Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 10, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | ON TRACK INNOVATIONS LTD | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 53,824,377 | |
Amendment Flag | false | |
Entity Central Index Key | 0001021604 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-49877 | |
Entity Incorporation, State or Country Code | L3 | |
Entity Interactive Data Current | Yes |
Interim Unaudited Condensed Con
Interim Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 979 | $ 1,377 |
Short-term investments | 105 | 105 |
Trade receivables (net of allowance for doubtful accounts of $608 and $620 as of March 31, 2021 and December 31, 2020, respectively) | 1,759 | 1,148 |
Other receivables and prepaid expenses | 645 | 695 |
Inventories | 2,369 | 2,479 |
Assets from discontinued operations - held for sale | 6,559 | 6,358 |
Total current assets | 12,416 | 12,162 |
Non-current assets | ||
Long term restricted deposit for employee benefits | 493 | 511 |
Severance pay deposits | 396 | 411 |
Property, plant and equipment, net | 715 | 752 |
Intangible assets, net | 229 | 247 |
Right-of-use assets due to operating leases | 2,723 | 2,903 |
Total non-current assets | 4,556 | 4,824 |
Total Assets | 16,972 | 16,986 |
Current Liabilities | ||
Short-term bank credit and current maturities of long-term bank loans | 1,109 | 542 |
Convertible short-term loan from a controlling shareholder | 8 | 625 |
Trade payables | 1,507 | 1,667 |
Other current liabilities | 2,347 | 2,283 |
Liabilities from discontinued operations - held for sale | 5,959 | 5,829 |
Total current liabilities | 10,930 | 10,946 |
Long-Term Liabilities | ||
Long-term loans, net of current maturities | 8 | 14 |
Long-term liabilities due to operating leases, net of current maturities | 2,097 | 2,343 |
Accrued severance pay | 949 | 977 |
Total long-term liabilities | 3,054 | 3,334 |
Total Liabilities | 13,984 | 14,280 |
Commitments and Contingencies, see note 6 | ||
Equity | ||
Ordinary shares of NIS 0.1 par value: Authorized – 100,000,000 shares as of March 31, 2021 and December 31, 2020; issued: 55,003,076 shares as of March 31, 2021 and December 31, 2020; outstanding: 53,824,377 shares as of March 31, 2021 and December 31, 2020 | 1,423 | 1,423 |
Additional paid-in capital | 230,789 | 227,209 |
Treasury shares at cost - 1,178,699 shares as of March 31, 2021 and December 31, 2020 | (2,000) | (2,000) |
Accumulated other comprehensive loss | (1,098) | (961) |
Accumulated deficit | (226,126) | (222,965) |
Total Equity | 2,988 | 2,706 |
Total Liabilities and Equity | $ 16,972 | $ 16,986 |
Interim Unaudited Condensed C_2
Interim Unaudited Condensed Consolidated Balance Sheets (Parentheticals) $ in Thousands | Mar. 31, 2021USD ($)shares | Mar. 31, 2021₪ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020₪ / shares |
Statement of Financial Position [Abstract] | ||||
Allowance for doubtful accounts, net (in Dollars) | $ | $ 608 | $ 620 | ||
Ordinary shares, par value (in New Shekels per share) | ₪ / shares | ₪ 0.1 | ₪ 0.1 | ||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | ||
Ordinary shares, shares issued | 55,003,076 | 55,003,076 | ||
Ordinary shares, shares outstanding | 53,824,377 | 53,824,377 | ||
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, 2021 | Mar. 31, 2020 | [1] | |
Revenues | |||
Sales | $ 2,387 | $ 3,343 | |
Software as a Service (“SaaS”) | 382 | 324 | |
Total revenues | 2,769 | 3,667 | |
Cost of revenues | |||
Cost of sales | 1,366 | 2,021 | |
Total cost of revenues | 1,366 | 2,021 | |
Gross profit | 1,403 | 1,646 | |
Operating expenses | |||
Research and development | 838 | 893 | |
Selling and marketing | 605 | 698 | |
General and administrative | 746 | 802 | |
Total operating expenses | 2,189 | 2,393 | |
Operating loss from continuing operations | (786) | (747) | |
Loss from change in fair value of embedded derivative | (1,974) | ||
Other financial income, net | 4 | 176 | |
Financial (expenses) income, net | (1,970) | 176 | |
Loss from continuing operations before taxes on income | (2,756) | (571) | |
Income tax benefits (expenses), net | 13 | (5) | |
Loss from continuing operations | (2,743) | (576) | |
Loss from discontinued operations | (418) | (93) | |
Net loss | $ (3,161) | $ (669) | |
Basic and diluted net loss attributable to shareholders per ordinary share | |||
From continuing operations (in Dollars per share) | $ (0.05) | $ (0.01) | |
From discontinued operations (in Dollars per share) | (0.01) | [2] | |
Total (in Dollars per share) | $ (0.06) | $ (0.01) | |
Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share (in Shares) | 53,824,377 | 47,790,091 | |
[1] | Reclassified to conform with the current period presentation, see Note 1C(2). | ||
[2] | 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, 2021 | Mar. 31, 2020 | [1] | |
Total comprehensive loss: | |||
Net loss | $ (3,161) | $ (669) | |
Exchange differences on translation of foreign continuing operations | (85) | 18 | |
Exchange differences on translation of foreign discontinued operations | (52) | (312) | |
Total comprehensive loss | $ (3,298) | $ (963) | |
[1] | Reclassified to conform with the current period presentation, see Note 1C(2). |
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, 2019 | $ 1,226 | $ 225,970 | $ (2,000) | $ (974) | $ (216,832) | $ 7,390 | |
Balance (in Shares) at Dec. 31, 2019 | 47,963,076 | ||||||
Issuance of shares, net of issuance costs of $8 | $ 30 | 170 | 200 | ||||
Issuance of shares, net of issuance costs of $8 (in Shares) | 1,040,000 | ||||||
Stock-based compensation | 12 | 12 | |||||
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 (in Shares) at Mar. 31, 2020 | 49,003,076 | ||||||
Balance at Dec. 31, 2020 | $ 1,423 | 227,209 | (2,000) | (961) | (222,965) | 2,706 | |
Balance (in Shares) at Dec. 31, 2020 | 55,003,076 | ||||||
Classification of embedded derivative from liability to equity | [1] | 3,566 | 3,566 | ||||
Stock-based compensation | 14 | 14 | |||||
Foreign currency translation adjustments | (137) | (137) | |||||
Net loss | (3,161) | (3,161) | |||||
Balance at Mar. 31, 2021 | $ 1,423 | $ 230,789 | $ (2,000) | $ (1,098) | $ (226,126) | $ 2,988 | |
Balance (in Shares) at Mar. 31, 2021 | 55,003,076 | ||||||
[1] | See Note 5 |
Interim Unaudited Condensed C_6
Interim Unaudited Condensed Consolidated Statements of Changes in Equity (Parentheticals) $ 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, 2021 | Mar. 31, 2020 | [1] | |||
Cash flows from continuing operating activities | |||||
Net loss from continuing operations | $ (2,743) | $ (576) | |||
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 | 14 | 12 | |||
Accrued interest and linkage differences, net | (169) | (156) | |||
Transaction expenses related to convertible short-term loan received from shareholders | 10 | ||||
Loss from change in fair value of embedded derivative | 1,974 | ||||
Depreciation and amortization | 100 | 108 | |||
Deferred tax benefits, net | (13) | (11) | |||
Changes in operating assets and liabilities: | |||||
Change in accrued severance pay, net | (13) | (8) | |||
Increase in trade receivables, net | (764) | (867) | |||
Decrease in other receivables and prepaid expenses | 50 | 55 | |||
Decrease in inventories | 110 | 386 | |||
(Decrease) increase in trade payables | (169) | 429 | |||
Increase in other current liabilities | 152 | 596 | |||
Net cash used in continuing operating activities | (1,461) | (32) | |||
Cash flows from continuing investing activities | |||||
Purchase of property and equipment and intangible assets | (29) | (103) | |||
Change in short-term investments, net | 1,509 | ||||
Net cash (used in) provided by continuing investing activities | (29) | 1,406 | |||
Cash flows from continuing financing activities | |||||
(Decrease) increase in short-term bank credit, net | (1,160) | 111 | |||
Convertible short-term loan received from shareholders, net of transaction expenses | 961 | ||||
Repayment of long-term loans | (2) | (5) | |||
Proceeds from issuance of shares, net of issuance costs | 200 | ||||
Net cash (used in) provided by continuing financing activities | (201) | 306 | |||
Net cash provided by (used in) discontinued operating activities | 3 | (1,434) | |||
Net cash provided by (used in) discontinued investing activities | 2,091 | (66) | |||
Net cash provided by discontinued financing activities | 49 | ||||
Total net cash provided by (used in) discontinued operations | 2,094 | (1,451) | |||
Effect of exchange rate changes on cash and cash equivalents | (98) | (135) | |||
Increase in cash, cash equivalents and restricted cash | 305 | 94 | |||
Cash, cash equivalents and restricted cash - beginning of the period | [2] | 2,499 | 2,648 | ||
Cash, cash equivalents and restricted cash - end of the period | [2] | 2,804 | 2,742 | ||
Cash paid during the period for: | |||||
Interest paid | 22 | [3] | 23 | ||
Income taxes paid | 31 | [4] | |||
Income tax refund received | 6 | ||||
Supplemental disclosures of non-cash flow information | |||||
Payables due to transaction expenses related to convertible short-term loan received from shareholders | 38 | ||||
Payables due to purchase of property and equipment and intangible assets | 30 | 62 | |||
Payables due to purchase of property and equipment and intangible assets from discontinued operations - held for sale | 112 | [4] | |||
Classification of embedded derivative from liability to equity | $ 3,566 | ||||
[1] | Reclassified to conform with the current period presentation, see Note 1C(2). | ||||
