims were issued in the later period of a project in Tanzania in which Merwell claims to have provided services to the Company. Merwell claims that despite the Company’s failure to provide the details, Merwell obtained the details independently from other sources, and they indicate that the Company is obligated to pay Merwell an additional amount of approximately $1,618, and there might be additional amounts to be claimed in the future, as additional information might be found from time to time. | The Company’s favor and denied SuperCom's claims. The arbitrator ordered SuperCom to disclose the financial information regarding the earn-out payments that the Company is entitled to receive, and to pay the Company accordingly, or otherwise pay the Company the maximum earn-out amount, which equals $1,500 minus the earn-out amounts that were already paid by SuperCom to the Company. The arbitration verdict was approved as a court’s verdict in June 2019, but SuperCom failed to disclose the financial information in the way it should have done according to the arbitration decision. | The purchaser of the Smart ID division, SuperCom Ltd. (“SuperCom”), and the Company entered into a settlement agreement resolving certain litigation between SuperCom and the Company pursuant to which SuperCom paid the Company $2,050 and agreed to pay the Company up to $1,500 in accordance with and subject to a certain earn-out mechanism. | ||||||
Number of operating segments | Segments | 2 | ||||||||
Operating lease description | The remaining operating lease periods of the leases range from less than one year to ten years as of March 31, 2020. | ||||||||
Description of loan agreement | The maturity date of a secured loan, provided to ASEC in May 2019, in the amount of $2,000, by six months to November 22, 2020 instead of May 23, 2020, as the loan agreement provided. The loan will be payable in full on maturity (with the option of early repayment by ASEC) and the interest of 1-month LIBOR plus 1.8% is paid on a monthly basis. | ||||||||
Accumulated deficit | $ (217,501) | $ (216,832) | |||||||
Short-term bank credit and current maturities of long-term bank loans | 2,609 | 2,478 | |||||||
Short-term investments bank deposits | 3,442 | ||||||||
Short-term bank deposit pledged as security | $ 105 | $ 105 | |||||||
Ordinary Shares issued | shares | 6,000,000 | 1,040,000 | 5,460,000 | 2,500 | |||||
Gross Proceeds | $ 1,200 | ||||||||
Decrease of revenue, description | The main impact of the COVID-19 pandemic, as predicted at the early stage, is a decrease in the Company’s revenues derived from Mass Transit activity in the Polish market. The decrease of approximately $300 in this operation, that was relatively stable during the year preceding the COVID-19 outbreak, started mainly in March 2020 and is expected to continue for the foreseeable future. |
Other Receivables and Prepaid_3
Other Receivables and Prepaid Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Other Receivables and Prepaid Expenses [Abstract] | |||
Government institutions | $ 404 | $ 414 | |
Prepaid expenses | 301 | 224 | |
Receivables under contractual obligations to be transferred to others | [1] | 94 | 330 |
Suppliers advance | 549 | 544 | |
Other receivables | 253 | 310 | |
Total other receivables and prepaid expenses | $ 1,601 | $ 1,822 | |
[1] | The Company's subsidiary in Poland is required to collect certain fees that are to be transferred to local authorities. |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Other Liabilities, Current [Abstract] | |||
Employees and related expenses | $ 596 | $ 613 | |
Accrued expenses | 809 | 887 | |
Customer advances | 908 | 111 | |
Short-term liabilities due to operating leases and current maturities | 734 | 686 | |
Other current liabilities | [1] | 290 | 757 |
Total other current liabilities | $ 3,337 | $ 3,054 | |
[1] | See Note 6A(5). |
Leases (Details)
Leases (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 737 |
2021 | 857 |
2022 | 688 |
2023 | 405 |
2024 | 327 |
Thereafter | 1,191 |
Total leases payments | 4,205 |
Less - discount | 610 |
Operating lease liabilities | $ 3,595 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Leases (Textual) | ||
Right-of-use assets due to operating leases | $ 3,728 | $ 2,134 |
Right-of-use liabilities due to operating leases | $ 3,595 | 2,169 |
Weighted average discount rate | 5.00% | |
Operating lease, cost | $ 262 | 180 |
