Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 07, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CYREN Ltd. | |
Entity Central Index Key | 0001084577 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 59,319,391 | |
Entity File Number | 000-26495 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | L3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 9,546 | $ 17,571 |
Trade receivables (net of allowances for doubtful accounts of $21 and $20, respectively) | 3,499 | 3,658 |
Deferred commissions | 930 | 887 |
Prepaid expenses and other receivables ($- and $6 attributable to related parties) | 1,329 | 778 |
Total current assets | 15,304 | 22,894 |
LONG-TERM ASSETS: | ||
Long-term deferred commissions | 1,646 | 1,880 |
Long-term lease deposits | 782 | 821 |
Operating lease right-of-use assets | 8,974 | |
Severance pay fund | 610 | 503 |
Property and equipment, net | 4,437 | 4,608 |
Intangible assets, net | 8,667 | 8,802 |
Goodwill | 19,904 | 20,519 |
Total long-term assets | 45,020 | 37,133 |
Total assets | 60,324 | 60,027 |
CURRENT LIABILITIES: | ||
Trade payables | 1,402 | 1,668 |
Employees and payroll accruals | 3,690 | 3,959 |
Accrued expenses and other liabilities | 1,421 | 910 |
Operating lease liabilities | 1,298 | |
Earn-out consideration | 2,926 | |
Deferred revenues | 9,270 | 5,773 |
Total current liabilities | 17,081 | 15,236 |
LONG-TERM LIABILITIES: | ||
Deferred revenues | 2,944 | 503 |
Convertible notes | 10,000 | 10,000 |
Long-term operating lease liabilities | 7,993 | |
Deferred tax liability | 912 | 1,130 |
Accrued severance pay | 778 | 598 |
Other liabilities | 337 | 700 |
Total long-term liabilities | 22,964 | 12,931 |
SHAREHOLDERS' EQUITY: | ||
Ordinary shares nominal value ILS 0.15 par value - Authorized: 110,000,000 shares at September 30, 2019 (Unaudited) and 75,353,340 shares at December 31, 2018; Issued: 54,683,807 and 54,405,881 shares at September 30, 2019 (Unaudited) and December 31, 2018, respectively; Outstanding: 54,683,807 and 54,057,208 shares at September 30, 2019 (Unaudited) and December 31, 2018, respectively | 2,099 | 2,097 |
Additional paid-in capital | 246,554 | 245,570 |
Treasury shares at cost - 0 and 348,673 Ordinary shares at September 30, 2019 (Unaudited) and December 31, 2018, respectively | (998) | |
Accumulated other comprehensive loss | (2,384) | (1,666) |
Accumulated deficit | (225,990) | (213,143) |
Total shareholders' equity | 20,279 | 31,860 |
Total liabilities and shareholders' equity | $ 60,324 | $ 60,027 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) $ in Thousands | Sep. 30, 2019USD ($)shares | Sep. 30, 2019₪ / shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018₪ / shares |
Statement of Financial Position [Abstract] | ||||
Allowances for doubtful accounts | $ | $ 21 | $ 20 | ||
Prepaid expenses attributable to related parties | $ | $ 0 | $ 6 | ||
Ordinary shares, par value | ₪ / shares | ₪ 0.15 | ₪ 0.15 | ||
Ordinary shares, authorized | 110,000,000 | 75,353,340 | ||
Ordinary shares, issued | 54,683,807 | 54,405,881 | ||
Ordinary shares, outstanding | 54,683,807 | 54,057,208 | ||
Treasury shares | 0 | 348,673 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Income Statement [Abstract] | |||||
Revenues | $ 9,496 | $ 9,562 | $ 28,862 | $ 26,388 | |
Cost of revenues | 3,712 | 3,670 | 11,501 | 10,684 | |
Gross profit | 5,784 | 5,892 | 17,361 | 15,704 | |
Operating expenses: | |||||
Research and development, net | [1] | 3,516 | 4,336 | 11,990 | 11,355 |
Sales and marketing | 3,027 | 3,931 | 10,473 | 12,133 | |
General and administrative | 2,484 | 2,166 | 7,314 | 6,151 | |
Total operating expenses | 9,027 | 10,433 | 29,777 | 29,639 | |
Operating loss | (3,243) | (4,541) | (12,416) | (13,935) | |
Other income (expense), net | (3) | 262 | (17) | ||
Financial income (expense), net | (321) | 7 | (642) | (91) | |
Loss before taxes on income | (3,567) | (4,534) | (12,796) | (14,043) | |
Tax benefit | 37 | 107 | 117 | 201 | |
Loss | $ (3,530) | $ (4,427) | $ (12,679) | $ (13,842) | |
Basic and diluted loss per share | $ (0.06) | $ (0.08) | $ (0.23) | $ (0.26) | |
Weighted average number of shares used in computing basic and diluted loss per share | 54,554 | 53,679 | 54,389 | 53,503 | |
[1] | Transactions with related parties are included in the line item above (refer to Footnote 7, Related Parties, of the Notes to Consolidated Financial Statements for additional information). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Loss | $ (3,530) | $ (4,427) | $ (12,679) | $ (13,842) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (622) | 16 | (718) | (291) |
Comprehensive loss | $ (4,152) | $ (4,411) | $ (13,397) | $ (14,133) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Number of outstanding ordinary shares | Additional paid-in capital | Treasury shares | Accumulated other comprehensive income (loss) | Accumulated deficit | Total | ||
Balance beginning at Dec. 31, 2017 | $ 2,097 | $ 244,609 | $ (3,312) | $ (1,195) | [1] | $ (195,098) | $ 47,101 | |
Balance beginning, shares at Dec. 31, 2017 | 53,375,854 | |||||||
Issuance of treasury shares upon exercise of options and vesting of restricted share units | (451) | 2,158 | [1] | (431) | 1,276 | |||
Issuance of treasury shares upon exercise of options and vesting of restricted share units, shares | 626,884 | |||||||
Stock-based compensation related to employees, directors and consultants | 1,031 | [1] | 1,031 | |||||
Other comprehensive loss | (291) | [1] | (291) | |||||
Cumulative effect of accounting change | [1] | 1,811 | 1,811 | |||||
Loss | [1] | (13,842) | (13,842) | |||||
Balance ending at Sep. 30, 2018 | $ 2,097 | 245,189 | (1,154) | (1,486) | [1] | (207,560) | 37,086 | |
Balance ending, shares at Sep. 30, 2018 | 54,002,738 | |||||||
Balance beginning at Jun. 30, 2018 | $ 2,097 | 245,176 | (2,762) | (1,502) | [1] | (202,854) | 40,155 | |
Balance beginning, shares at Jun. 30, 2018 | 53,524,247 | |||||||
Issuance of treasury shares upon exercise of options and vesting of restricted share units | (345) | 1,608 | [1] | (279) | 984 | |||
Issuance of treasury shares upon exercise of options and vesting of restricted share units, shares | 478,491 | |||||||
Stock-based compensation related to employees, directors and consultants | 358 | [1] | 358 | |||||
Other comprehensive loss | 16 | [1] | 16 | |||||
Cumulative effect of accounting change | [1] | |||||||
Loss | [1] | (4,427) | (4,427) | |||||
Balance ending at Sep. 30, 2018 | $ 2,097 | 245,189 | (1,154) | (1,486) | [1] | (207,560) | 37,086 | |
Balance ending, shares at Sep. 30, 2018 | 54,002,738 | |||||||
Balance beginning at Dec. 31, 2018 | $ 2,097 | 245,570 | (998) | (1,666) | [1] | (213,143) | 31,860 | |
Balance beginning, shares at Dec. 31, 2018 | 54,057,208 | |||||||
Issuance of treasury shares upon exercise of options and vesting of restricted share units | (403) | 998 | [1] | (168) | 427 | |||
Issuance of treasury shares upon exercise of options and vesting of restricted share units, shares | 348,673 | |||||||
Issuance of ordinary shares upon exercise of options | $ 1 | 315 | [1] | 316 | ||||
Issuance of ordinary shares upon exercise of options, shares | 241,976 | |||||||
Payment of interest in shares | $ 1 | 70 | [1] | 71 | ||||
Payment of interest in shares, shares | 35,950 | |||||||
Stock-based compensation related to employees, directors and consultants | 1,002 | [1] | 1,002 | |||||
Other comprehensive loss | (718) | [1] | (718) | |||||