[2] | Including cash and cash equivalents from discontinued operations held for sale. See also Note 8. | ||||
[3] | Including $7 that derives from discontinued operations. | ||||
[4] | Derives from discontinued operations. |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
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 quoted for trading on the OTCQX market (formerly listed on the Nasdaq Capital Market until October 31, 2019). At March 31, 2021, the Company operates in two operating segments: (a) Retail, and (b) Petroleum (see Note 11). The Company completed the sale of its Mass Transit Ticketing operation in April 2021, subsequent to the balance sheet date (see Note 1C(2)). The Company has determined that the sale of the Mass Transit Ticketing business qualifies as held for sale and as a discontinued operation as of March 31, 2021 and December 31, 2020. 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 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, 2020. 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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 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. 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 approximately $1,300 that reflects the maximum earn-out amount that has not yet been paid to the Company by SuperCom. 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). On January 21, 2021, after conclusion of the evidence phase in the arbitration, and after the Company already filed its summaries, SuperCom submitted new documents claiming that these include the missing financial information. Following the submission of these documents, on February 9, 2021, the Company submitted an application claiming that implementing the contractual sanction mechanism on the amounts presented in these documents testifies to the Company’s entitlement to the maximum earn-out amount, and, therefore, the arbitrator is requested to order that the parties will complete their summaries and then a verdict will be given. On March 8, 2021, the arbitrator accepted the Company’s application and on April 11, 2021, the Company submitted complementary summaries. The Company is now awaiting the submission of SuperCom’s summaries, following which the Company may submit a response summary. 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, 2021 and 2020. 2. On March 29, 2021 the Company entered into an agreement (the “Sale Agreement”) for the sale of 100% of the issued and outstanding share capital of its wholly owned Polish subsidiary, ASEC S.A. (“ASEC”), with Vector Software SP. Z O.O. (the “Buyer”). ASEC is headquartered in Krakow, Poland, and has been conducting the Company’s Mass Transit Ticketing business in Europe. The sale of ASEC was completed on April 21, 2021. The Company has determined that the sale of the Mass Transit Ticketing business qualifies as held for sale and as a discontinued operation as of March 31, 2021 and December 31, 2020. 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. In addition, assets and liabilities of the Polish subsidiary and assets and liabilities related to the Mass Transit Ticketing operation that have not yet been actually sold as of March 31, 2021, are presented as assets and liabilities held for sale in the balance sheets as of March 31, 2021 and December 31, 2020. The consideration for ASEC after reduction of some working capital adjustments, as agreed in April 2021, is approximately $2,700, out of which: (I) approximately $2,100 (the “First Installment”), was transferred from the Buyer to ASEC at the end of March 2021 in order to repay Polish bank loans, out of which approximately $1,700 was repaid as of March 31, 2021 and a loan of approximately $400 was repaid at the beginning of April 2021. The First Installment is presented as held for sale in the balance sheet as of March 31, 2021, and as cash provided by discontinued investing activities in the statements of cash flows for the three months ended March 31, 2021; and (II) $600 (the “Net Consideration”) was paid by the Buyer to the Company in April 2021 and increased the Company’s financial resources. As of March 31, 2021, the Company recognized a loss from impairment of assets in amount of $29 that reflects the difference between the book value of ASEC’s assets, net of liabilities, and the Net Consideration. The Sale Agreement contains customary representations and warranties, as well as covenants, including an undertaking the Company provided not to compete with the business of ASEC for a period of five years after the closing and an undertaking to indemnify ASEC and the Buyer for certain damages. The Company’s liability is limited to the purchase price actually paid by the Buyer. D. Liquidity and Capital Resources The Company has had recurring losses and has an accumulated deficit as of March 31, 2021 of $226,126. The Company also has a payable balance on its short-term bank loans, that is due within the next 12 months, of $1,109 and a convertible short-term loan from shareholders of $1,600 (out of which only an amount of $8 is presented as liability), that, if not converted, would mature in the second quarter of 2021 (see also Note 5) as of March 31, 2021. This amount does not include short-term loans held for sale. Since inception, the Company’s principal sources of liquidity have been revenues, proceeds from sales of equity securities (regarding to the issuance of shares during last two years, see Note 10), borrowings from banks, government and shareholders, including convertible loans, proceeds 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 $1,084 (of which an amount of $105 has been pledged as security for certain items), excluding cash and cash equivalents held for sale, as of March 31, 2021. The recent deterioration in the coronavirus (“COVID-19”) pandemic situation in Poland led to an almost complete stop to the Company’s Mass Transit Ticketing sales business, which negatively impacted the Company’s cash flow since March 2020. On April 21, 2021, subsequent to the balance sheet date, the Company completed the sale of ASEC, including its Mass Transit Ticketing activity - see Note 1C(2). Further, in December 2020 and January 2021, the Company borrowed a loan, in two tranches aggregating $1,600, from its controlling shareholder and another shareholder that, if not converted, would mature in the second quarter of 2021. The Company’s management has taken cost reduction steps, including material reductions in the salaries of its management and employees, and has been working for the past few months on updating the Company’s strategy for the coming years in order to realize its potential, resume its growth, and ultimately create shareholder value. The Company is attempting to raise additional funds and to increase its cash. The Company commenced a rights offering in April 2021, which expires in May 2021 – See Note 10B. Based on the commitment letter of the Company’s controlling shareholder pursuant to which it committed to exercise its basic subscription rights as part of the rights offering and its over-subscription privilege for up to approximately $2,800 in the aggregate, subject, however, to the limitations as mentioned in Note 10B, the Company believes that the Company has sufficient capital resources to fund its operations for at least the next 12 months. In addition, the Company engaged an investment bank to explore strategic options and is investing resources in this process. In connection with the outbreak of COVID-19, the Company has taken steps to protect its workforce in Israel, the United States, Poland, South Africa and elsewhere. Such steps include working from home where possible, minimizing face-to-face meetings, 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. So far, the main direct impact of the COVID-19 pandemic was a decrease in the Company’s revenues derived from Mass Transit Ticketing activity in the Polish market. The revenues from this operation, that were relatively stable during the year preceding the COVID-19 outbreak, decreased by $295 in the first quarter of 2021 compared to the first quarter of 2020, mainly due to lockdowns and other restrictions and consequences of the COVID-19 as started in March 2020. On April 21, 2021, the Company sold ASEC, including its Mass Transit Ticketing activity, as mentioned above. The results, including the revenues, and the cash flows of the Mass Transit Ticketing 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. 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. 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies Except as described in Note 2A below, 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, 2020 A. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This ASU, among other things, removes the exception to the incremental approach for intra-period 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 Codification (“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 Company adopted ASU 2019-12 as of January 1, 2021. The adoption of this accounting standard did not have a material effect on our financial position, results of operations and cash flows. B. Recent accounting pronouncements 1. In June 2016, the FASB 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 August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This pronouncement simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU simplifies accounting for convertible instruments by removing major separation models required under current accounting standard. In addition, the ASU removes certain settlement conditions that are required for equity contracts to qualify for it and simplifies the diluted earnings per share calculations in certain areas. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted for annual period beginning after December 15, 2020. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. |
