Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 4-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Modsys International Ltd | |
Entity Central Index Key | 1029581 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 17,897,348 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $806 | $449 |
Restricted cash | 4 | 8 |
Trade accounts receivable, net | 2,632 | 2,479 |
Other current assets | 232 | 176 |
Total current assets | 3,674 | 3,112 |
LONG-TERM ASSETS: | ||
Property and equipment, net | 303 | 321 |
Goodwill | 25,803 | 25,803 |
Intangible assets and others, net | 5,333 | 5,587 |
Total long-term assets | 31,439 | 31,711 |
Total assets | 35,113 | 34,823 |
CURRENT LIABILITIES: | ||
Short-term bank credit and others | 2,219 | 1,269 |
Trade accounts payable | 1,603 | 1,230 |
Deferred revenue | 848 | 546 |
Other current liabilities | 725 | 989 |
Total current liabilities | 5,395 | 4,034 |
LONG-TERM LIABILITIES: | ||
Accrued severance pay, net | 228 | 229 |
Loans from others | 114 | 114 |
Other non-current liabilities | 257 | 40 |
Total long-term liabilities | 599 | 383 |
Total Equity | 29,119 | 30,406 |
Total liabilities and equity | $35,113 | $34,823 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements of Operations [Abstract] | ||
Revenue | $2,286 | $1,871 |
Cost of revenue | 1,700 | 982 |
Gross profit | 586 | 889 |
Research and development costs | 386 | 335 |
Selling, general and administrative expenses | 1,320 | 1,414 |
Amortization of intangible assets | 254 | 0 |
Total operating expenses | 1,960 | 1,749 |
Operating loss | -1,374 | -860 |
Financial income (expense), net | -47 | 30 |
Loss before taxes on income | -1,421 | -830 |
Taxes on income | 13 | 18 |
Net loss | -1,434 | -848 |
Less: Net income (loss) attributable to non-controlling interest | -55 | 75 |
Net loss attributable to ModSys International Ltd. shareholders | ($1,379) | ($923) |
Loss per share - basic and diluted : | ||
Attributable to the shareholders | ($0.08) | ($0.08) |
Weighted average shares outstanding, basic and diluted | 17,863 | 11,416 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||
Net loss | ($1,434) | ($848) |
Other comprehensive income | ||
Total comprehensive loss | -1,434 | -848 |
Comprehensive income (expense) attributable to the non-controlling interests | -55 | 75 |
Comprehensive loss attributable to ModSys International Ltd. shareholders | ($1,379) | ($923) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($1,434) | ($848) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 280 | 38 |
Decrease in accrued severance pay, net | -1 | -14 |
Stock-based compensation | 147 | 182 |
Change in fair value of derivatives | -26 | |
Changes in operating assets and liabilities: | ||
Increase in trade receivables | -153 | -509 |
Increase in other current assets | -52 | -48 |
Increase in trade payables | 373 | 16 |
Increase (decrease) in other liabilities and deferred revenues | 255 | -473 |
Net cash used in operating activities | -585 | -1,682 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | -8 | -39 |
Net cash used in investing activities | -8 | -39 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Short term bank credit and others | 950 | |
Net cash provided by financing activities | 950 | |
NET CASH INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 357 | -1,721 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 449 | 2,592 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $806 | $871 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies: |
A. The Company | |
ModSys International Ltd. (together with its subsidiaries, “the Company”, “we”, or “Modern Systems”) is an Israeli corporation, which operates in one operating segment of information technology (“IT”) modernization solutions. | |
Modern Systems develops and markets enterprise legacy migration solutions and provides tools and professional services to international markets through several entities including wholly-owned subsidiaries located in: the United States, the United Kingdom, Italy, Romania and Israel. These technologies and services allow business to migrate from their legacy mainframe and distributed IT infrastructures to modern environments and programming languages. | |
The Company has incurred negative cash from operation and net losses in recent years. The Company currently uses its credit line with Comerica to support its negative cash flow position. Management believes that the Company’s current cash position, together with its available credit line, is sufficient to support the ongoing operations for the next twelve months. See also Note 6C for details on extension of the Comerica Bank loan agreement. | |
B. Recently Issued Accounting Pronouncements | |
In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items", eliminates the requirement to consider whether an underlying event or transaction is extraordinary, and if so, to separately present the item in the income statement net of tax, after income from continuing operations. Items that are either unusual in nature or infrequently occurring will continue to be reported as a separate component of income from continuing operations. Alternatively, these amounts may still be disclosed in the notes to the financial statements. The same requirement has been expanded to include items that are both unusual and infrequent. ASU 2015-01 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted from the beginning of the fiscal year of adoption. The Company does not expect material impacts on its consolidated financial statements upon adoption. | |