Loss | [1] | (12,679) | (12,679) | |||||
Balance ending at Sep. 30, 2019 | $ 2,099 | 246,554 | (2,384) | [1] | (225,990) | 20,279 | ||
Balance ending, shares at Sep. 30, 2019 | 54,683,807 | |||||||
Balance beginning at Jun. 30, 2019 | $ 2,098 | 245,905 | (1,762) | [1] | (222,460) | 23,781 | ||
Balance beginning, shares at Jun. 30, 2019 | 54,501,307 | |||||||
Issuance of treasury shares upon exercise of options and vesting of restricted share units | [1] | |||||||
Issuance of treasury shares upon exercise of options and vesting of restricted share units, shares | ||||||||
Issuance of ordinary shares upon exercise of options | $ 1 | 230 | [1] | 231 | ||||
Issuance of ordinary shares upon exercise of options, shares | 182,500 | |||||||
Payment of interest in shares | [1] | |||||||
Payment of interest in shares, shares | ||||||||
Stock-based compensation related to employees, directors and consultants | 419 | [1] | 419 | |||||
Other comprehensive loss | (622) | [1] | (622) | |||||
Loss | [1] | (3,530) | (3,530) | |||||
Balance ending at Sep. 30, 2019 | $ 2,099 | $ 246,554 | $ (2,384) | [1] | $ (225,990) | $ 20,279 | ||
Balance ending, shares at Sep. 30, 2019 | 54,683,807 | |||||||
[1] | Relates to foreign currency translation adjustments. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Loss | $ (12,679) | $ (13,842) |
Adjustments to reconcile loss to net cash used in operating activities: | ||
Loss on disposal of property and equipment | 1 | 14 |
Depreciation | 1,420 | 1,434 |
Stock-based compensation | 1,002 | 1,031 |
Amortization of intangible assets | 2,736 | 3,157 |
Amortization of deferred commissions | (909) | 1,005 |
Amortization of operating lease right-of-use assets | 1,051 | |
Interest on convertible notes | 424 | |
Other expenses (income) related to the earn-out consideration | (257) | 75 |
Deferred taxes, net | (182) | (152) |
Changes in assets and liabilities: | ||
Trade receivables | 196 | (292) |
Prepaid expenses and other receivables | (607) | (392) |
Deferred commissions | 1,101 | (1,797) |
Change in long-term lease deposits | 25 | (110) |
Trade payables | (264) | 306 |
Employees and payroll accruals, accrued expenses and other liabilities | (185) | 677 |
Deferred revenues | 5,997 | 3,040 |
Accrued severance pay, net | 73 | (120) |
Operating lease liabilities | (1,075) | |
Other long-term liabilities | (126) | 71 |
Net cash used in operating activities | (2,258) | (5,895) |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 1 | |
Capitalization of technology, net of grants received | (2,462) | (1,844) |
Purchase of property and equipment | (1,259) | (2,989) |
Net cash used in investing activities | (3,720) | (4,833) |
Cash flows from financing activities: | ||
Payment of earn-out consideration | (2,680) | (604) |
Proceeds from options exercised | 743 | 1,276 |
Net cash provided by (used in) financing activities | (1,937) | 672 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (124) | (39) |
Decrease in cash, cash equivalents and restricted cash | (8,039) | (10,095) |
Cash, cash equivalents and restricted cash at the beginning of the period | 18,156 | 24,228 |
Cash, cash equivalents and restricted cash at the end of the period | 10,117 | 14,133 |
Supplemental cash flow disclosures: | ||
Taxes, net | 162 | |
Interest | 553 | 92 |
Supplemental disclosure of non-cash transactions: | ||
Purchase of property and equipment by credit | (1) | (32) |
Issuance of shares for payment of interest on convertible notes | 71 | |
Net change in accrued payroll expenses related to capitalization of technology | $ (259) | $ (41) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Reconciliation of Cash, Cash Equivalents and Restricted Cash) - USD ($) $ in Thousands | Sep. 30, 2019 | Sep. 30, 2018 |
Reconciliation of cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flow: | ||
Cash and cash equivalents | $ 9,546 | $ 13,527 |
Restricted cash included in long-term restricted lease deposits | 571 | 606 |
Total cash, cash equivalents and restricted cash | $ 10,117 | $ 14,133 |
General
General | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1:- GENERAL Cyren Ltd. (henceforth "Cyren") was incorporated under the laws of the State of Israel on February 10, 1991 and its legal form is a company limited by shares. Cyren listed its shares to the public on July 15, 1999 under the name Commtouch Software Ltd. and changed its legal name to Cyren Ltd. in January 2014. Cyren and its subsidiaries, unless otherwise indicated will be referred to in these consolidated financial statements as the "Company". The Company is engaged in developing and marketing information security solutions for protecting web, email and mobile transactions. The Company sells its cloud-based solutions worldwide, in both embedded and Security-as-a-Service models, to Original Equipment Manufacturers ("OEMs"), service providers and enterprises. The Company operates in one reportable segment, which constitutes its reporting unit. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES a. Interim Financial Statements The accompanying consolidated balance sheet as of September 30, 2019, the consolidated statements of operations, the consolidated statements of comprehensive loss and the statement of changes in shareholders' equity for the three and nine months ended September 30, 2019 and 2018, as well as the consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018, are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. In management's opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company's financial position as of September 30, 2019, as well as its results of operations for the three and nine months ended September 30, 2019 and 2018. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for other interim periods or for future years. b. Over the past several years, the Company has devoted substantially most of its effort to research and development, product development and increasing revenues through additional investments in sales & marketing. The Company generated a loss of $3,530 and $12,679 for the three- and nine-months ending September 30, 2019, negative cash flow of $2,258 from operating activities in the nine months ended September 30, 2019 and has an accumulated deficit of $225,990 as of September 30, 2019. The Company is planning to finance its operations from its existing and future working capital resources and to continue to evaluate additional sources of capital and financing. On September 11, 2019 Cyren announced a rights offering to shareholders of record on September 25 to raise gross proceeds of up to $12,500. On November 7, 2019 Cyren announced the closing of the offering that raised gross proceeds of $8,019, which will be used toward funding its operations in future quarters. There is no assurance that additional capital and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. Accordingly, the Company's Board previously approved a contingency plan, to be effected if needed, in whole or in part, at its discretion, to allow the Company to continue its operations and meet its cash obligations. The contingency plan consists of cost reduction, which include mainly the following steps: reduction in consultants' expenses, headcount, compensation paid to key management personnel and capital expenditures. The Company and the Board believe that its existing capital resources and other future measures that may be implemented, if so required, will be adequate to satisfy its expected liquidity requirements for at least twelve months from the filing date of this Quarterly Report. c. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company's management evaluates estimates, including those related to fair value and useful lives of intangible assets, fair value of earn-out liabilities, valuation allowance on deferred tax assets, income tax uncertainties, fair values of stock-based awards, other contingent liabilities and estimates used in applying the revenue recognition policy. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. d. Significant accounting policies The accompanying unaudited interim financial statements should be read in conjunction with the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 29, 2019. There have been no changes in the significant accounting policies from those that were disclosed in the audited consolidated financial statements for the fiscal year ended December 31, 2018 included in the 2018 Form 10-K. e. Recently issued and adopted pronouncements: In June 2018, the FASB issued ASU No. 2018-07, "Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting." These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes stock-based payments to employees) to include stock-based payments issued to nonemployees for goods or services. Consequently, the accounting for stock-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Adoption of this standard had an immaterial impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, "Leases", on the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases" and requires lessees, to classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The Company adopted ASU 2016-02 as of January 1, 2019, using the modified retrospective approach. For additional information regarding the Company's accounting for leases, please refer to Note 3. f. New accounting pronouncements not yet adopted: In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019, and early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements and footnote disclosures. In August 2018, the FASB issued ASU No. 2018-15, Customer's Accounting for implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The update to the standard is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. Entities can choose to adopt the ASU 2018-15 prospectively or retrospectively. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements and footnote disclosures. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 3:- LEASES The Company adopted the new standard as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a full retrospective approach. The Company has elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company has elected the short-term lease exception for leases with a term of 12 months or less. As part of this election it will not recognize right-of-use assets and lease liabilities on the balance sheet for leases with terms less than 12 months. Some leases include one or more options to extend the lease. The exercise of options to extend the lease is typically at the Company's sole discretion; therefore, the majority of renewals to extend the lease terms are included in our right of use assets and lease liabilities as they are reasonably certain of exercise. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. Lease modifications result in remeasurement of the lease liability. The right-of-use asset and lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate based on the information available at the date of adoption in determining the present value of the lease payments. Some of the real estate leases contain variable lease payments based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease adoption. Additional payments based on the change in an index or rate are recorded as a period expense when incurred. The Company has various operating leases for office space, vehicles that expire through 2030. Below is a summary of our operating right-of-use assets and operating lease liabilities as of September 30, 2019: Operating lease right-of-use assets $ 8,974 Operating lease liabilities, current $ 1,298 Operating lease liabilities long-term 7,993 Total operating lease liabilities $ 9,291 The short-term lease liabilities are included within accrued expenses and other short-term liabilities in the consolidated balance sheet. Minimum lease payments for our right of use assets over the remaining lease periods as of September 30, 2019, are as follows: Year ended December 31, 2019 $ 474 2020 1,863 2021 1,759 2022 1,206 2023 1,055 Thereafter 4,299 Total undiscounted lease payments $ 10,656 Less: Interest 1,365 Present value of lease liabilities 9,291 Premises rent expense was $506 and $536 for the three months ended September 30, 2019 and 2018, respectively and $1,469 and $1,428 for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, the Company had an additional operating lease that had not yet commenced in the amount of $3,675. This operating lease will commence in the first quarter of 2020 with a lease term through 2029. The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of September 30, 2019: Remaining lease term and discount rate: Weighted average remaining lease term (years) 2.75 Weighted average discount rate 4.16 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4:- COMMITMENTS AND CONTINGENCIES a. Cyren Ltd., which was incorporated in Israel, partially financed its research and development expenditures under programs sponsored by the Israel Innovation Authority ("IIA") for the support of certain research and development activities conducted in Israel. In connection with specific research and development, the Company received $3,699 of participation payments from the IIA through September 30, 2019. In return for the IIA's participation in this program, the Company is committed to pay royalties at a rate of 3.5% of the program's developed product sales, up to 100% of the amount of grants received plus interest at annual LIBOR rate. The Company's total commitment for royalties payable with respect to future sales, based on IIA participations received, net of royalties paid or accrued, totaled $2,717 and $2,734 as of September 30, 2019 and December 31, 2018 respectively. b. Litigations: i. Between 2014 and 2015 the Company entered into arbitral proceedings with the former shareholders of eleven regarding an escrow account and the earn-out consideration related to the purchase agreement of former eleven. With respect to these claims, on March 9, 2017, the arbitrational panel provided their ruling in which it accepted the claims submitted by the former eleven shareholders with respect to the escrow amount and the 2013 earn-out liability. The arbitrational panel also ruled that Cyren pay legal expenses and interest on the claimed amounts, which were reflected in the year ending December 31, 2016 on the Company's balance sheet and in the consolidated statements of operations under adjustment to earn-out consideration. The escrow account has been released to the former shareholders. The arbitrational award related to the 2013 earn-out consideration was declared enforceable by the applicable courts in Germany. Accordingly, on May 30, 2018, the Company paid the portion of the earn-out consideration in the amount of $604 that was declared enforceable by the German district court. The Company did not pay the remainder of the earn-out consideration, including accrued legal and