Other Receivables and Prepaid E
Other Receivables and Prepaid Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Receivables and Prepaid Expenses | Note 3 - Other Receivables and Prepaid Expenses March 31 December 31 2021 2020 Government institutions $ 43 $ 104 Prepaid expenses 252 257 Suppliers advance 293 227 Other receivables 57 107 $ 645 $ 695 |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Current Liabilities | Note 4 - Other Current Liabilities March 31 December 31 2021 2020 Employees and related expenses $ 691 $ 516 Accrued expenses 882 811 Customer advances 31 142 Short-term liabilities due to operating leases and current maturities 713 762 Other current liabilities 30 52 $ 2,347 $ 2,283 |
Convertible short-term loan fro
Convertible short-term loan from shareholders | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible short-term loan from shareholders | Note 5 - Convertible short-term loan from shareholders On December 9, 2020, the Company entered into a loan financing agreement (the “Loan Agreement”), with Jerry L. Ivy, Jr., Descendants’ Trust (“Ivy”, or the “Lender”), the Company’s Controlling Shareholder (as such term is defined under the Israeli Companies Law, 5759-1999, as amended (the “Companies Law”)). The Loan Agreement provides that the Lender will extend a loan to the Company in the amount of up to $1,500, payable in two tranches: one of $625 at the initial closing that took place on December 17, 2020, and the other of $875 at the second closing that took place on January 28, 2021. The amount lent under the Loan Agreement is secured pursuant to a debenture (the “Debenture”) by a first priority floating charge over all the Company’s tangible or intangible assets and other property, the Company owns, subject only to certain permitted security interests, as set forth in Loan Agreement. The amount lent under the Loan Agreement and all accrued interest matures on June 17, 2021 (the “Maturity Date”), and will be payable in full on the Maturity Date, provided that the maturity date can be extended by six months at the sole option of Ivy. The amount lent bears interest on all outstanding principal at an interest rate of 8.0% per annum, or the Interest; provided, however, that upon an extension of the maturity period beyond the Maturity Date, the Interest will automatically increase, effective as of the Maturity Date, to the rate of 10.0% per annum. Also, in case of an extension of the Maturity Date, the accrued interest for the first six months for which the Loan Amount has been outstanding will be payable by the Company to the Lender at the time of the extension, and the accrued Interest for the extension period will be payable by the Company on the extended maturity date. In addition, the Company may repay the amount lent, in whole and not in part, and any accrued Interest thereon, at any time prior to the Maturity Date (as it may be extended), in its sole discretion. On March 2, 2021, the Company obtained shareholders’ approval to the grant of a right to Ivy, pursuant to which, at any time prior to the repayment in full of the amount lent, together with Interest accrued and all other amounts outstanding under the Agreement (the “Secured Amount”), Ivy will be entitled, at its sole discretion, to demand to convert (the “Conversion Right”) the entire Secured Amount into the Company’s Ordinary Shares, at a price per share equal to the lower of (a) $0.20 per share (subject to adjustment in the event of any bonus shares, combinations or splits) and (b) a price per share reflecting a discount to the average closing bid price of an Ordinary Share over the 20 trading days preceding the Initial Closing (the “Benchmark Price”) ($0.248), as follows: (i) if conversion occurs until March 17, 2021 (no later than three months after the initial closing), the conversion price per share will be $0.1984 (reflects discount of 20% of the Benchmark Price); (ii) if conversion occurs between March 18, 2021, and June 17, 2021 (more than three months but no later than six months after the initial closing), the conversion price per share will be $0.1736 (reflects discount of 30% of the Benchmark Price); (iii) if conversion occurs after June 17, 2021 (more than six months after the initial closing (to the extent extended in accordance with the terms of the Loan Agreement)), the conversion price per share will be $0.124 (reflects discount of 50% of the Benchmark Price); and (iv) if conversion occurs upon an event of default, the conversion price per share will be $0.124 (reflects discount of 50% of the Benchmark Price). Pursuant to the Loan Agreement, the Conversion Right will become effective only following the approval thereof by the shareholders of the Company in accordance with the requirements of the Companies Law, which approval applies to a controlling shareholder transaction that includes a private offering that may increase the holdings of a controlling shareholder to and above 45% of the share capital of the Company, and will be deemed of no force or effect at any time prior to obtaining such Shareholders’ Approval, if at all. The Company obtained such shareholders’ approval on March 2, 2021. The Loan Agreement includes customary events of default, including, among others, failures to repay any amounts due to the Lender, breaches or defaults under the terms of the Agreement, etc. If an event of default occurs, the Secured Amount shall immediately become due and payable, without the need for any notice by the Lender. The Loan Agreement was subsequently amended to allow for an additional lender (“the additional lender”) to lend $100 under the same terms as Ivy. Accordingly, the aggregate gross amount the Company received under the Loan Agreement is $1,600, out of which $975 took place as part of the second closing on January 28, 2021. In accordance with ASC 815-15-25, Derivatives and Hedging, the conversion feature (“the conversion component”) was considered embedded derivative instrument. Since, as described above, the conversion component was required to be approved by the shareholders of the Company, the conversion component did not qualify for the scope exception under ASC 815-10-15-74(a). Therefore, the conversion component is to be recorded separately from the loan component. The conversion component is measured both initially and in subsequent periods until obtaining the shareholders’ approval of the Conversion Right, at fair value, with changes in fair value charged to finance expenses, net. The fair value of the conversion component at the initial closing, December 17, 2020, was estimated using the Trinomial model based on the assumptions, as follows: Expected volatility (%) 125.2 % Risk-free interest rate (%) 0.09 % Expected dividend yield 0 % Contractual term (years) 0.500 Conversion price (US dollars per share) 0.124 Underlying Share price (US dollars per share) 0.220 Based on the Trinomial model, the fair value of the conversion component of the initial closing was $617 as of December 17, 2020. Accordingly, the loan component at the initial closing was $8 as of December 17, 2020. There were no significant changes in the model assumptions as of December 31, 2020, compared to the assumptions as of December 17, 2020, as mentioned above. Therefore, the conversion component and the loan component were $617 and $8, respectively, as of December 31, 2020. Both components were presented as Convertible short-term loan from a controlling shareholder within the short-term liabilities as of December 31, 2020. The fair value of the conversion component at the second closing, January 28, 2021, was estimated using the Trinomial model based on the assumptions, as follows: Expected volatility (%) 103.23 % Risk-free interest rate (%) 0.075 % Expected dividend yield 0 % Contractual term (years) 0.386 Conversion price (US dollars per share) 0.124 Underlying Share price (US dollars per share) 0.240 Based on the Trinomial model, the entire proceeds of the second closing in amount of $975 were allocated to the conversion component and the residual balance of the of the loan component of the second closing is zero. The table below summarizes the balances of the conversion components and the loan components of the initial closing and the second closing, as follows: Conversion Loan Total Initial closing $ 617 $ 8 $ 625 Second closing 975 - 975 $ 1,592 $ 8 $ 1,600 On March 2, 2021, the Company obtained shareholders’ approval of the Conversion Right. At this shareholders meeting date, the fair value of the conversion component of both the initial closing and second closing was estimated using the Trinomial model based on the assumptions, as follows: Expected volatility (%) 107.34 % Risk-free interest rate (%) 0.044 % Expected dividend yield 0 % Contractual term (years) 0.296 Conversion price (US dollars per share) 0.124 Underlying Share price (US dollars per share) 0.390 The change in the fair value of the conversion component is as follows: Conversion component Fair value before the shareholders’ approval date $ 1,592 Change in fair value (*) 1,974 Fair value at the shareholders’ approval date $ 3,566 (*) This amount is recorded as loss from change in fair value of embedded derivative as part of the financial expenses in the statements of operations. Following the shareholders’ approval of the Conversion Right on March 2, 2021, the conversion component is qualifying for the scope exception under ASC 815-10-15-74(a). In accordance with ASC 815-15-35-4, since the embedded conversion option in the convertible debt no longer meets the bifurcation criteria, the fair value of the conversion component, in the amount of $3,566, was reclassified from short-term liability to shareholders equity at this approval date. Additional financial expenses derive from the convertible loan are summarized in the table, as follows: Three months ended March 31, December 31, Transaction expenses $ 10 $ 90 Interest expenses (*) 26 2 $ 36 $ 92 (*) Including interest expenses of $25 and $2 to Ivy, the controlling shareholder, during the three months ended March 31, 2021, and December 31, 2020, respectively. The accrued interest expenses are included in ‘other current liabilities’. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
