Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document and Entity Information [Abstract] | |
Document Type | F-1 |
Entity Registrant Name | SATIXFY COMMUNICATIONS LTD. |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001915403 |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,854 | $ 6,983 |
Trade accounts receivable | 806 | 489 |
Contract Assets | 6,015 | 1,954 |
Other current assets | 3,419 | 6,857 |
Inventory | 685 | 675 |
Total current assets | 14,779 | 16,958 |
NON-CURRENT ASSETS: | ||
Right-of-use assets | 3,147 | 3,697 |
Property, plant and equipment, net | 972 | 990 |
Investment in Jet Talk | 2,137 | 4,036 |
Other non-current assets | 271 | 265 |
Total non-current assets | 6,527 | 8,988 |
TOTAL ASSETS | 21,306 | 25,946 |
CURRENT LIABILITIES: | ||
Trade payables | 8,522 | 7,151 |
Short term loans from financial institutions | 6,334 | 2,161 |
Deferred revenues | 612 | |
ESA advance payments | 15,270 | 14,382 |
Prepayment from Customer | 1,504 | |
Lease liabilities | 989 | 932 |
Other accounts payable and accrued expenses | 8,853 | 5,683 |
Related parties | 2,149 | 327 |
Total current liabilities | 41,472 | 30,921 |
NON-CURRENT LIABILITIES: | ||
Long term loans from financial institutions | 6,943 | 6,314 |
Lease liabilities | 2,984 | 3,465 |
Loan from shareholder, net | 4,533 | 4,212 |
Warrant Liabilities | 1,392 | 1,118 |
Liability for royalties payable | 1,368 | 1,596 |
Total non-current liabilities | 17,220 | 16,705 |
SHAREHOLDERS' DEFICIT: | ||
Share capital | 4 | 4 |
Share premium | 46,203 | 45,990 |
Capital reserves | 226 | (905) |
Accumulated deficit | (83,819) | (66,769) |
Total shareholders' deficit | (37,386) | (21,680) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 21,306 | $ 25,946 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | 30 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Revenues: | |||||
Development services and preproduction | $ 2,983 | $ 9,048 | $ 19,237 | $ 10,319 | |
Sale of products | 328 | 1,859 | 2,483 | 313 | |
Total revenues | 3,311 | 10,907 | 21,720 | 10,632 | |
Cost of sales and services: | |||||
Development services and preproduction | 1,323 | 2,625 | 7,326 | 2,966 | |
Sale of products | 201 | 1,389 | 1,517 | 94 | |
Total cost of sales and services | 1,524 | 4,014 | 8,843 | 3,060 | |
Gross profit | 1,787 | 6,893 | 12,877 | 7,572 | |
Research and development expenses, net | 9,045 | 8,823 | 17,944 | 16,637 | |
Selling and marketing expenses | 1,020 | 855 | 1,752 | 1,088 | |
General and administrative expenses | 4,216 | 1,883 | 3,735 | 2,612 | |
Loss from operations | (12,494) | (4,668) | (10,554) | (12,765) | $ (102,891) |
Finance Income | 210 | 1,260 | |||
Finance Expenses | (6,677) | (978) | (4,598) | (2,163) | |
Company's share in the loss of a company accounted by equity method, net | (111) | (951) | (1,898) | (3,895) | |
Loss before income taxes | (19,072) | (6,597) | (17,050) | (17,563) | |
Loss for the period | (19,072) | (6,597) | (17,050) | (17,563) | |
Other comprehensive income (loss) net of tax: | |||||
Exchange loss arising on translation of foreign operations | 3,674 | (557) | 1,131 | (790) | |
Total comprehensive loss for the period | $ (15,398) | $ (7,154) | $ (15,919) | $ (18,353) | |
Basic loss per share (in dollars) | $ (1.03) | $ (0.37) | $ (0.95) | $ (1) | |
Diluted loss per share (in dollars) | $ (1.03) | $ (0.37) | $ (0.95) | $ (1) | |
Basic weighted average common shares outstanding | 18,601,000 | 17,892,000 | 17,902 | 17,551 | |
Diluted weighted average common shares outstanding | 18,601,000 | 17,892,000 | 17,902 | 17,551 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Share capital | Share premium | Accumulated deficit | Capital reserves | Ordinary shares | Preferred Shares A | Preferred Shares B | Preferred Shares C | Total | |
Balance at the beginning at Dec. 31, 2019 | $ 4 | $ 44,151 | $ (49,206) | $ (115) | $ (5,166) | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 17,197,000 | 7,300,000 | 4,778,000 | 856,000 | ||||||
Exercise of options | 0 | [1] | 14 | 14 | ||||||
Exercise of options (in shares) | 572,000 | |||||||||
Stock-based compensation | 76 | 76 | ||||||||
Loss for the period | (17,563) | (790) | (17,563) | |||||||
Issuance shares | 0 | [1] | 750 | 750 | ||||||
Issuance shares (in shares) | 123,000 | |||||||||
Issuance of warrants | 999 | 999 | ||||||||
Balance at the end at Dec. 31, 2020 | 4 | 45,990 | (66,769) | (905) | (21,680) | |||||
Balance at the end (in shares) at Dec. 31, 2020 | 17,892,000 | 7,300,000 | 4,778,000 | 856,000 | ||||||
Exercise of options | 22 | 22 | ||||||||
Exercise of options (in shares) | 12,000,000 | |||||||||
Stock-based compensation | 77 | 77 | ||||||||
Loss for the period | (6,597) | (557) | (6,597) | |||||||
Balance at the end at Jun. 30, 2021 | 4 | 46,089 | (73,366) | (1,462) | (28,735) | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 17,904,000 | 7,300,000 | 4,778,000 | 856,000 | ||||||