interest, which appear on the Company's consolidated balance sheets as of December 31, 2018, and has filed an appeal to the German Federal Supreme Court challenging the enforceability of the remaining amounts. In February 2019, the parties signed a settlement agreement to resolve all pending claims, and on February 28, 2019 the Company paid $2,680 to settle the earn-out consideration in full. The total amount paid to resolve all claims was $256 less than the accrued liability, which generated "other income" as previously reflected in the consolidated statement of operations for the period ending March 31, 2019. ii. On September 28, 2017 a former vendor filed a Statement of Claim in the Tel Aviv District Court (the "SOC"). According to the vendor's SOC, the Company entered into an agreement with the vendor for receipt of services, based on a database developed by the vendor. In September 2015, the Company terminated the agreement with the vendor, effective as of December 31, 2015. The vendor claims that the Company continues to make use of the vendor's database post termination, thus breaching the agreement, infringing on the vendor's rights and commercial secrets, and being unjustly enriched. The vendor is claiming license fees of approximately $3,150 and an injunction relief ordering the Company and/or its customers to delete any remaining data and to cease from utilizing such data. The Company denies all claims and filed a Statement of Defense on November 15, 2017. Pretrial was scheduled for May 15, 2018. In accordance with the court's recommendation from November 28, 2017, the parties agreed to examine a non-binding mediation process and appointed a mediator. The parties agreed to conduct a third-party audit of the Company's databases in the scope of the mediation and the audit is currently being conducted. At this early stage, the Company is unable to make any estimations as to the outcome of this litigation. In September 2018 and January 2019, the same vendor filed a lawsuit against two of the Company's customers in the United States. The vendor alleges that the clients misappropriated the vendor's trade secrets and is seeking injunctive relief and monetary damages in an amount to be determined. Both customers contended that the allegations relate to the services they received from the Company, and the Company agreed to indemnify both clients against these claims. As such, the Company has taken over the representation in these lawsuits. On September 30, 2019, the court dismissed one of the lawsuits in its entirety for lack of personal jurisdiction and, in the second lawsuit, dismissed part of the claims with prejudice but granted the vendor the right to amend its other claims. On October 31, 2019, the vendor filed an amended complaint. At this early stage, the Company is unable to make any estimations as to the outcome of these litigations. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 5:- ShareHOLDERS' EQUITY a. General: Ordinary shares confer upon their holders the right to receive notice to participate and vote in general shareholder meetings of the Company and to receive dividends, if declared. b. Issuance of new convertible notes: On December 5, 2018 the Company issued $10,000 aggregate principal amount of convertible notes in a private offering. The notes are unsecured, unsubordinated obligations of Cyren and carry a 5.75% interest rate, payable semi-annually in (i) 50% cash and (ii) 50% cash or ordinary shares at Cyren's election. The notes have a 3-year term and are expected to mature in December 2021, unless converted in accordance with their terms prior to maturity. The notes were issued with a conversion price of $3.90 per share which was subject to adjustment using a weighted average ratchet mechanism based on the size and price of future equity offerings and the total shares outstanding. On November 7, 2019 Cyren announced the closing of a rights offering that raised gross proceeds of $8,019. As a result of this offering, the conversion price of the convertible notes was adjusted to $3.73. In addition, the notes would be subject to immediate conversion upon any change in control in the Company (or subject to repayment if the price in the change in control transaction is less than the conversion price). The Company incurred interest expense for the nine months ended September 30, 2019 of $424. In June 2019, the Company paid the first of the semi-annual interest payments totaling, $287, of which $215 was paid in cash and the remaining portion through the issuance of 35,950 shares. c. Equity Incentive Plan: In 1996, the Company adopted the 1996 CSI Share Option Plan for granting options to its U.S. employees and consultants to purchase ordinary shares of the Company, which was replaced in 2006 by the 2006 U.S. Share Option Plan. Until 1999, the Company issued options to purchase ordinary shares to its Israeli employees pursuant to individual agreements. In 1999, the Company approved the 1999 Section 3(i) stock option plan for its Israeli employees and consultants, (which was amended in 2003 and renamed the "Amended and Restated Israeli Share Option Plan"). On December 22, 2016, the Company's shareholders approved a new stock option plan - the 2016 Equity Incentive Plan (the "Equity Incentive Plan"). This plan, along with its respective Israeli appendix, has replaced all existing employee and consultants stock option plans which have terminated. The Equity Incentive Plan allows for the issuance of Restricted Share Units ("RSUs"), as well as options. The options and RSUs generally vest over a period of four years. Options granted under the Equity Incentive Plan generally expire after six years from the date of grant. Options and RSUs cease vesting upon termination of the optionee's employment or other relationship with the Company. The per share exercise price for options shall be no less than 100% of the fair market value per ordinary share on the date of grant. Any options and RSUs that are canceled or not exercised within the option term become available for future grant. As of September 30, 2019, an aggregate of 6,165,694 ordinary shares of the Company are available for future grant under the Equity Incentive Plan. At the Company's Annual Meeting on July 30, 2019, our shareholders approved an increase in the number of Ordinary Shares reserved for issuance under the 2016 Equity Incentive Plan and its respective Israeli Appendix to a total of 11,200,000. d. Non-Employee Directors stock option plan: In 1999, the Company adopted the 1999 Directors Share Option Plan, and in 2008 shareholders approved an extension of the term of this plan through July 13, 2019. On December 15, 2006, the plan was extended through 2016. On December 22, 2016, the Company's shareholders approved a new stock option plan - the 2016 Non-Employee Director Equity Incentive Plan (the "Non-Employee Director Plan"). This plan, along with its respective Israeli appendix, has replaced all existing Directors stock option plans which have terminated. The Non-Employee Director Plan allows for the issuance of Restricted Share Units ("RSUs"), as well as options. Each option and RSU granted under the Non-Employee Plan generally vests over a period of four years. Each option has an exercise price equal to the fair market value of the ordinary shares on the grant date of such option. Options granted under the Non-Employee Director Plan generally expire after