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, as well as a right to receive additional information from the Company regarding an additional engagement period in Tanzania and a right to possibly receive additional amounts from the Company, if at all, according to the information that will be provided. 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, 2021, and December 31, 2020, 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. On September 16, 2020, Merwell filed a request to amend the additional amount claimed from approximately $1,618 to approximately $3,012. On April 8, 2021, the arbitrator ordered the parties to submit their written testimonies – Merwell by May 8, 2021, and the Company by June 8, 2021. 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 $1,760) 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 ($59) plus interest in damages plus another approximately €5 ($6) in other fees and penalties. As, in accordance with the sale agreement signed between the Company and Parx France, the Company is liable and shall indemnify Parx France for any amount ruled against it as part of that claim, 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 ($590) 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 case was pleaded before the Court and the Court is to provide its decision by July 1, 2021. 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 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. The Company has been responding to a Subpoena from the Department of Justice and a document request from the Securities and Exchange Commission relating to an inquiry concerning a press release the Company issued on December 18, 2017. The Company has produced the requested documents, participated in voluntary interviews, and is otherwise cooperating with the inquiry. At present, the Company has not been accused of any wrongdoing and it does not currently view the inquiry as material. 6. Regarding additional legal claims, see Note 1C(1). B. Other contingency The Company has entered into several research and development agreements, pursuant to which the Company received grants from the Israel Innovation Authority (“IIA”), and is therefore obligated to pay royalties to the IIA at a rate of 3%-3.5% of its sales up to the amounts granted (linked to the U.S. dollar with annual interest at LIBOR as of the date of approval, for programs approved from January 1, 1999 and thereafter). The total amount of grants received as of March 31, 2021, net of royalties paid, was approximately $3,400 (including accrued interest). No grants from the IIA were received during the three months ended March 31, 2021 and 2020. There is a dispute between the Company and the IIA in the amount of approximately NIS 3,571 ($1,071) including accrued interest (while the current debt to the IIA as presented in the Company’s financial statements amounts to approximately $167) due to a claim of the IIA about miscalculations in the amount of royalties paid by the Company and the revenues on which the Company must pay royalties. The Company has not yet completed its discussions with the IIA and intends to exhaust all options in order to resolve this matter in a favorable manner. Management believes that, at the current stage, it is more likely than not that a positive resolution will be applied to this dispute. Accordingly, no additional accrual has been recorded in the financial statements in respect of this matter. During the three months ended March 31, 2021 and 2020, there were no royalty expenses. C. Guarantees As of March 31, 2021, the Company granted a guarantee in amount of $105, with an expiration date in May 2024. In addition, as of March 31, 2021, the Company granted performance guarantees in amount of $278 related to the Mass Transit Ticketing activity. The expiration dates of those guarantees ranged from April 2021 to September 2021. Following the sale of ASEC (see Note 1C(2)), the Company is no longer subject to these guarantees in an amount of $278. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 7 – Revenues Disaggregation of revenue The following tables disaggregate 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, 2021 and 2020: Three months ended Retail Petroleum Total Cashless payment products (A) $ 1,524 $ - $ 1,524 Complete cashless payment solutions (B): Sales of products (B1) 421 239 660 SaaS and services (B2) 337 248 585 758 487 1,245 Total revenues $ 2,282 $ 487 $ 2,769 Three months ended Retail Petroleum Total Cashless payment products (A) $ 2,391 $ - $ 2,391 Complete cashless payment solutions (B): Sales of products (B1) 279 571 850 SaaS and other services (B2) 199 227 426 478 798 1,276 Total revenues $ 2,869 $ 798 $ 3,667 (*) Reclassified to conform with the current period presentation, see Note 1C(2). 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. SaaS and other 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 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 2021 2020 Trade receivables, net of allowance for doubtful accounts $ 1,759 $ 1,148 Customer advances $ 31 $ 142 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, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | Note 8 – Discontinued operations As described in Note 1C, the Company divested its interest in the Mass Transit Ticketing activity and the SmartID division and presented these activities as discontinued operations. Set forth below are the results of the discontinued operations: Three months ended 2021 (*) 2020 Revenues $ 488 $ 783 Expenses (877 ) (876 ) Other loss, net (29 ) - Net loss from discontinued operations $ (418 ) $ (93 ) (*) Reclassified to conform with the current period presentation, see Note 1C(2). The following table summarizes information about assets and liabilities from discontinued operations held for sale as of March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Assets held for sale from discontinued operations: Current assets: Cash and cash equivalents $ 1,720 $ 1,017 Trade receivables, net of allowance for doubtful accounts of $42 348 409 Other receivables and prepaid expenses 544 454 Inventories 384 392 Property, plant and equipment, net of impairment of $29 (see Note 1C(2)) 2,738 3,136 Intangible assets, net 326 370 Right-of-use assets due to operating leases 499 580 6,559 6,358 Liabilities held for sale from discontinued operations: Current liabilities: Short-term bank credit and current maturities of long-term loans 583 2,339 Trade payables 1,846 1,832 Other current liabilities 2,503 443 Long-term loans, net of current maturities (*) 608 642 Long-term liabilities due to operating leases, net of current maturities (*) 341 401 Deferred tax liability 78 172 5,959 5,829 (*) Those liabilities were received for a long-term (more than twelve months) in ASEC, but are presented as held for sale within the current assets as of March 31, 2021, and December 31, 2020, because the Company has determined that the sale of ASEC qualifies as held for sale and as a discontinued operation as of those dates. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