In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs", requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability in a manner consistent with the treatment for debt discounts. The amendments in this update do not affect the recognition and measurement guidance for debt issuance costs. In addition, the ASU requires that the amortization of debt issuance costs be reported as interest expense. The standard is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2015. ASU 2015-03 should be applied retrospectively to all prior periods presented in the financial statements, subject to the disclosure requirements for a change in an accounting principle. Early adoption is permitted for financial statements that have not been previously issued. The Company does not expect material impacts on its consolidated financial statements upon adoption. | |
C. Unaudited Interim Condensed Consolidated Financial Statements | |
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for the annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. The interim financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
D. Use of Estimates | |
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | |
E. Principles of Consolidation | |
The consolidated financial statements include the Company's and its subsidiaries’ financial statements. The consolidated financial statements of subsidiaries are included in the condensed consolidated financial statements from the date that control is achieved until the date that control ceases. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its operating activities. In assessing control, legal and contractual rights are taken into account. Intercompany transactions and balances are eliminated upon consolidation. |
BpAt_Merger_With_Sophisticated
Bp-At Merger With Sophisticated Business Solutions | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
BP-AT Merger with Sophisticated Business Solutions [Abstract] | |||||
BP-AT Merger with Sophisticated Business Solutions | Note 2 – BP-AT Merger with Sophisticated Business Solutions: | ||||
On December 1, 2014, the Company completed a merger with Sophisticated Business Systems, Inc., a Texas corporation doing business as “Ateras.” At the closing, BP-AT Acquisition LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Modern Systems Corporation (f/k/a BluePhoenix Solutions USA, Inc.), a Delaware corporation and an indirect, wholly-owned subsidiary of ModSys International Ltd. merged with and into Ateras (the “ Ateras Merger”). As a result of the Ateras Merger, the separate corporate existence of BP-AT Acquisition LLC ceased and Ateras continued as the surviving corporation and a wholly-owned subsidiary of Modern Systems Corporation. The new entity was then renamed MS Modernization Services, Inc. | |||||
Upon the closing of the Ateras Merger, the Company issued 6,195,494 unregistered ordinary shares, par value NIS 0.04 per share, to the former Ateras shareholders in exchange for the cancellation of the shares of Ateras stock held by such shareholders in connection with the Ateras Merger. In connection with the closing of the Ateras Merger, Scott Miller was elected to our Board of Directors. In addition, the Company entered into a Registration Rights Agreement and a Preemptive Rights Agreement as conditions to the closing of the Ateras Merger contemplated by the Ateras Merger Agreement. | |||||
Due to the fact the issuance was of restricted shares, the purchase consideration was calculated with an 11.4% discount for lack of marketability on the share price as of the closing date. It should be noted that sales of restricted shares pursuant to Rule 144 will be subject to a minimum six-month holding period and, following any required holding period, sales by any affiliate shareholders will be subject to volume and other limitations. | |||||
The purchase consideration was allocated to tangible assets and intangible assets acquired based on their estimated fair values using a purchase price allocation made by an independent third party. The fair value assigned to identifiable intangible assets acquired has been determined by using valuation methods that discount expected future cash flows to present value using estimates and assumptions determined by management. The Company determined that the fair values of assets acquired exceeded the purchase price by approximately $13.3 million, which is recognized as goodwill. Upon the purchase price allocation, an amount of $345 thousand was allocated to Order Backlog to be amortized over 10 months period and an amount of $5.2 million was allocated to technology to be amortized over an 8.7 year period. The table below summarizes the estimates of the fair value of assets acquired at the purchase date. | |||||
Cash | $ | 14 | |||
Receivables | 1,094 | ||||
Other current assets | 187 | ||||
Fixed assets | 72 | ||||
Other long-term assets | 14 | ||||
Accounts payable | (640 | ) | |||
Other accounts payable | (412 | ) | |||
Deferred revenue | (388 | ) | |||
Long-term liabilities | (40 | ) | |||
Identifiable intangible assets: | |||||
Order backlog | 345 | ||||
Technology | 5,228 | ||||
Goodwill | 13,302 | ||||
Total assets acquired | $ | 18,776 | |||
The contribution of MS Modernization Services, Inc. results to our consolidated revenues and loss were $806,000 and $494,000 for the three months ended March 31, 2015. |