six years from the date of grant. Options and RSUs cease vesting upon termination of the relationship with the Company. As of September 30, 2019, an aggregate of 970,214 ordinary shares of the Company are still available for future grant to non-employee directors. At the Company's Annual Meeting on July 30, 2019, our shareholders approved an increase in the number of Ordinary Shares reserved for issuance under the Non-Employee Director Plan and its respective Israeli Appendix to a total of 1,150,000 Ordinary Shares. e. A summary of the Company's employees and directors' stock option activity under the plans is as follows: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value Outstanding at December 31, 2018 6,474,982 $ 2.28 3.39 $ 4,475 Granted 2,342,500 1.94 Exercised (470,899 ) 1.58 Expired and forfeited (858,452 ) 2.56 Outstanding at September 30, 2019 7,488,131 $ 2.19 3.70 $ 184 Options vested and expected to vest at September 30, 2019 7,166,054 $ 2.23 3.62 $ 178 Exercisable options at September 30, 2019 4,260,186 $ 2.31 2.41 $ 133 Weighted average fair value of options granted during the quarter $ 0.73 As of September 30, 2019, the Company had $2,635 of unrecognized compensation expense related to non-vested stock options granted to employees and directors, expected to be recognized over a remaining weighted average period of 3.15 years. f. The employee and director options outstanding as of September 30, 2019, have been separated into ranges of exercise prices, as follows: Outstanding Exercisable Weighted average remaining contractual Weighted average exercise Weighted average exercise Options life in price per Options price per Exercise price per share outstanding years share exercisable share $1.44 - $1.93 1,961,531 4.32 $ 1.61 951,031 $ 1.57 $2.00 - $2.13 2,402,571 4.30 $ 2.06 1,322,571 $ 2.03 $2.14 - $2.79 1,634,529 3.23 $ 2.48 865,713 $ 2.55 $2.90 - $3.07 1,169,000 2.86 $ 2.97 812,371 $ 2.99 $3.20 - $3.32 320,500 0.79 $ 3.32 308,500 $ 3.32 7,488,131 3.70 $ 2.23 4,260,186 $ 2.31 g Options to non-employees: Issuance date Options outstanding Exercise price per share Options exercisable Exercisable through May 14, 2014 3,000 $ 3.32 3,000 May-20 February 18, 2015 3,000 $ 3.00 3,000 Feb-21 February 10, 2016 40,000 $ 1.44 40,000 Feb-22 January 24, 2017 25,000 $ 2.00 25,000 Jan-23 71,000 71,000 The options vest and become exercisable at a rate of 1/16 of the options every three months. h. A summary of the Company's RSUs activity for employees, directors and non-employees under the plans is as follows: Number Weighted Average Awarded and unvested at December 31, 2018 479,000 $ 2.47 Granted 1,421,382 2.00 Vested (119,750 ) 2.47 Forfeited (42,250 ) 2.30 Awarded and unvested at September 30, 2019 1,739,382 $ 2.09 As of September 30, 2019, the Company had approximately $3,217 of unrecognized compensation expense related to RSUs, expected to be recognized over a weighted average period of 3.38 years. i. The total stock-based compensation expense related to all of the Company's equity-based awards, recognized for the three and nine months ended September 30, 2019 and 2018 was as follows: Three months ended Nine months ended 2019 2018 2019 2018 Unaudited Unaudited Cost of revenues $ 36 $ 48 $ 98 124 Research and development 78 105 203 297 Sales and marketing 51 96 148 293 General and administrative 254 109 553 317 $ 419 $ 358 $ 1,002 $ 1,031 |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | NOTE 6:- SEGMENT AND GEOGRAPHIC INFORMATION Summary information about geographic areas: ASC 280, "Segment Reporting," establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment and derives revenues from licensing of software and sales of professional services, maintenance and technical support (see note 1 for a brief description of the Company's business). The following is a summary of revenues within geographic areas: a. The following sets forth total revenue by geographic area based on billing address of the customer: Three Months Ended Nine Months Ended 2019 2018 2019 2018 United States $ 4,470 $ 4,505 $ 13,552 $ 11,620 Europe 3,043 3,033 9,190 9,635 Asia Pacific 661 733 1,930 2,199 Israel 1,251 1,214 3,971 2,506 Other 71 77 219 428 $ 9,496 $ 9,562 $ 28,862 $ 26,388 b. Major customers: During the quarter ended September 30, 2019, 20% of the Company's revenues were derived from customer A. During the quarter ended September 30, 2018, 20% of the Company's revenues were derived from customer A. c. The following sets forth the Company's property and equipment by geographic area: September 30, December 31 2019 2018 Unaudited Israel $ 1,367 $ 1,217 United States 1,701 1,623 Germany 1,096 1,453 Other 273 315 $ 4,437 $ 4,608 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 7:- RELATED PARTIES a. Balances with related parties: September 30, December 31, 2019 2018 Unaudited Prepaid expenses (*) $ - $ 6 (*) Related to a software license agreement with a related party. See note 7b. for further details. b. Transactions with related parties: Three months ended Nine months ended 2019 2018 2019 2018 Unaudited Unaudited Software licensing expenses (**) $ - $ - $ - $ 6 (**) Expenses arising from a software licensing agreement which was executed in March 2017. At the time of execution, the vendor was not a related party. On December 24, 2017, upon completion of the tender offer by WP, the vendor became a related party. The expenses were recorded under research and development expenses net, on the consolidated statements of operations. The agreement ended March 31, 2019 and has not been renewed. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | a. Interim Financial Statements The accompanying consolidated balance sheet as of September 30, 2019, the consolidated statements of operations, the consolidated statements of comprehensive loss and the statement of changes in shareholders' equity for the three and nine months ended September 30, 2019 and 2018, as well as the consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018, are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. In management's opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company's financial position as of September 30, 2019, as well as its results of operations for the three and nine months ended September 30, 2019 and 2018. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for other interim periods or for future years. b. Over the past several years, the Company has devoted substantially most of its effort to research and development, product development and increasing revenues through additional investments in sales & marketing. The Company generated a loss of $3,530 and $12,679 for the three- and nine-months ending September 30, 2019, negative cash flow of $2,258 from operating activities in the nine months ended September 30, 2019 and has an accumulated deficit of $225,990 as of September 30, 2019. The Company is planning to finance its operations from its existing and future working capital resources and to continue to evaluate additional sources of capital and financing. On September 11, 2019 Cyren announced a rights offering to shareholders of record on September 25 to raise gross proceeds of up to $12,500. On November 7, 2019 Cyren announced the closing of the offering that raised gross proceeds of $8,019, which will be used toward funding its operations in future quarters. There is no assurance that additional capital and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. Accordingly, the Company's Board previously approved a contingency plan, to be effected if needed, in whole or in part, at its discretion, to allow the Company to continue its operations and meet its cash obligations. The contingency plan consists of cost reduction, which include mainly the following steps: reduction in consultants' expenses, headcount, compensation paid to key management personnel and capital expenditures. The Company and the Board believe that its existing capital resources and other future measures that may be implemented, if so required, will be adequate to satisfy its expected liquidity requirements for at least twelve months from the filing date of this Quarterly Report. |