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-term bank credit 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. The liabilities held for sale include a long-term loan, that does not bear any interest, but taking into account the schedule of its maturities, its amount and the relatively current low market rates, the difference between its carrying amount and its fair value is insignificant. As of March 31, 2021, the Company held approximately $105 of short-term bank deposits (as of December 31, 2020 - $105). As of March 31, 2021, and December 31, 2020, 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. Derivatives Embedded derivatives are separated from the host contract and carried at fair value when (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, standalone instrument with the same terms would qualify as a derivative instrument. The derivative is measured both initially and in subsequent periods at fair value, with changes in fair value charged to financial expenses, net. As to embedded derivatives arising from the issuance of convertible debentures, see Note 5. Transaction expenses related to the embedded derivatives are recognized as financial expenses at the date of the initial recognition. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Equity | Note 10 – Equity A. Share capital On December 23, 2019, the Company entered into a share purchase agreement (the “Agreement”) with Ivy and two other investors (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 proceeds of $1,092 and $208, respectively. Under the term of the Agreement and following the issuance of those shares, the Company appointed one representative to its Board of Directors (the “Board”), 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 (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 Board. The issuance costs were approximately $39 and $111 during 2020 and 2019, respectively. The issuance costs were approximately $8 during the first quarter of 2020. In addition, pursuant to the terms of the Agreement, on May 5, 2020, after the consummation of the Subsequent Closing, the Board 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. Regarding a convertible loan that the Company received from Ivy in December 2020 and January 2021, see Note 5. B. Rights Offering We are currently conducting a rights offering (the “Rights Offering”), pursuant to a prospectus dated April 20, 2021, under which we are offering our shareholders the ability to exercise subscription rights and purchase, for every subscription right held by them as of April 14, 2021 (i.e. the record date), one ordinary share of the Company, at a purchase price of $0.174 per share, before the expiration of the Rights Offering, which is scheduled for May 19, 2021. In the event the Rights Offering will be fully subscribed for and exercised, the Company shall issue an amount of up to 18,965,517 ordinary shares for an aggregate amount of up to $3,300. For the purpose of securing a full subscription, Ivy, the Company’s controlling shareholder, has provided a commitment letter pursuant to which it committed to fully exercise its right, while additionally requesting to exercise additional rights un-subscribed for, for up to approximately $2,825 in the aggregate, subject, however, to the limitation that such holdings, including any of its affiliates, will not exceed 45% or more of the Company’s issued and outstanding share capital after conclusion of the Rights Offering (the “Backstop Commitment”). Ivy will not receive any fee in connection with the Backstop Commitment. As of the date of this Form 10-Q, Ivy and its affiliates own approximately 28.4% of our issued and outstanding shares. C. Stock option plans During each of the three-month periods ended March 31, 2021 and March 31, 2020, 632,500 and 204,000 options were granted, respectively. The vesting period for the options is three years. The average exercise prices for the options that were granted during the three months ended March 31, 2021 and March 31, 2020, are $0.23 and $0.28, 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, 2021 and March 31, 2020 was estimated on the date of grant, using the Black-Scholes model and the following assumptions: Three months ended 2021 2020 Expected dividend yield 0 % 0 % Expected volatility (average) 113.48 % 102.45 % Risk-free interest rate (average) 0.17 % 0.65 % Expected life - in years 2.50 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, 2020 and March 31, 2021, are summarized in the following table: Number of Weighted Outstanding – December 31, 2020 1,443,333 $ 0.54 Options granted 632,500 0.23 Options expired or forfeited (114,665 ) 0.72 Outstanding – March 31, 2021 1,961,168 $ 0.43 Exercisable as of: December 31, 2020 681,330 $ 0.83 March 31, 2021 685,014 $ 0.76 The weighted average fair value of options granted during the three months ended March 31, 2021 and during the three months ended March 31, 2020 is $0.14 and $0.11, respectively, per option. The aggregate intrinsic value of outstanding options as of March 31, 2021 and December 31, 2020 is $222 and $5, respectively. The aggregate intrinsic value of exercisable options as of March 31, 2021 and December 31, 2020 is $36 and $2, respectively. The following table summarizes information about options outstanding and exercisable (including options to non-employees) as of March 31, 2021: Options outstanding Options Exercisable Number Weighted Number Weighted outstanding average Weighted Outstanding average Weighted as of remaining Average as of remaining Average March 31, contractual Exercise March 31, contractual Exercise Range of exercise price ($) 2021 life (years) Price ($) 2021 life (years) Price ($) 0.20-0.90 1,605,168 4.20 0.28 329,014 3.72 0.35 1.07-1.22 356,000 1.11 1.13 356,000 1.11 1.13 1,961,168 3.64 685,014 2.36 As of March 31, 2021, there was approximately $168 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 1.53 years. During the three months ended March 31, 2021, and March 31, 2020, the Company recorded stock-based compensation expenses in the amount of $14 and $12, respectively, in accordance with ASC 718, Compensation-Stock Compensation. D Stock options and warrants in the amounts of 15,086,837 and 1,008,000 outstanding as of March 31, 2021 and 2020, 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, 2021 | |
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 (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 Retail Petroleum Total Revenues $ 2,282 $ 487 $ 2,769 Reportable segment gross profit (**) 1,179 233 1,412 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (8 ) Stock-based compensation (1 ) Gross profit for the period in the consolidated financial statement $ 1,403 Three months ended Retail Petroleum Total Revenues $ 2,869 $ 798 $ 3,667 Reportable segment gross profit (**) 1,333 323 1,656 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (9 ) Stock-based compensation (1 ) Gross profit for the period in the consolidated financial statement $ 1,646 (*) Reclassified to conform with the current period presentation, see Note 1C(2). (**) Gross profit as reviewed by the CODM, represents gross profit, adjusted to exclude depreciation and stock-based compensation . |
Related party
Related party | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party | Note 12 – Related party Regarding transactions and balances with a related party, Ivy, a controlling shareholder, see Notes 5, 10A and 10B. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 13 – Subsequent events 1. Regarding to completion of the sale of ASEC, including its Mass Transit Ticketing operation on April 21, 2021, see Notes 1C(2) and 8. 2. Regarding of the Company’s rights offering in April 2021, see Note 10B. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Recent accounting pronouncements | A. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This ASU, among other things, removes the exception to the incremental approach for intra-period 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 Codification (“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 Company adopted ASU 2019-12 as of January 1, 2021. The adoption of this accounting standard did not have a material effect on our financial position, results of operations and cash flows. B. Recent accounting pronouncements 1. In June 2016, the FASB 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 August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This pronouncement simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU simplifies accounting for convertible instruments by removing major separation models required under current accounting standard. In addition, the ASU removes certain settlement conditions that are required for equity contracts to qualify for it and simplifies the diluted earnings per share calculations in certain areas. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted for annual period beginning after December 15, 2020. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. |
Other Receivables and Prepaid_2
Other Receivables and Prepaid Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of other receivables and prepaid expenses | March 31 December 31 2021 2020 Government institutions $ 43 $ 104 Prepaid expenses 252 257 Suppliers advance 293 227 Other receivables 57 107 $ 645 $ 695 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of other current liabilities | March 31 December 31 2021 2020 Employees and related expenses $ 691 $ 516 Accrued expenses 882 811 Customer advances 31 142 Short-term liabilities due to operating leases and current maturities 713 762 Other current liabilities 30 52 $ 2,347 $ 2,283 |
Convertible short-term loan f_2
Convertible short-term loan from shareholders (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summarizes the balance of conversion components and loan components of the initial closing | Expected volatility (%) 125.2 % Risk-free interest rate (%) 0.09 % Expected dividend yield 0 % Contractual term (years) 0.500 Conversion price (US dollars per share) 0.124 Underlying Share price (US dollars per share) 0.220 Expected volatility (%) 103.23 % Risk-free interest rate (%) 0.075 % Expected dividend yield 0 % Contractual term (years) 0.386 Conversion price (US dollars per share) 0.124 Underlying Share price (US dollars per share) 0.240 Expected volatility (%) 107.34 % Risk-free interest rate (%) 0.044 % Expected dividend yield 0 % Contractual term (years) 0.296 Conversion price (US dollars per share) 0.124 Underlying Share price (US dollars per share) 0.390 |
Summarizes the balance of conversion components and loan components of the initial closing | Conversion Loan Total Initial closing $ 617 $ 8 $ 625 Second closing 975 - 975 $ 1,592 $ 8 $ 1,600 |