Balance at the beginning at Dec. 31, 2020 | 4 | 45,990 | (66,769) | (905) | (21,680) | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 17,892,000 | 7,300,000 | 4,778,000 | 856,000 | ||||||
Exercise of options | 0 | [1] | 64 | 64 | ||||||
Exercise of options (in shares) | 58,447 | |||||||||
Stock-based compensation | 0 | [1] | 149 | 149 | ||||||
Loss for the period | (17,050) | 1,131 | (17,050) | |||||||
Balance at the end at Dec. 31, 2021 | 4 | 46,203 | (83,819) | 226 | (37,386) | |||||
Balance at the end (in shares) at Dec. 31, 2021 | 17,950,447 | 7,300,000 | 4,778,000 | 856,000 | ||||||
Exercise of options | 33 | 33 | ||||||||
Exercise of options (in shares) | 145,000,000 | |||||||||
Stock-based compensation | 229 | 229 | ||||||||
Loss for the period | (19,072) | 3,674 | (15,398) | (19,072) | ||||||
Issuance shares | 1,978 | 1,978 | ||||||||
Issuance shares (in shares) | 808,907,000 | |||||||||
Issuance of warrants | 5,000 | 5,000 | ||||||||
Issuance of warrants (in shares) | 822,640,000 | |||||||||
Shares Back to the Company (in shares) | (75,000,000) | |||||||||
Balance at the end at Jun. 30, 2022 | $ 4 | $ 53,443 | $ (102,891) | $ 3,900 | $ (45,544) | |||||
Balance at the end (in shares) at Jun. 30, 2022 | 18,829,354 | 7,300,000 | 4,778,000 | 1,678,640 | ||||||
[1] Represents an amount less than one thousand. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Loss for the period | $ (17,050) | $ (17,563) |
Adjustments to reconcile net profit to net cash provided by operating activities: | ||
Depreciation and amortization | 1,421 | 1,328 |
Company's share in the loss of a company accounted by equity method, net | 1,899 | 3,895 |
Finance expenses on loans | 916 | 675 |
Change in the fair value of warrant liabilities | 200 | 9 |
Stock-based compensation | 149 | 76 |
Decrease (Increase) in trade accounts receivable | (305) | 1,056 |
Decrease (Increase) in contract assets | (4,119) | 1,001 |
(Increase) in inventory | (10) | (63) |
Increase (Decrease) in other current assets | 3,256 | (1,198) |
Increase in trade payables | 1,461 | 1,038 |
Increase in ESA prepayments | 1,882 | 7,295 |
Decrease in deferred revenues | (612) | (5,031) |
Increase in other accounts payable and accrued expenses | 3,282 | 2,563 |
Increase in prepayments from customers | 1,504 | |
Increase (Decrease) in liability for royalties payable | 260 | (685) |
Net cash used in operating activities | (5,866) | (5,604) |
Cash flow from investing activities | ||
Decrease (Increase) in long-term bank deposit | 201 | (6) |
Purchase of property, plant and equipment | (211) | (293) |
Net cash provided by (used in) investing activities | (10) | (299) |
Cash flows from financing activities | ||
Receipt of long-term loans from banks | 4,504 | |
Issuance of warrants to banks | 295 | |
Receipt of long-term loans from a financial institution | 7,300 | |
Receipt of loan from shareholder | 4,001 | |
Issuance of warrants to shareholder | 999 | |
Repayment of loans from banks | (2,930) | (891) |
Repayment of royalty lability | (488) | |
Payments of lease liabilities | (1,191) | (975) |
Issuance of shares | 64 | 14 |
Net cash provided by financing activities | 2,755 | 7,947 |
Increase (decrease) in cash and cash equivalents | (3,121) | 2,044 |
Cash and cash equivalents balance at the beginning of the year | 6,983 | 4,961 |
Effect of changes in foreign exchange rates on cash and cash equivalents | (8) | (22) |
Cash and cash equivalents balance at the end of the year | 3,854 | 6,983 |
Appendix A - Cash paid and received during the year for: | ||
Interest paid | $ 1,625 | $ 386 |
GENERAL
GENERAL | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
GENERAL | ||
GENERAL | NOTE 1 — GENERAL a. Satixfy Hong Kong (hereinafter: the “The Former Company” “) was incorporated in Hong Kong in 2012 having a place of business at Unit B, 20/F., Nathan Commercial Building, 430-436 Nathan Road, Yaumati, Kln. Hong Kong in accordance with Hong Kong law. On November 27, 2019, the Board of Directors of the Former Company decided to make a structural change (hereinafter “the Reorganization”). For the reorganization, SatixFy Communications Ltd. (hereinafter: the “Company”) was incorporated on January 9, 2020, as a private limited company, in accordance with the provisions of the Israeli Companies Law while maintaining the same capital structure as the Former Company. On May 12, 2020, the Former Company transferred to the Company all its holdings directly and indirectly in the subsidiaries (hereinafter “the transferred companies”, see also Note 1.D). The reorganization was completed on May 12, 2020, after receiving approval from the Israeli Tax Authorities for a tax exemption in accordance with the provisions of section 104B (f) of the