Use of estimates | c. Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company's management evaluates estimates, including those related to fair value and useful lives of intangible assets, fair value of earn-out liabilities, valuation allowance on deferred tax assets, income tax uncertainties, fair values of stock-based awards, other contingent liabilities and estimates used in applying the revenue recognition policy. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Significant accounting policies | d. Significant accounting policies The accompanying unaudited interim financial statements should be read in conjunction with the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 29, 2019. There have been no changes in the significant accounting policies from those that were disclosed in the audited consolidated financial statements for the fiscal year ended December 31, 2018 included in the 2018 Form 10-K. |
Recently issued and adopted pronouncements | e. Recently issued and adopted pronouncements: In June 2018, the FASB issued ASU No. 2018-07, "Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting." These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes stock-based payments to employees) to include stock-based payments issued to nonemployees for goods or services. Consequently, the accounting for stock-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. Adoption of this standard had an immaterial impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, "Leases", on the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases" and requires lessees, to classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The Company adopted ASU 2016-02 as of January 1, 2019, using the modified retrospective approach. For additional information regarding the Company's accounting for leases, please refer to Note 3. |
New accounting pronouncements not yet adopted | f. New accounting pronouncements not yet adopted: In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019, and early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements and footnote disclosures. In August 2018, the FASB issued ASU No. 2018-15, Customer's Accounting for implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The update to the standard is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. Entities can choose to adopt the ASU 2018-15 prospectively or retrospectively. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements and footnote disclosures. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of operating right-of-use assets and operating lease liabilities | Operating lease right-of-use assets $ 8,974 Operating lease liabilities, current $ 1,298 Operating lease liabilities long-term 7,993 Total operating lease liabilities $ 9,291 |
Schedule of future minimum lease payments | Year ended December 31, 2019 $ 474 2020 1,863 2021 1,759 2022 1,206 2023 1,055 Thereafter 4,299 Total undiscounted lease payments $ 10,656 Less: Interest 1,365 Present value of lease liabilities 9,291 |
Schedule of weighted average remaining lease terms and discount rates for all of operating leases | Remaining lease term and discount rate: Weighted average remaining lease term (years) 2.75 Weighted average discount rate 4.16 % |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of employees and directors' stock option activity | Number of options Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value Outstanding at December 31, 2018 6,474,982 $ 2.28 3.39 $ 4,475 Granted 2,342,500 1.94 Exercised (470,899 ) 1.58 Expired and forfeited (858,452 ) 2.56 Outstanding at September 30, 2019 7,488,131 $ 2.19 3.70 $ 184 Options vested and expected to vest at September 30, 2019 7,166,054 $ 2.23 3.62 $ 178 Exercisable options at September 30, 2019 4,260,186 $ 2.31 2.41 $ 133 Weighted average fair value of options granted during the quarter $ 0.73 |
Schedule of employee and director options outstanding | Outstanding Exercisable Weighted average remaining contractual Weighted average exercise Weighted average exercise Options life in price per Options price per Exercise price per share outstanding years share exercisable share $1.44 - $1.93 1,961,531 4.32 $ 1.61 951,031 $ 1.57 $2.00 - $2.13 2,402,571 4.30 $ 2.06 1,322,571 $ 2.03 $2.14 - $2.79 1,634,529 3.23 $ 2.48 865,713 $ 2.55 $2.90 - $3.07 1,169,000 2.86 $ 2.97 812,371 $ 2.99 $3.20 - $3.32 320,500 0.79 $ 3.32 308,500 $ 3.32 7,488,131 3.70 $ 2.23 4,260,186 $ 2.31 |
Schedule of options to non-employees | Issuance date Options outstanding Exercise price per share Options exercisable Exercisable through May 14, 2014 3,000 $ 3.32 3,000 May-20 February 18, 2015 3,000 $ 3.00 3,000 Feb-21 February 10, 2016 40,000 $ 1.44 40,000 Feb-22 January 24, 2017 25,000 $ 2.00 25,000 Jan-23 71,000 71,000 |
Schedule of RSUs activity | Number Weighted Average Awarded and unvested at December 31, 2018 479,000 $ 2.47 Granted 1,421,382 2.00 Vested (119,750 ) 2.47 Forfeited (42,250 ) 2.30 Awarded and unvested at September 30, 2019 1,739,382 $ 2.09 |
Schedule of stock-based compensation expense | Three months ended Nine months ended 2019 2018 2019 2018 Unaudited Unaudited Cost of revenues $ 36 $ 48 $ 98 124 Research and development 78 105 203 297 Sales and marketing 51 96 148 293 General and administrative 254 109 553 317 $ 419 $ 358 $ 1,002 $ 1,031 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of total revenue by solutions offered by geographic area | Three Months Ended Nine Months Ended 2019 2018 2019 2018 United States $ 4,470 $ 4,505 $ 13,552 $ 11,620 Europe 3,043 3,033 9,190 9,635 Asia Pacific 661 733 1,930 2,199 Israel 1,251 1,214 3,971 2,506 Other 71 77 219 428 $ 9,496 $ 9,562 $ 28,862 $ 26,388 |
Schedule of net amount of property and equipment | September 30, December 31 2019 2018 Unaudited Israel $ 1,367 $ 1,217 United States 1,701 1,623 Germany 1,096 1,453 Other 273 315 $ 4,437 $ 4,608 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of balances with related parties | September 30, December 31, 2019 2018 Unaudited Prepaid expenses (*) $ - $ 6 (*) Related to a software license agreement with a related party. See note 7b. for further details. |
Schedule of transactions with related parties | Three months ended Nine months ended 2019 2018 2019 2018 Unaudited Unaudited Software licensing expenses (**) $ - $ - $ - $ 6 (**) Expenses arising from a software licensing agreement which was executed in March 2017. At the time of execution, the vendor was not a related party. On December 24, 2017, upon completion of the tender offer by WP, the vendor became a related party. The expenses were recorded under research and development expenses net, on the consolidated statements of operations. The agreement ended March 31, 2019 and has not been renewed. |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Significant Accounting Policies (Textual) | ||||||