Schedule of changes in fair value of conversion component | Conversion component Fair value before the shareholders’ approval date $ 1,592 Change in fair value (*) 1,974 Fair value at the shareholders’ approval date $ 3,566 (*) This amount is recorded as loss from change in fair value of embedded derivative as part of the financial expenses in the statements of operations. |
Schedule of additional financial expenses derive from convertible loan | Three months ended March 31, December 31, Transaction expenses $ 10 $ 90 Interest expenses (*) 26 2 $ 36 $ 92 (*) Including interest expenses of $25 and $2 to Ivy, the controlling shareholder, during the three months ended March 31, 2021, and December 31, 2020, respectively. The accrued interest expenses are included in ‘other current liabilities’. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Three months ended Retail Petroleum Total Cashless payment products (A) $ 1,524 $ - $ 1,524 Complete cashless payment solutions (B): Sales of products (B1) 421 239 660 SaaS and services (B2) 337 248 585 758 487 1,245 Total revenues $ 2,282 $ 487 $ 2,769 Three months ended Retail Petroleum Total Cashless payment products (A) $ 2,391 $ - $ 2,391 Complete cashless payment solutions (B): Sales of products (B1) 279 571 850 SaaS and other services (B2) 199 227 426 478 798 1,276 Total revenues $ 2,869 $ 798 $ 3,667 |
Schedule of contract balances | March 31 December 31 2021 2020 Trade receivables, net of allowance for doubtful accounts $ 1,759 $ 1,148 Customer advances $ 31 $ 142 |
Discontinued operations (Tables
Discontinued operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Three months ended 2021 (*) 2020 Revenues $ 488 $ 783 Expenses (877 ) (876 ) Other loss, net (29 ) - Net loss from discontinued operations $ (418 ) $ (93 ) (*) Reclassified to conform with the current period presentation, see Note 1C(2). |
Schedule of assets and liabilities from discontinued operations held for sale | March 31, December 31, 2021 2020 Assets held for sale from discontinued operations: Current assets: Cash and cash equivalents $ 1,720 $ 1,017 Trade receivables, net of allowance for doubtful accounts of $42 348 409 Other receivables and prepaid expenses 544 454 Inventories 384 392 Property, plant and equipment, net of impairment of $29 (see Note 1C(2)) 2,738 3,136 Intangible assets, net 326 370 Right-of-use assets due to operating leases 499 580 6,559 6,358 Liabilities held for sale from discontinued operations: Current liabilities: Short-term bank credit and current maturities of long-term loans 583 2,339 Trade payables 1,846 1,832 Other current liabilities 2,503 443 Long-term loans, net of current maturities (*) 608 642 Long-term liabilities due to operating leases, net of current maturities (*) 341 401 Deferred tax liability 78 172 5,959 5,829 (*) Those liabilities were received for a long-term (more than twelve months) in ASEC, but are presented as held for sale within the current assets as of March 31, 2021, and December 31, 2020, because the Company has determined that the sale of ASEC qualifies as held for sale and as a discontinued operation as of those dates. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Black-Scholes model and assumptions | Three months ended 2021 2020 Expected dividend yield 0 % 0 % Expected volatility (average) 113.48 % 102.45 % Risk-free interest rate (average) 0.17 % 0.65 % Expected life - in years 2.50 2.44 |
Schedule of stock options activity | Number of Weighted Outstanding – December 31, 2020 1,443,333 $ 0.54 Options granted 632,500 0.23 Options expired or forfeited (114,665 ) 0.72 Outstanding – March 31, 2021 1,961,168 $ 0.43 Exercisable as of: December 31, 2020 681,330 $ 0.83 March 31, 2021 685,014 $ 0.76 |
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 ($) 2021 life (years) Price ($) 2021 life (years) Price ($) 0.20-0.90 1,605,168 4.20 0.28 329,014 3.72 0.35 1.07-1.22 356,000 1.11 1.13 356,000 1.11 1.13 1,961,168 3.64 685,014 2.36 |
Operating segments (Tables)
Operating segments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of information regarding results of each reportable segment | Three months ended Retail Petroleum Total Revenues $ 2,282 $ 487 $ 2,769 Reportable segment gross profit (**) 1,179 233 1,412 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (8 ) Stock-based compensation (1 ) Gross profit for the period in the consolidated financial statement $ 1,403 Three months ended Retail Petroleum Total Revenues $ 2,869 $ 798 $ 3,667 Reportable segment gross profit (**) 1,333 323 1,656 Reconciliation of reportable segment gross profit to gross profit for the period Depreciation (9 ) Stock-based compensation (1 ) Gross profit for the period in the consolidated financial statement $ 1,646 (*) Reclassified to conform with the current period presentation, see Note 1C(2). (**) 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. 13, 2013USD ($) | Apr. 30, 2021USD ($) | Mar. 29, 2021 | Apr. 30, 2016USD ($) | Apr. 20, 2016 | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Organization and Basis of Presentation (Details) [Line Items] | ||||||||
Number of operating segments | 2 | |||||||
Total purchase price in cash | $ 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 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. | ||||||
Maximum earn-out amount | $ 1,300 | |||||||
Sale of stock percentage | 100.00% | |||||||
Business undertaking period | 5 years | |||||||
Accumulated deficit | $ (226,126) | $ (222,965) | ||||||
Short-term bank credit and current maturities of long-term bank loans | 1,109 | $ 542 | ||||||
Short-term bank loan | 1,600 | |||||||
Debt liability | 8 | |||||||
Short-term investments bank deposits | 1,084 | |||||||
Short-term bank deposit pledged as security | $ 105 | |||||||
Decrease of revenue, description | The recent deterioration in the coronavirus (“COVID-19”) pandemic situation in Poland led to an almost complete stop to the Company’s Mass Transit Ticketing sales business, which negatively impacted the Company’s cash flow since March 2020. On April 21, 2021, subsequent to the balance sheet date, the Company completed the sale of ASEC, including its Mass Transit Ticketing activity - see Note 1C(2). Further, in December 2020 and January 2021, the Company borrowed a loan, in two tranches aggregating $1,600, from its controlling shareholder and another shareholder that, if not converted, would mature in the second quarter of 2021. | |||||||
Over-subscription privilege | $ 2,800 | |||||||
Revenue from this operation | $ 295 | |||||||
Subsequent Event [Member] | ||||||||
Organization and Basis of Presentation (Details) [Line Items] | ||||||||
Working capital | $ 2,700 | |||||||
Operating lease description | (I) approximately $2,100 (the “First Installment”), was transferred from the Buyer to ASEC at the end of March 2021 in order to repay Polish bank loans, out of which approximately $1,700 was repaid as of March 31, 2021 and a loan of approximately $400 was repaid at the beginning of April 2021. The First Installment is presented as held for sale in the balance sheet as of March 31, 2021, and as cash provided by discontinued investing activities in the statements of cash flows for the three months ended March 31, 2021; and (II) $600 (the “Net Consideration”) was paid by the Buyer to the Company in April 2021 and increased the Company’s financial resources. As of March 31, 2021, the Company recognized a loss from impairment of assets in amount of $29 that reflects the difference between the book value of ASEC’s assets, net of liabilities, and the Net Consideration. |
Other Receivables and Prepaid_3
Other Receivables and Prepaid Expenses (Details) - Schedule of other receivables and prepaid expenses - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of other receivables and prepaid expenses [Abstract] | ||
Government institutions | $ 43 | $ 104 |
Prepaid expenses | 252 | 257 |
Suppliers advance | 293 | 227 |
Other receivables | 57 | 107 |
Total other receivables and prepaid expenses | $ 645 | $ 695 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of other current liabilities - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of other current liabilities [Abstract] | ||
Employees and related expenses | $ 691 | $ 516 |
Accrued expenses | 882 | 811 |
Customer advances | 31 | 142 |
Short-term liabilities due to operating leases and current maturities | 713 | 762 |
Other current liabilities | 30 | 52 |
Total other current liabilities | $ 2,347 | $ 2,283 |
Convertible short-term loan f_3
Convertible short-term loan from shareholders (Details) - USD ($) $ in Thousands | Mar. 02, 2021 | Dec. 09, 2020 | Dec. 17, 2020 | Mar. 31, 2021 | Mar. 02, 2021 | Dec. 31, 2020 |
Convertible short-term loan from shareholders (Details) [Line Items] | ||||||
Interest rate | 8.00% | |||||
Effective interest rate | 10.00% | |||||