Leases period, description | The remaining operating lease periods of the leases range from less than one year to ten years as of March 31, 2020. | |
Operating lease, term | 3 years 4 months 24 days | |
Long-term liabilities due to operating leases, net of current maturities | $ 2,861 | 1,483 |
Short-term liabilities due to operating leases and current maturities | 734 | $ 686 |
Yokne'am, Israe [Member] | ||
Leases (Textual) | ||
Right-of-use assets due to operating leases | 1,787 | |
Right-of-use liabilities due to operating leases | $ 1,732 | |
Leases period, description | The operating lease period of this office is five years (excluding the extension-period, as mentioned in the agreement). The total annual rent expenses of this building, including management fees and excluding construction costs-reimbursement payments, is approximately NIS 595 ($167) during the lease period and approximately NIS 654 ($183) during the extension-period, if extended. The construction costs-reimbursement payments are approximately NIS 2,913 ($817), out of which 50% will be paid during the lease period. If the Company leases this office during the extension-period of five years, the rest of the 50% costs-reimbursement payments will be paid during the extension-period. Otherwise, the rest of the 50% costs- reimbursement payments will be paid at the end of 2024. |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Thousands, $ in Thousands | Jun. 12, 2019 | Jan. 08, 2019USD ($) | Jan. 26, 2020 | Dec. 24, 2018 | Oct. 25, 2017USD ($) | Oct. 25, 2017EUR (€) | Apr. 20, 2016 | Feb. 21, 2016USD ($) | Oct. 31, 2013USD ($) | Oct. 31, 2013EUR (€) | Mar. 31, 2020USD ($) | Dec. 31, 2017USD ($) |
Commitments and Contingencies (Textual) | ||||||||||||
Guarantees to secure customer advances | $ 376 | |||||||||||
Guarantees expiration dates description | The expiration dates of the guarantees range from May 2020 to September 2021. | |||||||||||
Payment of interest plus and cost | $ 55 | |||||||||||
Other fees and penalties | $ 6 | |||||||||||
Legal claims | The said financial details refer to the quantity of smart driving licenses that Merwell claims were issued in the later period of a project in Tanzania in which Merwell claims to have provided services to the Company. Merwell claims that despite the Company’s failure to provide the details, Merwell obtained the details independently from other sources, and they indicate that the Company is obligated to pay Merwell an additional amount of approximately $1,618, and there might be additional amounts to be claimed in the future, as additional information might be found from time to time. | The Company’s favor and denied SuperCom's claims. The arbitrator ordered SuperCom to disclose the financial information regarding the earn-out payments that the Company is entitled to receive, and to pay the Company accordingly, or otherwise pay the Company the maximum earn-out amount, which equals $1,500 minus the earn-out amounts that were already paid by SuperCom to the Company. The arbitration verdict was approved as a court’s verdict in June 2019, but SuperCom failed to disclose the financial information in the way it should have done according to the arbitration decision. | The purchaser of the Smart ID division, SuperCom Ltd. (“SuperCom”), and the Company entered into a settlement agreement resolving certain litigation between SuperCom and the Company pursuant to which SuperCom paid the Company $2,050 and agreed to pay the Company up to $1,500 in accordance with and subject to a certain earn-out mechanism. | |||||||||
Damages awarded value | $ 1,600 | |||||||||||
Settlement agreement court, description | Harel and the Company agreed to the offer of the Israeli Supreme Court, as made by way of settlement in which the Company will pay back to Harel the sum of NIS 1,907 (approximately $553) in three monthly equal installments starting February 26, 2020. Accordingly, the Company recorded loss of $71 and $482 within the net loss from continuing operations and within the net loss from discontinued operations, respectively, in the fourth quarter of 2019. | |||||||||||
EUR [Member] | ||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||
Payment of interest plus and cost | € | € 50 | |||||||||||
Other fees and penalties | € | € 5 | |||||||||||
Merwell Inc. [Member] | ||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||
Outstanding commissions arbitration | $ 855 | |||||||||||
Payment of interest plus and cost | $ 1,370 | |||||||||||
Merwell Inc. [Member] | NIS [Member] | ||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||