Loss | $ (3,530) | $ (4,427) | $ (12,679) | $ (13,842) | ||
Net cash used in operating activities | (2,258) | $ (5,895) | ||||
Accumulated deficit | $ (225,990) | $ (225,990) | $ (225,990) | $ (213,143) | ||
Offering, description | Cyren announced a rights offering to shareholders of record on September 25 to raise gross proceeds of up to $12,500. | On November 7, 2019 Cyren announced the closing of the offering that raised gross proceeds of $8,019, which will be used toward funding its operations in future quarters. |
Leases (Details)
Leases (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
Operating lease right-of-use assets | $ 8,974 |
Operating lease liabilities, current | 1,298 |
Operating lease liabilities long-term | 7,993 |
Total operating lease liabilities | $ 9,291 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 474 |
2020 | 1,863 |
2021 | 1,759 |
2022 | 1,206 |
2023 | 1,055 |
Thereafter | 4,299 |
Total undiscounted lease payments | 10,656 |
Less: Interest | 1,365 |
Present value of lease liabilities | $ 9,291 |
Leases (Details 2)
Leases (Details 2) | Sep. 30, 2019 |
Remaining lease term and discount rate: | |
Weighted average remaining lease term (years) | 2 years 9 months |
Weighted average discount rate | 4.16% |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Leases (Textual) | ||||
Leases, description | The Company has various operating leases for office space, vehicles that expire through 2030. | |||
Operating lease term, description | The Company had an additional operating lease that had not yet commenced in the amount of $3,675. This operating lease will commence in the first quarter of 2020 with a lease term through 2029. | |||
Premises rent expense | $ 506 | $ 536 | $ 1,469 | $ 1,428 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | May 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Commitments and Contingencies (Textual) | |||||
Research and development | $ 3,699 | ||||
Payment of earn-out consideration | $ 2,680 | $ 604 | |||
Royalty rate | The Company is committed to pay royalties at a rate of 3.5% of the program's developed product sales, up to 100% of the amount of grants received plus interest at annual LIBOR rate. | ||||
Net of royalties paid or accrued | $ 2,717 | $ 2,734 | |||
Settle of earn-out consideration | $ 2,680 | ||||
License fees | $ 3,150 | ||||
Claims settlement amount | $ 256 | ||||
Majority Shareholder [Member] | |||||
Commitments and Contingencies (Textual) | |||||
Payment of earn-out consideration | $ 604 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Employees and directors' stock option [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Number of options | |
Outstanding, Beginning balance | shares | 6,474,982 |
Granted | shares | 2,342,500 |
Exercised | shares | (470,899) |
Expired and forfeited | shares | (858,452) |
Outstanding, Ending balance | shares | 7,488,131 |
Options vested and expected to vest | shares | 7,166,054 |
Exercisable | shares | 4,260,186 |
Weighted average exercise price | |
Outstanding, Beginning balance | $ 2.28 |
Granted | 1.94 |
Exercised | 1.58 |
Expired and forfeited | 2.56 |
Outstanding, Ending balance | 2.19 |
Options vested and expected to vest | 2.23 |
Exercisable options | 2.31 |
Weighted average fair value of options granted during the quarter | $ 0.73 |
Weighted average remaining contractual term (years) | |
Outstanding, Beginning balance | 3 years 4 months 20 days |
Outstanding, Ending balance | 3 years 8 months 12 days |
Options vested and expected to vest | 3 years 7 months 13 days |
Exercisable options | 2 years 4 months 28 days |
Aggregate intrinsic value | |
Outstanding, Beginning balance | $ | $ 4,475 |
Outstanding, Ending balance | $ | 184 |
Options vested and expected to vest | $ | 178 |
Exercisable options | $ | $ 133 |
Shareholders' Equity (Details 1
Shareholders' Equity (Details 1) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Schedule of employee and director options outstanding | |
Outstanding, Options outstanding | shares | 7,488,131 |
Outstanding, Weighted average remaining contractual life in years | 3 years 8 months 12 days |
Outstanding, Weighted average exercise price per share | $ 2.23 |
Exercisable, Options exercisable | shares | 4,260,186 |
Exercisable, Weighted average exercise price per share | $ 2.31 |
$1.44 - $1.93 [Member] | |
Schedule of employee and director options outstanding | |
Outstanding, Exercise price per share, lower limit | 1.44 |
Outstanding, Exercise price per share, upper limit | $ 1.93 |
Outstanding, Options outstanding | shares | 1,961,531 |
Outstanding, Weighted average remaining contractual life in years | 4 years 3 months 26 days |
Outstanding, Weighted average exercise price per share | $ 1.61 |
Exercisable, Options exercisable | shares | 951,031 |
Exercisable, Weighted average exercise price per share | $ 1.57 |
$2.00 - $2.13 [Member] | |
Schedule of employee and director options outstanding | |
Outstanding, Exercise price per share, lower limit | 2 |
Outstanding, Exercise price per share, upper limit | $ 2.13 |
Outstanding, Options outstanding | shares | 2,402,571 |
Outstanding, Weighted average remaining contractual life in years | 4 years 3 months 19 days |
Outstanding, Weighted average exercise price per share | $ 2.06 |
Exercisable, Options exercisable | shares | 1,322,571 |
Exercisable, Weighted average exercise price per share | $ 2.03 |
$2.14 - $2.79 [Member] | |
Schedule of employee and director options outstanding | |
Outstanding, Exercise price per share, lower limit | 2.14 |
Outstanding, Exercise price per share, upper limit | $ 2.79 |
Outstanding, Options outstanding | shares | 1,634,529 |
Outstanding, Weighted average remaining contractual life in years | 3 years 2 months 23 days |
Outstanding, Weighted average exercise price per share | $ 2.48 |
Exercisable, Options exercisable | shares | 865,713 |
Exercisable, Weighted average exercise price per share | $ 2.55 |
$2.90 - $3.07 [Member] | |
Schedule of employee and director options outstanding | |
Outstanding, Exercise price per share, lower limit | 2.90 |
Outstanding, Exercise price per share, upper limit | $ 3.07 |
Outstanding, Options outstanding | shares | 1,169,000 |
Outstanding, Weighted average remaining contractual life in years | 2 years 10 months 10 days |
Outstanding, Weighted average exercise price per share | $ 2.97 |
Exercisable, Options exercisable | shares | 812,371 |
Exercisable, Weighted average exercise price per share | $ 2.99 |
$3.20 - $3.32 [Member] | |
Schedule of employee and director options outstanding | |
Outstanding, Exercise price per share, lower limit | 3.20 |
Outstanding, Exercise price per share, upper limit | $ 3.32 |
Outstanding, Options outstanding | shares | 320,500 |
Outstanding, Weighted average remaining contractual life in years | 9 months 14 days |
Outstanding, Weighted average exercise price per share | $ 3.32 |
Exercisable, Options exercisable | shares | 308,500 |
Exercisable, Weighted average exercise price per share | $ 3.32 |
Shareholders' Equity (Details 2
Shareholders' Equity (Details 2) - Options to non-employees [Member] | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding | 71,000 |
Options exercisable | 71,000 |
May 14, 2014 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issuance date | May 14, 2014 |
Options outstanding | 3,000 |