Business combination description | the Company obtained shareholders’ approval to the grant of a right to Ivy, pursuant to which, at any time prior to the repayment in full of the amount lent, together with Interest accrued and all other amounts outstanding under the Agreement (the “Secured Amount”), Ivy will be entitled, at its sole discretion, to demand to convert (the “Conversion Right”) the entire Secured Amount into the Company’s Ordinary Shares, at a price per share equal to the lower of (a) $0.20 per share (subject to adjustment in the event of any bonus shares, combinations or splits) and (b) a price per share reflecting a discount to the average closing bid price of an Ordinary Share over the 20 trading days preceding the Initial Closing (the “Benchmark Price”) ($0.248), as follows: (i) if conversion occurs until March 17, 2021 (no later than three months after the initial closing), the conversion price per share will be $0.1984 (reflects discount of 20% of the Benchmark Price); (ii) if conversion occurs between March 18, 2021, and June 17, 2021 (more than three months but no later than six months after the initial closing), the conversion price per share will be $0.1736 (reflects discount of 30% of the Benchmark Price); (iii) if conversion occurs after June 17, 2021 (more than six months after the initial closing (to the extent extended in accordance with the terms of the Loan Agreement)), the conversion price per share will be $0.124 (reflects discount of 50% of the Benchmark Price); and (iv) if conversion occurs upon an event of default, the conversion price per share will be $0.124 (reflects discount of 50% of the Benchmark Price). | |||||
Share capital percentage | 45.00% | |||||
Loan Agreement, description | subsequently amended to allow for an additional lender (“the additional lender”) to lend $100 under the same terms as Ivy. Accordingly, the aggregate gross amount the Company received under the Loan Agreement is $1,600, out of which $975 took place as part of the second closing on January 28, 2021. | |||||
Aggregate gross received | $ 1,600 | |||||
Loan component | $ 617 | 8 | ||||
Loan component at initial closing | 8 | |||||
Convertible component | 617 | |||||
Second closing | 975 | |||||
Short-term liability | $ 3,566 | |||||
Interest expenses | $ 25 | $ 2 | ||||
Loan Agreement [Member] | ||||||
Convertible short-term loan from shareholders (Details) [Line Items] | ||||||
Loan payable | $ 1,500 | |||||
Initial loan amount | $ 875 | |||||
One Tranches [Member] | ||||||
Convertible short-term loan from shareholders (Details) [Line Items] | ||||||
Initial loan amount | $ 625 |
Convertible short-term loan f_4
Convertible short-term loan from shareholders (Details) - Schedule of fair value conversion - $ / shares | 1 Months Ended | ||
Mar. 02, 2021 | Jan. 28, 2021 | Dec. 17, 2020 | |
Schedule of fair value conversion [Abstract] | |||
Expected volatility (%) | 107.34% | 103.23% | 125.20% |
Risk-free interest rate (%) | 0.044% | 0.075% | 0.09% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Contractual term (years) | 108 days | 140 days | 6 months |
Conversion price (US dollars per share) (in Dollars per share) | $ 0.124 | $ 0.124 | $ 0.124 |
Underlying Share price (US dollars per share) (in Dollars per share) | $ 0.390 | $ 0.240 | $ 0.220 |
Convertible short-term loan f_5
Convertible short-term loan from shareholders (Details) - Summarizes the balance of conversion components and loan components of the initial closing $ in Thousands | Mar. 31, 2021USD ($) |
Convertible short-term loan from shareholders (Details) - Summarizes the balance of conversion components and loan components of the initial closing [Line Items] | |
Initial closing | $ 625 |
Second closing | 975 |
Total | 1,600 |
Conversion component [Member] | |
Convertible short-term loan from shareholders (Details) - Summarizes the balance of conversion components and loan components of the initial closing [Line Items] | |
Initial closing | 617 |
Second closing | 975 |
Total | 1,592 |
Loan component [Member] | |
Convertible short-term loan from shareholders (Details) - Summarizes the balance of conversion components and loan components of the initial closing [Line Items] | |
Initial closing | 8 |
Second closing | |
Total | $ 8 |
Convertible short-term loan f_6
Convertible short-term loan from shareholders (Details) - Schedule of changes in fair value of conversion component - Conversion component [Member] $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Convertible short-term loan from shareholders (Details) - Schedule of changes in fair value of conversion component [Line Items] | ||
Fair value before the shareholders’ approval date | $ 1,592 | |
Change in fair value | 1,974 | [1] |
Fair value at the shareholders’ approval date | $ 3,566 | |
[1] | This amount is recorded as loss from change in fair value of embedded derivative as part of the financial expenses in the statements of operations. |
Convertible short-term loan f_7
Convertible short-term loan from shareholders (Details) - Schedule of additional financial expenses derive from convertible loan - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | ||
Schedule of additional financial expenses derive from convertible loan [Abstract] | |||
Transaction expenses | $ 10 | $ 90 | |
Interest expenses | [1] | 26 | 2 |
Additional financial expenses | $ 36 | $ 92 | |
[1] | Including interest expenses of $25 and $2 to Ivy, the controlling shareholder, during the three months ended March 31, 2021, and December 31, 2020, respectively. The accrued interest expenses are included in ‘other current liabilities’. |
Commitments and Contingencies (
Commitments and Contingencies (Details) ₪ in Thousands | Jun. 12, 2019 | Oct. 03, 2013 | Apr. 20, 2016 | Feb. 21, 2016USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 08, 2019USD ($) | Jan. 08, 2019ILS (₪) |
Commitments and Contingencies (Textual) | ||||||||
Guarantee amount | $ 1,000 | |||||||
Due to a claim (in New Shekels) | ₪ | ₪ 5,080 | |||||||
Dispute with IIA | $ 1,370,000 | |||||||
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 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. | ||||||
Grants received, net of royalties paid | 3,000 | |||||||
Other Contingency Description | There is a dispute between the Company and the IIA in the amount of approximately NIS 3,571 ($1,071) including accrued interest (while the current debt to the IIA as presented in the Company’s financial statements amounts to approximately $167) due to a claim of the IIA about miscalculations in the amount of royalties paid by the Company and the revenues on which the Company must pay royalties. | |||||||
Guarantees expiration dates, description | the Company granted a guarantee in amount of $105, with an expiration date in May 2024. In addition, as of March 31, 2021, the Company granted performance guarantees in amount of $278 related to the Mass Transit Ticketing activity. The expiration dates of those guarantees ranged from April 2021 to September 2021. Following the sale of ASEC (see Note 1C(2)), the Company is no longer subject to these guarantees in an amount of $278. | |||||||
Minimum [Member] | ||||||||
Commitments and Contingencies (Textual) | ||||||||
Complementry claim | 1,618,000 | |||||||
Maximum [Member] | ||||||||
Commitments and Contingencies (Textual) | ||||||||
Complementry claim | $ 3,012,000 | |||||||
Research and Development Arrangement [Member] | ||||||||
Commitments and Contingencies (Textual) | ||||||||
Grants received, net of royalties paid | $ 3,400 | |||||||
Research and Development Arrangement [Member] | Minimum [Member] | ||||||||
Commitments and Contingencies (Textual) | ||||||||
Granted interest rate, percentage | 3.00% | |||||||
Research and Development Arrangement [Member] | Maximum [Member] | ||||||||
Commitments and Contingencies (Textual) | ||||||||
Granted interest rate, percentage | 3.50% | |||||||
Parx France [Member] | ||||||||
Commitments and Contingencies (Textual) | ||||||||
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 $1,760) 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 ($59) plus interest in damages plus another approximately €5 ($6) in other fees and penalties. As, in accordance with the sale agreement signed between the Company and Parx France, the Company is liable and shall indemnify Parx France for any amount ruled against it as part of that claim, 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 ($590) plus interest and expenses. | |||||||
Merwell Inc. [Member] | ||||||||
Commitments and Contingencies (Textual) | ||||||||
Outstanding commissions arbitration | $ 855,000 |
Revenues (Details) - Schedule o
Revenues (Details) - Schedule of disaggregation of revenue - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | |||
Segment Reporting Information [Line Items] | ||||
Cashless payment products | [1] | $ 1,524 | $ 2,391 | [2] |
Complete cashless payment solutions (B): | ||||
Sales of products | [3] | 660 | 850 | [2] |
SaaS and other services | [2],[4] | 426 | ||
SaaS and services | [4] | 585 | ||
Total | 1,245 | 1,276 | [2] | |
Total revenues | 2,769 | 3,667 | [2] | |
Retail [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Cashless payment products | [1] | 1,524 | 2,391 | [2] |
Complete cashless payment solutions (B): | ||||
Sales of products | [3] | 421 | 279 | [2] |
SaaS and other services | [2],[4] | 199 | ||
SaaS and services | [4] | 337 | ||
Total | 758 | 478 | [2] | |
Total revenues | 2,282 | 2,869 | [2] | |
Petroleum [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Cashless payment products | [1] | [2] | ||
Complete cashless payment solutions (B): | ||||
Sales of products | [3] | 239 | 571 | [2] |
SaaS and other services | [2],[4] | 227 | ||
SaaS and services | [4] | 248 | ||
Total | 487 | 798 | [2] | |
Total revenues | $ 487 | $ 798 | [2] | |
[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 to conform with the current period presentation, see Note 1C(2). | |||
[3] | 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. . | |||
[4] | SaaS and other 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) - Schedule_2