Goodwill
Goodwill | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Goodwill [Abstract] | |||||||||
Goodwill | Note 3 – Goodwill: | ||||||||
The following is a summary of the change in the carrying amount of goodwill as of March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Unaudited | Audited | ||||||||
(in thousands) | |||||||||
Balance as of January 1. | $ | 67,618 | $ | 54,316 | |||||
Accumulated impairment losses at the beginning of the period | (41,815 | ) | (41,815 | ) | |||||
25,803 | 12,501 | ||||||||
Changes during the period | |||||||||
Goodwill related to acquisition of Sophisticated Business Solutions, Inc. (“Ateras”) | - | 13,302 | |||||||
Balance at end of period | $ | 25,803 | $ | 25,803 |
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Measurement [Abstract] | |||||||||||||||||
Fair Value Measurement | Note 4 – Fair Value Measurements: | ||||||||||||||||
The accounting guidance establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: | |||||||||||||||||
Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. | |||||||||||||||||
Level 2 – Observable inputs such as quoted prices for similar instruments and quoted prices in markets that are not active, and inputs that are directly observable or can be corroborated by observable market data. The types of assets and liabilities included in Level 2 are typically either comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or priced with models using highly observable inputs, such as commodity options priced using observable forward prices and volatilities. | |||||||||||||||||
Level 3 – Significant inputs to pricing that have little or no observability as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as the complex and subjective models and forecasts used to determine the fair value of financial instruments. | |||||||||||||||||
Financial assets and liabilities measured at fair value as of March 31, 2015 and December 31, 2014, are summarized below: | |||||||||||||||||
Fair value measurements using input type | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 806 | $ | - | $ | - | $ | 806 | |||||||||
Restricted cash | 4 | - | - | 4 | |||||||||||||
$ | 810 | $ | - | $ | - | $ | 810 | ||||||||||
Fair value measurements using input type | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 449 | $ | - | $ | - | $ | 449 | |||||||||
Restricted cash | 8 | - | - | 8 | |||||||||||||
$ | 457 | $ | - | $ | - | $ | 457 |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies: |
A.Commitments: | |
Israel’s Office of the Chief Scientist. One of the Company’s subsidiaries has entered into agreements with Israel’s Office of the Chief Scientist, or OCS; this subsidiary is obliged to pay royalties to the OCS at a rate of 3% on sales of the funded products, up to 100% of the dollar-linked grant received in respect of these products from the OCS. As of March 31, 2015, the contingent liability that was not recognized amounted to $170,346. | |
Ministry of Production in Italy. In July 2007, the Company’s subsidiary, Blue Phoenix I-Ter S.R.L. (“I-Ter”), received an amount of $585,000 from the Ministry of Production in Italy for I-Ter’s Easy4Plan product. Easy4Plan is a workflow management tool designed for ISO9000 companies. 36.5% of the funds received constitute a grant, and the remaining 63.5%, is a 10-year loan to be repaid by I-Ter in annual installments until September 2018. The loan bears a minimal annual interest of 0.87% and is linked to the euro. As of March 31, 2015, the remaining loan balance was $154,000. | |
B.Contingencies: | |
The Company evaluates estimated losses for indemnifications due to product infringement under FASB Topic ASC 450 “Contingencies”. At this time, it is not possible to determine the maximum potential amount under these indemnification clauses due to lack of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements may not be subject to maximum loss clauses. Historically, the Company has not incurred costs as a result of obligations under these agreements and has not accrued any liabilities related to such indemnification obligations in the Company’s financial statements. |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||
Mar. 31, 2015 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | Note 6 – Subsequent Events: | ||
A. | On April 21, 2015, the Company entered into an Amended and Restated Promissory Note between MS Modernization Services, Inc. and Scott D. Miller extending the due date on a previous note between Mr. Miller and the Company in the amount of $220,000, which was to have matured on either April 8, 2015 or July 8, 2015, given certain performance criteria of MS Modernization Services, Inc. The note was extended until June 30, 2017. On May 12th 2015, the audit committee and Board of Directors of ModSys International Ltd. approved this extension. | ||
B. | On April 24, 2015, the Company completed a merger of Zulu Software, Inc., a Delaware corporation that was previously the Company’s 71.8% owned subsidiary,, merged with and into “MS Modernization Services, Inc.,” a corporation organized and existing under the laws of the State of Texas. Following this merger, we now own 88.69% of the equity of MS Modernization Services, Inc. | ||