Income Tax Ordinance. The Company handled the reorganization using the pooling of interest method, the Company’s consolidated financial statements reflect the reorganization using the “As Pooling” method accordingly, the consolidated financial statements include the financial position, results of operations and cash flows of the Company and of the transferred companies, consolidated as of January 1, 2020. Assets and rights acquired by the transferred companies after January 1, 2020, reflect the assets and liabilities and activities of those assets as of the date of their acquisition by the transferred companies. b. The Company and its subsidiaries are engaged in the development and marketing of integrated circuit products for specific applications, antennas and terminals used for satellite communications. The Company has developed a new generation of integrated silicon chips for modems and antennas based on its own proprietary technology and provide end-to-end solutions for the satellite communications industry, including terminals, payloads and hubs. The Company develops its advanced chips (Application Specific Integrated Circuit chips (ASICs) and Radio Frequency Integrated Circuit chips (RFICs)) based on technology designed to meet a variety of applications and services, such as broadband aviation, IOT, mobility and maritime, and operating on GEO, LEO and MEO satellites. The Company’s technology includes electronically steered antenna arrays, forming and design of digital beams, beam hopping, on-board processing payload chips and software-defined radio (SDR) modem chips. c. The affiliated company “Jet Talk” is engaged in the development and marketing of a unique antenna for IFC passenger aircraft and computers that receive broadband video transmissions from satellites. d. The Company operates primarily through four wholly-owned subsidiaries: Satixfy Israel Ltd, Satixfy UK, Satixfy Space Systems UK, Satixfy Bulgaria and SatixFy US LLC, all of which have been consolidated in these consolidated financial statements. Satixfy MS was incorporated for purpose of the Business Combination Agreement (see note 3.B). Holding percentage June 30, December 31, Name 2022 2021 Held By Country of incorporation Satixfy Israel Ltd. 100 % 100 % Satixfy Communications Israel Satixfy UK 100 % 100 % Satixfy Communications UK Satixfy Satellite Systems UK 100 % 100 % Satixfy Communications UK Satixfy Bulgaria 100 % 100 % Satixfy UK Bulgaria Satixfy US LLC 100 % 100 % Satixfy Communications USA Satixfy MS 100 % — Satixfy Communications Cayman NOTE 1 — GENERAL (continued) In addition, the Company’s holds 51% of the shares of the following entity (see also Note 4): Holding percentage Name 30.06.2022 2021 Held By Country of incorporation Jet Talk 51 % 51 % Satixfy UK UK e. The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses of $102,891 from operations since its inception. As of June 30, 2022, the Company has incurred $19,072 of net loss in 2022, the Company has a working capital of $3,911 and an accumulated deficit of $102,891 . Since its inception, the company has financed its day-to-day operations by receiving capital investments, receiving income from government projects together with bank and shareholder loans. In order to secure its operation, the Company received a loan in the amount of $55 million on February 3, 2022 (see Note 3.A). Also based on the Company’s current backlog and projected pipeline together with the funding received in February 2022 will be sufficient to fund its operation in the near future. The Company’s ability to generate positive cash flows from operations, all of which depend on its ability to attract and retain customers, develop new products, and compete effectively, as well as certain factors outside of the Company’s control. | NOTE 1 — GENERAL a. Satixfy Hong Kong (hereinafter: the “The Former Company”) was incorporated in Hong Kong in 2012 having a place of business at Unit B, 20/F., Nathan Commercial Building, 430-436 Nathan Road, Yaumati, Kln. Hong Kong in accordance with Hong Kong law. On November 27, 2019, the Board of Directors of the Former Company decided to make a structural change (hereinafter “the Reorganization”). For the reorganization, Satixfy Communications Ltd. (hereinafter: the “Company”) was incorporated on January 9, 2020, as a private limited company, in accordance with the provisions of the Israeli Companies Law while maintaining the same capital structure as the Former Company. On May 12, 2020, the Former Company transferred to the Company all its holdings directly and indirectly in the subsidiaries (hereinafter “the transferred companies”, see also Note 1.D). The reorganization was completed on May 12, 2020, after receiving an approval from the Israeli Tax Authorities for tax exemption in accordance with the provisions