Exercise price per share | $ / shares | $ 3.32 |
Options exercisable | 3,000 |
Exercisable through | May-20 |
February 18, 2015 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issuance date | Feb. 18, 2015 |
Options outstanding | 3,000 |
Exercise price per share | $ / shares | $ 3 |
Options exercisable | 3,000 |
Exercisable through | Feb - 21 |
February 10, 2016 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issuance date | Feb. 10, 2016 |
Options outstanding | 40,000 |
Exercise price per share | $ / shares | $ 1.44 |
Options exercisable | 40,000 |
Exercisable through | Feb-22 |
January 24, 2017 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issuance date | Jan. 24, 2017 |
Options outstanding | 25,000 |
Exercise price per share | $ / shares | $ 2 |
Options exercisable | 25,000 |
Exercisable through | Jan-23 |
Shareholders' Equity (Details 3
Shareholders' Equity (Details 3) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of RSUs | |
Awarded and unvested at December 31, 2018 | shares | 479,000 |
Granted | shares | 1,421,382 |
Vested | shares | (119,750) |
Forfeited | shares | (42,250) |
Awarded and unvested at September 30, 2019 | shares | 1,739,382 |
Weighted Average Grant Date Fair Value | |
Awarded and unvested at December 31, 2018 | $ / shares | $ 2.47 |
Granted | $ / shares | 2 |
Vested | $ / shares | 2.47 |
Forfeited | $ / shares | 2.30 |
Awarded and unvested at September 30, 2019 | $ / shares | $ 2.09 |
Shareholders' Equity (Details 4
Shareholders' Equity (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | $ 419 | $ 358 | $ 1,002 | $ 1,031 |
Cost of revenues [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | 36 | 48 | 98 | 124 |
Research and development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | 78 | 105 | 203 | 297 |
Sales and marketing [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | 51 | 96 | 148 | 293 |
General and administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense | $ 254 | $ 109 | $ 553 | $ 317 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 07, 2019 | Dec. 05, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Shareholders' Equity (Textual) | ||||
Options grant/vest, description | The options vest and become exercisable at a rate of 1/16 of the options every three months. | |||
Conversion price, per share | $ 3.73 | |||
Gross proceeds | $ 8,019 | |||
Interest expense | $ 424 | |||
Issuance of new convertible notes [Member] | ||||
Shareholders' Equity (Textual) | ||||
Aggregate principal amount | $ 10,000 | |||
Interest rate | 5.75% | |||
Debt instrument, description | (i) 50% cash and (ii) 50% cash or ordinary shares at Cyren's election. | |||
Notes, term | 3 years | |||
Conversion price, per share | $ 3.90 | |||
Maturity date | Dec. 31, 2021 | |||
Semi-annual interest payments, description | In June 2019, the Company paid the first of the semi-annual interest payments totaling, $287, of which $215 was paid in cash and the remaining portion through the issuance of 35,950 shares. | |||
Equity Incentive Plan [Member] | ||||
Shareholders' Equity (Textual) | ||||
Options grant/vest, description | The per share exercise price for options shall be no less than 100% of the fair market value per ordinary share on the date of grant. | |||
Ordinary shares available for future grant | 6,165,694 | |||
Options vesting period | 4 years | |||
Options expiration term, description | Options granted under the Equity Incentive Plan generally expire after six years from the date of grant. | |||
Annual meeting, description | At the Company's Annual Meeting on July 30, 2019, our shareholders approved an increase in the number of Ordinary Shares reserved for issuance under the 2016 Equity Incentive Plan and its respective Israeli Appendix to a total of 11,200,000. | |||
Restricted Stock Units (RSUs) [Member] | ||||
Shareholders' Equity (Textual) | ||||
Unrecognized compensation expense | $ 3,217 | |||
Recognized over remaining weighted average period | 3 years 4 months 17 days | |||
Non-Employee Directors stock option plan [Member] | ||||
Shareholders' Equity (Textual) | ||||
Options vesting period | 4 years | |||
Options expiration term, description | Options granted under the Non-Employee Director Plan generally expire after six years from the date of grant. | |||
Annual meeting, description | At the Company’s Annual Meeting on July 30, 2019, our shareholders approved an increase in the number of Ordinary Shares reserved for issuance under the Non-Employee Director Plan and its respective Israeli Appendix to a total of 1,150,000 Ordinary Shares. | |||
Non-Employee Directors stock option plan [Member] | Non-vested stock options [Member] | ||||
Shareholders' Equity (Textual) | ||||
Ordinary shares available for future grant | 970,214 | |||
Unrecognized compensation expense | $ 2,635 | |||
Recognized over remaining weighted average period | 3 years 1 month 24 days |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from external customers | $ 9,496 | $ 9,562 | $ 28,862 | $ 26,388 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from external customers | 4,470 | 4,505 | 13,552 | 11,620 |
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from external customers | 3,043 | 3,033 | 9,190 | 9,635 |
Asia Pacific [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from external customers | 661 | 733 | 1,930 | 2,199 |
Israel [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from external customers | 1,251 | 1,214 | 3,971 | 2,506 |
Other [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from external customers | $ 71 | $ 77 | $ 219 | $ 428 |
Segment and Geographic Inform_4
Segment and Geographic Information (Details 1) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net amount of property and equipment | $ 4,437 | $ 4,608 |
Israel [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net amount of property and equipment | 1,367 | 1,217 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net amount of property and equipment | 1,701 | 1,623 |
Germany [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net amount of property and equipment | 1,096 | 1,453 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net amount of property and equipment | $ 273 | $ 315 |
Segment and Geographic Inform_5
Segment and Geographic Information (Details Textual) - Segment | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Segment and Geographic Information (Textual) | ||
Number of reportable segments | 1 | |
Segment reporting, major customer's description | 20% of the Company's revenues were derived from customer A. | 20% of the Company's revenues were derived from customer A. |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |||
Prepaid expenses | [1] | $ 6 | |
[1] | Related to a software license agreement with a related party. See note 7b. for further details. |
Related Parties (Details 1)
Related Parties (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Related Party Transactions [Abstract] | |||||
Software licensing expenses | [1] | $ 6 | |||
[1] | Expenses arising from a software licensing agreement which was executed in March 2017. At the time of execution, the vendor was not a related party. On December 24, 2017, upon completion of the tender offer by WP, the vendor became a related party. The expenses were recorded under research and development expenses net, on the consolidated statements of operations. The agreement ended March 31, 2019 and has not been renewed. |