C. | On May 11, 2015, the Company entered into the Fourth Amendment to Loan and Security Agreement to our existing loan agreement with Comerica Bank dated May 11, 2014 (the “Amendment”). The Amendment amended our Loan and Security Agreement dated October 2, 2013, as previously amended, to among other things: (i) extend the maturity date of the non-formula revolving line and the revolving line to June 30, 2016; (ii) require us to raise new equity, on terms and from investors satisfactory to the lender, of not less than $2.5 million on or before December 31, 2015, which was secured by a commitment by one of our major shareholders; and (iii) increasing the number of trade accounts for which the concentration limit is not applicable. The remaining substantive provisions of the credit facility were not materially changed by the Amendment. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
The Company | A. The Company |
ModSys International Ltd. (together with its subsidiaries, “the Company”, “we”, or “Modern Systems”) is an Israeli corporation, which operates in one operating segment of information technology (“IT”) modernization solutions. | |
Modern Systems develops and markets enterprise legacy migration solutions and provides tools and professional services to international markets through several entities including wholly-owned subsidiaries located in: the United States, the United Kingdom, Italy, Romania and Israel. These technologies and services allow business to migrate from their legacy mainframe and distributed IT infrastructures to modern environments and programming languages. | |
The Company has incurred negative cash from operation and net losses in recent years. The Company currently uses its credit line with Comerica to support its negative cash flow position. Management believes that the Company’s current cash position, together with its available credit line, is sufficient to support the ongoing operations for the next twelve months. See also Note 6C for extension of the Comerica Bank loan agreement. | |
Recently Issued Accounting Pronouncements | B. Recently Issued Accounting Pronouncements |
In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items", eliminates the requirement to consider whether an underlying event or transaction is extraordinary, and if so, to separately present the item in the income statement net of tax, after income from continuing operations. Items that are either unusual in nature or infrequently occurring will continue to be reported as a separate component of income from continuing operations. Alternatively, these amounts may still be disclosed in the notes to the financial statements. The same requirement has been expanded to include items that are both unusual and infrequent. ASU 2015-01 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted from the beginning of the fiscal year of adoption. The Company does not expect material impacts on its consolidated financial statements upon adoption. | |
In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs", requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability in a manner consistent with the treatment for debt discounts. The amendments in this update do not affect the recognition and measurement guidance for debt issuance costs. In addition, the ASU requires that the amortization of debt issuance costs be reported as interest expense. The standard is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2015. ASU 2015-03 should be applied retrospectively to all prior periods presented in the financial statements, subject to the disclosure requirements for a change in an accounting principle. Early adoption is permitted for financial statements that have not been previously issued. The Company does not expect material impacts on its consolidated financial statements upon adoption. | |
Unaudited Interim Condensed Consolidated Financial Statements | C. Unaudited Interim Condensed Consolidated Financial Statements |
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for the annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. The interim financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
Use of Estimates | D. Use of Estimates |
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | |
Principles of Consolidation | E. Principles of Consolidation |
The consolidated financial statements include the Company's and its subsidiaries’ financial statements. The consolidated financial statements of subsidiaries are included in the condensed consolidated financial statements from the date that control is achieved until the date that control ceases. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its operating activities. In assessing control, legal and contractual rights are taken into account. Intercompany transactions and balances are eliminated upon consolidation. |
BpAt_Merger_With_Sophisticated1
Bp-At Merger With Sophisticated Business Solutions (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
BP-AT Merger with Sophisticated Business Solutions [Abstract] | |||||
Summary of estimated fair value of assets acquired at purchase date | Cash | $ | 14 | ||
Receivables | 1,094 | ||||
Other current assets | 187 | ||||
Fixed assets | 72 | ||||
Other long-term assets | 14 | ||||
Accounts payable | (640 | ) | |||
Other accounts payable | (412 | ) | |||
Deferred revenue | (388 | ) | |||
Long-term liabilities | (40 | ) | |||
Identifiable intangible assets: | |||||
Order backlog | 345 | ||||
Technology | 5,228 | ||||
Goodwill | 13,302 | ||||
Total assets acquired | $ | 18,776 |