of section 104B (f) of the Income Tax Ordinance. The Company handled the reorganization using the pooling of interest method, the Company’s consolidated financial statements reflect the reorganization using the “As Pooling” method accordingly, the consolidated financial statements include the financial position, results of operations and cash flows of the Company and of the transferred companies, consolidated as of January 1, 2020. Assets and rights acquired by the transferred companies after January 1, 2020, reflect the assets and liabilities and activities of those assets as of the date of their acquisition by the transferred companies. b. The Company and its subsidiaries are engaged in the development and marketing of integrated circuit products for specific applications, antennas and terminals used for satellite communications. The Company has developed a new generation of integrated silicon chips for modems and antennas based on its own proprietary technology and provide end-to-end solutions for the satellite communications industry, including terminals, payloads and hubs. The Company develops its advanced chips (Application Specific Integrated Circuit chips (ASICs) and Radio Frequency Integrated Circuit chips (RFICs) based on technology designed to meet a variety of applications and services, such as broadband aviation, IOT, mobility and maritime, and operating on GEO, LEO and MEO satellites. The Company’s technology includes electronically steered antenna arrays, forming and design of digital beams, beam hopping, on-board processing payload chips and software-defined radio (SDR) modem chips c. The affiliated company “Jet Talk” is engaged in the development and marketing of a unique antenna for IFC passenger aircraft and computers that receive broadband video transmissions from satellites. d. The Company operates primarily through four wholly owned subsidiaries: Satixfy Israel Ltd, Satixfy UK, Satixfy Space Systems UK, Satixfy Bulgaria and SatixFy US LLC, all of which have been consolidated in these consolidated financial statements. Holding percentage Name 2021 2020 Held By Country of incorporation Satixfy Israel Ltd. 100 % 100 % Satixfy Communications Israel Satixfy UK 100 % 100 % Satixfy Communications UK Satixfy Satellite Systems UK 100 % 100 % Satixfy Communications UK Satixfy Bulgaria 100 % 100 % Satixfy UK Bulgaria Satixfy US LLC 100 % 100 % Satixfy Communications USA NOTE 1 — GENERAL (continued) In addition, the Company’s holds 51% of the shares of the following entity (see also Note 8): Holding percentage Name 2021 2020 Held By Country of incorporation Jet talk 51 % 51 % Satixfy UK UK e. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses of 83,819 from operations since its inception. As of December 31, 2021, the Company has incurred 17,050 of net loss in 2021, the Company has a working capital deficit of 26,693 and accumulated deficit of 83,819 . In addition, COVID 19 pandemic has caused to delays in the schedule of projects. Since its inception, the company has financed its day-to-day operations by receiving capital investments, receiving income from Government projects together with bank and Shareholders’ loans. It should be noted that after the balance sheet date and up to the date of publication of these reports, the Company has progressed in the development of its products and had recently signed a significant agreement with one of the largest LEO operators in the world today. In order to secure its operation, the Company received a loan amounted to 55 million on February 3 rd , 2022 (see also Note 27 Subsequent Events). f. COVID -19 The 2019 Novel Coronavirus infection (‘coronavirus’) or ‘COVID-19’ pandemic poses a major public health threat. It has hindered the movement of people and goods worldwide, and many governments are instituting restrictions on both individuals and businesses. Significant development and spread of the coronavirus did not take place until January 2020, with the World Health Organization (WHO) announcing the coronavirus as a global health emergency on January 30, 2020, which prompted national governments around the world to begin putting actions in place to slow the spread of COVID-19. Furthermore, significant measures taken by the Chinese government and by private sector organizations did not take place until early 2020. On March 11, 2020, the WHO declared COVID-19 a global pandemic and suggested worldwide containment and mitigation measures. In response to the pandemic, the Company has adjusted its business practices with a focus on the health and well-being of our employees and their families, customers, partners, service providers, and communities. The Company’s office has been subject to government-mandated lockdowns for some periods of time and the Company received a long-term loan following the