Revenues (Details) - Schedule of contract balances - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Schedule of contract balances [Abstract] | |||
Trade receivables, net of allowance for doubtful accounts | $ 1,759 | $ 1,148 | $ 1,148 |
Customer advances | $ 31 | $ 142 |
Discontinued operations (Detail
Discontinued operations (Details) - Schedule of discontinued operations - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | [1] | |
Schedule of discontinued operations [Abstract] | |||
Revenues | $ 488 | $ 783 | |
Expenses | (877) | (876) | |
Other loss, net | (29) | ||
Net loss from discontinued operations | $ (418) | $ (93) | |
[1] | Reclassified to conform with the current period presentation, see Note 1C(2). |
Discontinued operations (Deta_2
Discontinued operations (Details) - Schedule of assets and liabilities from discontinued operations held for sale - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 1,720 | $ 1,017 | |
Trade receivables, net of allowance for doubtful accounts of $42 | 348 | 409 | |
Other receivables and prepaid expenses | 544 | 454 | |
Inventories | 384 | 392 | |
Property, plant and equipment, net of impairment of $29 (see Note 1C(2)) | 2,738 | 3,136 | |
Intangible assets, net | 326 | 370 | |
Right-of-use assets due to operating leases | 499 | 580 | |
Total assets | 6,559 | 6,358 | |
Current liabilities: | |||
Short-term bank credit and current maturities of long-term loans | 583 | 2,339 | |
Trade payables | 1,846 | 1,832 | |
Other current liabilities | 2,503 | 443 | |
Long-term loans, net of current maturities | [1] | 608 | 642 |
Long-term liabilities due to operating leases, net of current maturities | [1] | 341 | 401 |
Deferred tax liability | 78 | 172 | |
Total liabilities | $ 5,959 | $ 5,829 | |
[1] | Those liabilities were received for a long-term (more than twelve months) in ASEC, but are presented as held for sale within the current assets as of March 31, 2021, and December 31, 2020, because the Company has determined that the sale of ASEC qualifies as held for sale and as a discontinued operation as of those dates. |
Discontinued operations (Deta_3
Discontinued operations (Details) - Schedule of assets and liabilities from discontinued operations held for sale (Parentheticals) $ in Thousands | Mar. 31, 2021USD ($) |
Schedule of assets and liabilities from discontinued operations held for sale [Abstract] | |
Net of allowance for doubtful accounts | $ 42 |
Net of impairment | $ 29 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Held of short-term bank deposits | $ 105 | $ 105 |
Short-term bank deposits | $ 105 | $ 105 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 19, 2021 | Dec. 23, 2019 | |||
Equity (Textual) | ||||||||||
Share purchase agreement (in Shares) | 1,040,000 | 5,460,000 | 5,460,000 | 2,500 | ||||||
Aggregate gross proceeds | $ 208 | $ 1,092 | $ 3,566 | [1] | ||||||
Shares capital Agreement | The issuance of the remaining 6,000,000 ordinary shares (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 Board. | |||||||||
Issuance costs | $ 39 | $ 111 | ||||||||
Options granted (in Shares) | 632,500 | |||||||||
Stock option plan granted (in Shares) | 632,500 | 204,000 | ||||||||
Stock-based compensation expenses | $ 14 | $ 12 | [2] | |||||||
Stock option and warrant shares (in Shares) | 15,086,837 | 1,008,000 | ||||||||
Non employees [Member] | ||||||||||
Equity (Textual) | ||||||||||
Options granted (in Shares) | 8 | |||||||||
Private Placement [Member] | ||||||||||
Equity (Textual) | ||||||||||
Share purchase agreement (in Shares) | 12,500,000 | |||||||||
Rights Offering [Member] | ||||||||||
Equity (Textual) | ||||||||||
Issue of ordinary shares (in Shares) | 18,965,517 | |||||||||
Aggregate amount | $ 3,300 | |||||||||
Stock subcription, description | For the purpose of securing a full subscription, Ivy, the Company’s controlling shareholder, has provided a commitment letter pursuant to which it committed to fully exercise its right, while additionally requesting to exercise additional rights un-subscribed for, for up to approximately $2,825 in the aggregate, subject, however, to the limitation that such holdings, including any of its affiliates, will not exceed 45% or more of the Company’s issued and outstanding share capital after conclusion of the Rights Offering (the “Backstop Commitment”). Ivy will not receive any fee in connection with the Backstop Commitment. As of the date of this Form 10-Q, Ivy and its affiliates own approximately 28.4% of our issued and outstanding shares. | |||||||||
Rights Offering [Member] | Subsequent Event [Member] | ||||||||||
Equity (Textual) | ||||||||||
Purchase price per share (in Dollars per share) | $ 0.174 | |||||||||
Stock option plans [Member] | ||||||||||
Equity (Textual) | ||||||||||
Vesting period | 3 years | |||||||||
Average exercise price (in Dollars per share) | $ 0.23 | $ 0.28 | ||||||||
Stock option expire term | 5 years | |||||||||
Weighted average fair value of options granted (in Dollars per share) | $ 0.14 | $ 0.11 | ||||||||
Aggregate intrinsic value | $ 222 | 2 | ||||||||
Aggregate intrinsic value exercisable option | 36 | $ 5 | ||||||||
Unrecognized compensation cost | $ 168 | |||||||||
Unrecognized compensation cost, weighted-average period | 1 year 193 days | |||||||||
[1] | See Note 5 | |||||||||
[2] | Reclassified to conform with the current period presentation, see Note 1C(2). |
Equity (Details) - Schedule of
Equity (Details) - Schedule of black-scholes model and assumptions - Minimum [Member] | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity (Details) - Schedule of black-scholes model and assumptions [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility (average) | 113.48% | 102.45% |
Risk-free interest rate (average) | 0.17% | 0.65% |
Expected life - in years | 2 years 6 months | 2 years 160 days |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of stock options activity | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Schedule of stock options activity [Abstract] | |
Number of options outstanding, begining balance | shares | 1,443,333 |
Weighted average exercise price per share, begining balance | $ / shares | $ 0.54 |
Number of options outstanding, Options granted | shares | 632,500 |
Weighted average exercise price per share, Options granted | $ / shares | $ 0.23 |
Number of options outstanding, Options expired or forfeited | shares | (114,665) |
Weighted average exercise price per share, Options expired or forfeited | $ / shares | $ 0.72 |
Number of options outstanding, ending balance | shares | 1,961,168 |
Weighted average exercise price per share, ending balance | $ / shares | $ 0.43 |
Exercisable as of: | |
Number of options outstanding, Exercisable begining balance | shares | 681,330 |
Weighted average exercise price per share, Exercisable begining balance | $ / shares | $ 0.83 |
Number of options outstanding, Exercisable ending balance | shares | 685,014 |
Weighted average exercise price per share, Exercisable ending balance | $ / shares | $ 0.76 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of options outstanding and exercisable | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding (in Shares) | shares | 1,961,168 |
Weighted average remaining contractual life | 3 years 233 days |
Number outstanding (in Shares) | shares | 685,014 |
Weighted average remaining contractual life | 2 years 131 days |
0.20-0.90 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | $ 0.20 |
Exercise price, upper limit | $ 0.90 |
Number Outstanding (in Shares) | shares | 1,605,168 |
Weighted average remaining contractual life | 4 years 73 days |
Weighted Average Exercise Price | $ 0.28 |
Number outstanding (in Shares) | shares | 329,014 |
Weighted average remaining contractual life | 3 years 262 days |
Weighted Average Exercise Price | $ 0.35 |
1.07-1.22 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower limit | 1.07 |
Exercise price, upper limit | $ 1.22 |
Number Outstanding (in Shares) | shares | 356,000 |
Weighted average remaining contractual life | 1 year 40 days |
Weighted Average Exercise Price | $ 1.13 |
Number outstanding (in Shares) | shares | 356,000 |
Weighted average remaining contractual life | 1 year 40 days |
Weighted Average Exercise Price | $ 1.13 |
Operating segments (Details)
Operating segments (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Operating segments (Details) -
Operating segments (Details) - Schedule of information regarding results of each reportable segment - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | $ 2,769 | $ 3,667 | [1] | ||
Reportable segment gross profit | [2] | 1,412 | 1,656 | ||
Reconciliation of reportable segment gross profit to gross profit for the period Depreciation | (8) | (9) | |||
Stock-based compensation | (1) | (1) | |||
Gross profit for the period in the consolidated financial statement | 1,403 | 1,646 | [1] | ||
Retail [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 2,282 | 2,869 | |||
Reportable segment gross profit | 1,179 | [2] | 1,333 | ||
Petroleum [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 487 | 798 | [3] | ||
Reportable segment gross profit | [2] | $ 233 | $ 323 | [3] | |
[1] | Reclassified to conform with the current period presentation, see Note 1C(2). | ||||
[2] | Gross profit as reviewed by the CODM, represents gross profit, adjusted to exclude depreciation and stock-based compensation. | ||||
[3] | Reclassified to conform with the current period presentation, see Note 1C(2). |