Payment of interest plus and cost | $ 5,080 | |||||||||||
Parx France [Member] | ||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||
Financial claim field | $ 573 | |||||||||||
Legal claims, description | A financial claim was filed against the Company and its then French subsidiary, Parx France (in this paragraph, together, the “Defendants”), in the Commercial Court of Paris, France (in this paragraph, the “Court”). The sum of the claim is €1,500 (approximately $1,641) and is based on the allegation that the plaintiff sustained certain losses in connection with Defendants not granting the plaintiff exclusive marketing rights to distribute and operate the Defendants’ PIAF Parking System in Paris and the Ile of France. On October 25, 2017, the Court issued its ruling in this matter dismissing all claims against the Company but ordering Parx France to pay the plaintiff €50 ($55) plus interest in damages plus another approximately €5 ($6) in other fees and penalties. The Company offered to pay the amounts mentioned above to the plaintiff in consideration for not filing future appeals. The Plaintiff rejected this offer and filed an appeal against Parx France and the Company claiming the sum of €503 ($550) plus interest and expenses. | A financial claim was filed against the Company and its then French subsidiary, Parx France (in this paragraph, together, the “Defendants”), in the Commercial Court of Paris, France (in this paragraph, the “Court”). The sum of the claim is €1,500 (approximately $1,641) and is based on the allegation that the plaintiff sustained certain losses in connection with Defendants not granting the plaintiff exclusive marketing rights to distribute and operate the Defendants’ PIAF Parking System in Paris and the Ile of France. On October 25, 2017, the Court issued its ruling in this matter dismissing all claims against the Company but ordering Parx France to pay the plaintiff €50 ($55) plus interest in damages plus another approximately €5 ($6) in other fees and penalties. The Company offered to pay the amounts mentioned above to the plaintiff in consideration for not filing future appeals. The Plaintiff rejected this offer and filed an appeal against Parx France and the Company claiming the sum of €503 ($550) plus interest and expenses. | ||||||||||
Parx France [Member] | EUR [Member] | ||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||
Financial claim field | € | € 503 | |||||||||||
French Company [Member] | ||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||
Financial claim field | $ 1,641 | |||||||||||
French Company [Member] | EUR [Member] | ||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||
Financial claim field | € | € 1,500 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | |||
Disaggregation of Revenue [Line Items] | ||||
Cashless payment products | [1] | $ 2,469 | $ 784 | [2] |
Complete cashless payment solutions: | ||||
Sales of products | [3],[4] | 885 | 697 | [2] |
Licensing fees, transaction fees and services | [3],[5] | 1,097 | 1,532 | |
Total | [3] | 1,982 | 2,229 | [2] |
Total revenues | 4,451 | 3,013 | ||
Petroleum [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Cashless payment products | [1] | |||
Complete cashless payment solutions: | ||||
Sales of products | [3],[4] | 571 | 505 | |
Licensing fees, transaction fees and services | [3],[5] | 227 | 315 | |
Total | [3] | 798 | 820 | |
Total revenues | 798 | 820 | ||
Retail and Mass Transit Ticketing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Cashless payment products | [1] | 2,469 | 784 | [2] |
Complete cashless payment solutions: | ||||
Sales of products | [3],[4] | 314 | 192 | [2] |
Licensing fees, transaction fees and services | [3],[5] | 870 | 1,217 | |
Total | [3] | 1,184 | 1,409 | [2] |
Total revenues | $ 3,653 | $ 2,193 | ||
[1] | Cashless payment products - The performance obligation is the selling of contactless payment products. Most of those products are Near Field Communication (NFC) readers. For such sales the performance obligation, transfer of control and revenue recognition occur when the products are delivered. | |||
[2] | Reclassified | |||