Goodwill_Tables
Goodwill (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Goodwill [Abstract] | |||||||||
Schedule of Goodwill | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Unaudited | Audited | ||||||||
(in thousands) | |||||||||
Balance as of January 1. | $ | 67,618 | $ | 54,316 | |||||
Accumulated impairment losses at the beginning of the period | (41,815 | ) | (41,815 | ) | |||||
25,803 | 12,501 | ||||||||
Changes during the period | |||||||||
Goodwill related to acquisition of Sophisticated Business Solutions, Inc. (“Ateras”) | - | 13,302 | |||||||
Balance at end of period | $ | 25,803 | $ | 25,803 |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Fair Value Measurement [Abstract] | |||||||||||||||||
Summary of Fair Value Measurements | Fair value measurements using input type | ||||||||||||||||
31-Mar-15 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 806 | $ | - | $ | - | $ | 806 | |||||||||
Restricted cash | 4 | - | - | 4 | |||||||||||||
$ | 810 | $ | - | $ | - | $ | 810 | ||||||||||
Fair value measurements using input type | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 449 | $ | - | $ | - | $ | 449 | |||||||||
Restricted cash | 8 | - | - | 8 | |||||||||||||
$ | 457 | $ | - | $ | - | $ | 457 |
BpAt_Merger_With_Sophisticated2
Bp-At Merger With Sophisticated Business Solutions (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Cash | $14 |
Receivables | 1,094 |
Other current assets | 187 |
Fixed assets | 72 |
Other long-term assets | 14 |
Accounts payable | -640 |
Other accounts payable | -412 |
Deferred revenue | -388 |
Long-term liabilities | -40 |
Identifiable intangible assets: | |
Order backlog | 345 |
Technology | 5,228 |
Goodwill | 13,302 |
Total assets acquired | $18,776 |
BpAt_Merger_With_Sophisticated3
Bp-At Merger With Sophisticated Business Solutions (Details Textual) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations Textual [Abstract] | |
Unregistered ordinary shares issued | 6,195,494 |
Unregistered ordinary shares issued, par value | $0.04 |
Percentage of discount for lack of marketability | 11.40% |
Fair values of assets acquired | $13,300,000 |
Purchase price allocation | 345,000 |
Consolidated revenue amount | 806,000 |
Consolidated loss amount | 494,000 |
Transaction costs | 348,000 |
Order Backlog [Member] | |
Business Combinations Textual [Abstract] | |
Amortized period | 10 months |
Amortized period | $5,200,000 |
Technology [Member] | |
Business Combinations Textual [Abstract] | |
Amortized period | 8 years 8 months 12 days |
Goodwill_Details
Goodwill (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Goodwill [Abstract] | ||
Goodwill - Beginning Balance | $25,803 | $54,316 |
Accumulated impairment losses at the beginning of the period | -41,815 | -41,815 |
Changes during the period | 25,803 | 12,501 |
Goodwill related to acquisition of Sophisticated Business Solutions ("Ateras") | 13,302 | |
Goodwill - Ending Balance | $25,803 | $25,803 |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $806 | $449 |
Restricted cash | 4 | 8 |
Total fair value of assets | 810 | 457 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 806 | 449 |
Restricted cash | 4 | 8 |
Total fair value of assets | 810 | 457 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | ||
Restricted cash | ||
Total fair value of assets | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | ||
Restricted cash | ||
Total fair value of assets |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Jul. 31, 2007 | Mar. 31, 2015 |
Ministry of Production in Italy [Member] | ||
Other Commitments [Line Items] | ||
Proceeds from issuance of debt and other | $585,000 | |
Loan payment period | 10 years | |
Maturity date | 30-Sep-18 | |
Debt instrument, minimum interest rate | 0.87% | |
Long-term debt | 154,000 | |
Percent of proceeds considered long-term debt | 63.50% | |
Percent of proceeds considered a grant | 36.50% | |
Chief Scientist [Member] | ||
Other Commitments [Line Items] | ||
Royal commitment, percent of funded product sales | 3.00% | |
Royalty commitment, maximum percent of grant linked to product sales | 100.00% | |
Contingent liability, maximum potential royalty payment | $170,346 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | ||
Apr. 21, 2015 | 11-May-15 | Apr. 24, 2015 | |
Ms Modernization Services [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Maturity Date, Description | On April 21, 2015, the Company entered into an Amended and Restated Promissory Note between MS Modernization Services, Inc. and Scott D. Miller extending the due date on a previous note between Mr. Miller and the Company in the amount of $220,000, which was to have matured on either April 8, 2015 or July 8, 2015, given certain performance criteria of MS Modernization Services, Inc. The note was extended until June 30, 2017. On May 12th 2015, the audit committee and Board of Directors of ModSys International Ltd. approved this extension. | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Loan due date | 30-Jun-16 | ||
Additional requirement for additional investor funding | $2,500,000 | ||
Subsequent Event [Member] | Zulu Software [Member] | |||
Subsequent Event [Line Items] | |||
Ownership equity percentage | 71.80% | ||
Subsequent Event [Member] | Ms Modernization Services [Member] | |||
Subsequent Event [Line Items] | |||
Ownership equity percentage | 88.69% | ||
Additional requirement for additional investor funding | 220,000 |