[3] | Complete cashless payment solutions - The complete solution includes selling of products and complementary services, as follows: 1. Sales of products - Selling of contactless payment products (see A above) together with payment gateways and machine-to-machine controllers. Selling of petroleum payment solutions including site and vehicle equipment. For such sales, the performance obligation, transfer of control and revenue recognition occur when the products are delivered. 2. Licensing fees, transaction fees and services - The types of arrangements and their main performance obligations are as follows: To provide terminal management system licensing for software that is responsible for remote terminal management and cloud-based software licensing which provide data insights. For such services, the revenue recognition occurs as the services are rendered since the performance obligation is satisfied over time. To enable loading and sale of electronic contactless and paper cards. For such transaction fees, the revenue recognition occurs on the transaction date. To provide technical and customer services for products. For such services, the performance obligation is satisfied over time and therefore revenue recognition occurs as the services are rendered. | |||
[4] | Sales of products Selling of contactless payment products (see A above) together with payment gateways and machine-to-machine controllers. Selling of petroleum payment solutions including site and vehicle equipment. For such sales, the performance obligation, transfer of control and revenue recognition occur when the products are delivered. | |||
[5] | Licensing fees, transaction fees and services - The types of arrangements and their main performance obligations are as follows: To provide terminal management system licensing for software that is responsible for remote terminal management and cloud-based software licensing which provide data insights. For such services, the revenue recognition occurs as the services are rendered since the performance obligation is satisfied over time. To enable loading and sale of electronic contactless and paper cards. For such transaction fees, the revenue recognition occurs on the transaction date. To provide technical and customer services for products. For such services, the performance obligation is satisfied over time and therefore revenue recognition occurs as the services are rendered. |
Revenues (Details 1)
Revenues (Details 1) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Trade receivables, net of allowance for doubtful accounts | $ 3,043 | $ 2,430 |
Customer advances | $ 908 | $ 111 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenues | ||
Expenses | (11) | (193) |
Net (loss) profit from discontinued operations | $ (11) | $ (193) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value of Financial Instruments (Textual) | ||
Short-term bank deposits | $ 805 | $ 2,305 |
Short-term bank deposit pledged as security | $ 105 | $ 105 |
Equity (Details)
Equity (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 102.45% | 79.00% |
Risk-free interest rate | 0.065% | 2.47% |
Expected life - in years | 2 years 5 months 9 days | 2 years 5 months 9 days |
Equity (Details 1)
Equity (Details 1) - Stock Option Plans [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Number of options outstanding | ||
Outstanding - Beginning Balance | 809,000 | |
Options granted | 204,000 | |
Options expired or forfeited | (5,000) | |
Outstanding - Ending Balance | 1,008,000 | |
Exercisable | 500,657 | 500,657 |
Weighted average exercise price per share | ||
Outstanding - Beginning Balance | $ 0.93 | |
Options granted | 0.28 | |
Options expired or forfeited | 1.68 | |
Outstanding - Ending Balance | 0.79 | |
Exercisable | $ 1.06 | $ 1.05 |
Equity (Details 2)
Equity (Details 2) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Options outstanding | |
Number Outstanding | shares | 1,008,000 |
Weighted average remaining contractual life (years) | 3 years 1 month 9 days |
Options exercisable | |
Number outstanding | shares | 500,657 |
Weighted average remaining contractual life (years) | 1 year 11 months 15 days |
Excercise Price Range One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $ 0.28 |
Exercise price, upper limit | $ 0.90 |
Options outstanding | |
Number Outstanding | shares | 537,000 |
Weighted average remaining contractual life (years) | 3 years 11 months 1 day |
Weighted Average Exercise Price | $ 0.48 |
Options exercisable | |
Number outstanding | shares | 110,995 |
Weighted average remaining contractual life (years) | 1 year 6 months 10 days |
Weighted Average Exercise Price | $ 0.77 |
Excercise Price Range Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | 1.07 |
Exercise price, upper limit | $ 1.68 |
Options outstanding | |
Number Outstanding | shares | 471,000 |
Weighted average remaining contractual life (years) | 2 years 2 months 5 days |
Weighted Average Exercise Price | $ 1.14 |
Options exercisable | |
Number outstanding | shares | 389,662 |
Weighted average remaining contractual life (years) | 2 years 29 days |
Weighted Average Exercise Price | $ 1.13 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 23, 2019 | |
Equity (Textual) | ||||||
Stock-based compensation expenses | $ 12 | $ 46 | ||||
Stock options and warrants outstanding | 1,008,000 | 1,595,666 | ||||
Share purchase agreement | 1,040,000 | 5,460,000 | 6,000,000 | 5,460,000 | 2,500 | |
Aggregate gross proceed | $ 1,092 | $ 208 | $ 200 | |||
Issuance costs | $ 8 | |||||
Shares capital Agreement | The issuance of the remaining 6,000,000 ordinary shares (hereinafter – the “Subsequent Closing”) for aggregate gross proceeds of $1,200 took place in April 2020, following the approval by the Company’s shareholders on April 14, 2020, of the resolutions detailed below, that were required for the consummation of the Subsequent Closing under the Agreement and the applicable law: (i) an increase in the number of the ordinary shares authorized for issuance from 50,000,000 to 100,000,000; (ii) the issuance of the ordinary shares to Ivy following which Ivy will hold 25% or more of the total voting rights at general meetings of the shareholders of the Company; and (iii) the election of the representative designated by Ivy to the Company’s Board of Directors. | |||||
Common Stock [Member] | ||||||
Equity (Textual) | ||||||
Aggregate gross proceed | $ 30 | |||||
Issuance costs | $ 8 | $ 111 | ||||
Private Placement [Member] | ||||||
Equity (Textual) | ||||||
Share purchase agreement | 12,500,000 | |||||
Employee Stock Option [Member] | ||||||
Equity (Textual) | ||||||
Options granted | 204,000 | 100,000 | ||||
Weighted average fair value of options granted | $ 0.11 | $ 0.25 | ||||
Aggregate intrinsic value of outstanding options | 0 | $ 0 | 0 | |||
Aggregate intrinsic value of exercisable options | $ 0 | 0 | $ 0 | |||
Unrecognized compensation cost | $ 100 | |||||
Unrecognized compensation cost, weighted-average period | 1 year 2 months 1 day | |||||
Vesting period for the options terms | 3 years | |||||
Exercise prices | $ 0.28 | $ 0.70 | ||||
Options expires terms | 5 years |
Operating Segments (Details)
Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Segment Reporting Information [Line Items] | |||
Revenues | $ 4,451 | $ 3,013 | |
Reportable segment gross profit | [1] | 2,368 | 1,844 |
Reconciliation of reportable segment gross profit to gross profit for the period | |||
Depreciation | (189) | (200) | |
Stock-based compensation | (1) | (1) | |
Gross profit for the period in the consolidated financial statement | 2,178 | 1,643 | |
Petroleum [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 798 | 820 | |
Reportable segment gross profit | [1] | 323 | 346 |
Retail and Mass Transit Ticketing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 3,653 | 2,193 | |
Reportable segment gross profit | [1] | $ 2,045 | $ 1,498 |
[1] | Gross profit as reviewed by the CODM, represents gross profit, adjusted to exclude depreciation and stock-based compensation. |
Operating Segments (Details Tex
Operating Segments (Details Textual) | 3 Months Ended |
Mar. 31, 2020Segments | |
Operating Segments (Textual) | |
Number of reportable segments | 2 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||||
Apr. 30, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 23, 2019 | |
Subsequent Events (Textual) | |||||
Ordinary Shares issued | 6,000,000 | 1,040,000 | 5,460,000 | 2,500 | |
Gross Proceeds | $ 1,200 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Ordinary Shares issued | 6,000,000 | ||||
Gross Proceeds | $ 1,200 | ||||
Aggregate granted options | 580,000 | ||||
Ordinary share, description | The Company’s shareholders approved an increase in the Company’s authorized share capital, by NIS 5,000,000, divided into 50,000,000 ordinary share of NIS 0.1 par value per share, to NIS 10,000,000, divided into 100,000,000 ordinary shares of NIS 0.1 par value per share, see Note 10A. | ||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||
Subsequent Events (Textual) | |||||
Options granted | 480,000 | ||||
Exercise prices | $ 0.2 | ||||
Subsequent Event [Member] | Director [Member] | |||||
Subsequent Events (Textual) | |||||
Options granted | 100,000 | ||||
Exercise prices | $ 0.35 |