Israeli government’s decision to establish a dedicated loan fund to help the Israeli companies to deal with the impact of the COVID-19 pandemic. As the corona pandemic continued to spread around the world, it had a negative impact on the company’s business operations, mainly due to the impact the pandemic had on certain market sectors the company is targeting, as several opportunities at different stages of negotiations were postponed, exhibitions were canceled, and meetings postponed due to flight limitations. In addition, work on current projects was delayed, as more than 50% of employees worked from home during a period of over 8 months , leading to delays in project schedules, which affected the company’s forecasts and cash flow. The Company’s management continue to monitor and to examine the effects of the Corona crisis on its various aspects and acts, if necessary, to make necessary adjustments in order to minimize exposure to the Company’s activities and operating results. In light of the aviation restriction due to the crisis, there may be delays in sales outside Israel. As of the date of approval of this report, the Company’s management does not identify any difficulties in the Company’s solvency due to the corona crisis or a material impact on the availability of financing sources or their price. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: Basis of preparation A. Statement of compliance These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2021 annual consolidated financial statements. The Company has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2021 annual consolidated financial statements. B. Accounting policy for new transactions or events Issuance of a bundle of financial instruments The consideration received from the issuance of a bundle of financial instruments is attributed initially to financial liabilities that are measured each period at fair value through profit or loss, and then to financial liabilities that are measured only upon initial recognition at fair value. The remaining amount is the value of the equity component. Direct issuance costs are attributed to the specific financial instruments in respect of which they were incurred, whereas joint issuance costs are attributed to the securities on a proportionate basis according to the allocation of the consideration from the issuance of the bundle, as described above. | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: The significant accounting policies used in the preparation of the financial statements, on a consistent basis, are: A. Basis of preparation: These consolidated financial statements have been prepared solely for the purpose of meeting the requirements of the United States Securities and Exchange Commission in connection with filing a confidential draft of registration statement on Form F-4. Except for the omission of comparative consolidated financial information as discussed in the preceding paragraph, these consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared under the historical cost convention except for certain financial liabilities which are measured at fair value until conversion. The Company has elected to present the consolidated statements of comprehensive loss using the function of expense method. B. Basis of consolidation: Subsidiaries: Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. In addition, the financial statements of the subsidiaries were prepared using a consistent accounting policy with the Company regarding similar transactions and events in similar circumstances. Investments in affiliated companies and joint ventures: When the Company has the ability to influence the business operation of another entity, but the influence doesn’t constitute a control, then the Company has a significant influence which will be presented as an affiliate company based on the equity method. Potential voting rights which can be exercise on an immediate basis also taking into account as part of the above influence. The holding in an affiliate company is presented based on the equity method unless the investment is held for sale. The financials statements of the affiliated company have been prepared using the same accounting policy of the Company. Any goodwill arising from the affiliated company purchase is part of the investment and isn’t amortized unless there is objective evidence for impairment. If the Company’s share in the losses of an affiliated company or joint venture is equal to or exceeds its rights in the affiliated company or in the joint venture, the Company ceases to recognize its share in additional losses. Once the Company’s rights have been reduced to zero, the Company recognizes additional losses only to the extent that it has incurred legal or implied liabilities or to the extent that payments have been made for the affiliated company or for the joint venture. The Company recognizes the gains that arise thereafter only when the Company’s share in the profits equals the share in unrecognized losses. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) The Company performs an impairment test (see Note 2.U below) for a net investment in an affiliated company or in a joint venture as a whole when there is objective evidence of impairment of the investment. An impairment loss as aforesaid is allocated to an investment as a whole. The Company ceases to use the equity method as of the date on which an investment ceases to be an affiliated company or joint venture. Any investment remaining in the former affiliate or former joint venture is measured at fair value. The difference between the fair value of the remaining investment and any consideration from the realization of part of the investment and the book value of the investment at the time the use of the equity method is discontinued is recognized in profit or loss. Amounts previously recognized in other comprehensive income with respect to the same investment are treated in the same manner that would have been required if the invested entity had itself realized the related assets or related liabilities. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates and joint ventures are eliminated to the extent of the Group’s interest in these investments. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. C. Use of estimates and assumptions in the preparation of the financial statements: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. By their nature, these estimates are subject to measurement uncertainty and are reviewed periodically and adjustments, if necessary, are made in the year which they are identified. Actual results could differ from those estimates. The following is a description of assumptions about the future and other factors for uncertainty in estimates at the end of the reporting period, which results in a significant risk that will result in material correlation to book values of assets and liabilities during the next reporting period: Useful life of fixed assets and intangible assets — Fair value of financial instruments — Inventory — NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) Estimates of Receipts or Payments of Financial Instruments — Contracts with customers — D. Foreign currency: The consolidated financial statements are prepared in U.S. Dollars (the functional currency). Transactions and balances in foreign currencies are converted into US Dollars in accordance with the principles set forth by International Accounting Standard (IAS) 21 “The Effects of Changes in Foreign Exchange Rates”. Accordingly, transactions and balances have been converted as follows: ● Monetary assets and liabilities — at the rate of exchange applicable at the consolidated statements of financial position date. ● Exchange gains and losses from the aforementioned conversion are recognized in the statement of comprehensive income. ● Expense items — at exchange rates applicable as of the date of recognition of those items. ● Non-monetary items are converted at the rate of exchange used to convert the related consolidated statements of financial position items i.e. at the time of the transaction. Foreign operations On consolidation, the results of foreign operations are translated into US Dollars at exchange rates ruling when the transactions took place. All assets and liabilities of foreign operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date. Exchange rate differences arising on translating the opening net assets at opening rate and the results of foreign operations at actual rate of exchange are recognized in other comprehensive income and accumulated in the foreign exchange reserve. Exchange differences recognized in profit or loss in the Group entities’ separate financial statements on the translation of long-term monetary items forming part of the Group’s net investment in the foreign operation concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on consolidation. On disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to that operation up to the date of disposal are classified to profit or loss as part of the profit or loss on disposal. F. Cash and cash equivalents: Cash equivalents are considered by the Company to be highly liquid investments, including, inter alia, short-term deposits with banks and the maturity of which do not exceed three months at the time of deposit and which are not restricted. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) Overdrafts, which are due on demand and form an integral part of the Company’s cash management, were included as a component of cash and cash equivalents for the purposes of presenting the statement of cash flows. G. Linkage: Assets and liabilities linked to the consumer price index were included according to the appropriate index for each asset or liability. CPI-linked loans are measured at reduced cost when the balance at the end of the reporting period is CPI-linked. H. Provisions: Provisions are recognized when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. The effect of the time value is material, the amount of the provision is measured according to the present value of the projected expenses that will be required to settle the obligation. The reduction of a provision is recognized in profit or loss as the reduction of the appropriate consequential item when the company actually bears it or at the date of its termination, whichever is later. I. Research and development costs: Expenditure on research activities is recognized in profit or loss as incurred. Expenditure incurred on development activities including the Company’s development is capitalized where the expenditure will lead to new or substantially improved products and only if all the following can be demonstrated: ● The product is technically and commercially feasible. ● The Company intends to complete the product so that it will be available for use or sale. ● The Company has the ability to use the product or sell it. ● The Company has the technical, financial and other resources to complete the development and to use or sell the product. ● The Company can demonstrate the probability that the product will generate future economic benefits. ● The Company is able to measure reliability of the expenditure attributable to the product during the development. Recognition of costs in the carrying amount of an intangible asset, ceases, when the asset is in the condition necessary for it to be capable of operating in the manner intended by management. Capitalized development costs are amortized on a straight-line basis over their estimated useful lives once the development is completed and the assets are in use. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) Subsequent expenditure on capitalized intangible assets is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates. All other expenditure, including that incurred in order to maintain an intangible assets current level of performance, is expensed as incurred. The Company did not meet those requirements for capitalization of research and development expenses. J. Leases: The Company applied the following practical expedients when applying IFRS 16 to leases previously classified as operating leases: ● Applied a single discount rate to a portfolio of leases with reasonably similar characteristics. ● Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term remaining as of the date of initial application and do not contain a purchase option. ● Applied the practical expedient provided by the standard to recognize right-of-use assets equal to the lease liability upon initial application. Under IFRS 16, the Company recognizes right-of-use assets and lease liabilities for most leases. The Company adopted IFRS 16 using the modified retrospective approach, with recognition of transitional adjustments on the date of initial application (January 1, 2019), without restatement of comparative figures. On initial application of IFRS 16, the Company recognized right-of-use assets and lease liabilities in relation to leases of office facilities and motor vehicles, which had previously been classified as operating leases. The lease liabilities were measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate as at January 1, 2019. The Company’s incremental borrowing rate is the rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions. The weighted-average rate applied was 4.5%. Right-of-use assets are measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments. Right-of-use assets: The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets comprises the amount of the initial measurement of the lease liability; lease payments made at or before the commencement date less any lease incentives received; and initial direct costs incurred. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment. The right-of-use assets are presented within property, plant and equipment. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) Lease liabilities: At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option that is reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. Lease term: The term of a lease is determined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. K. Share-based payment: The Company has recognized share-based payment transactions, inter alia, for the purchase of goods or services. These transactions include transactions with employees and non-employee parties that will be settled in the Company’s equity instruments, such as shares or stock options, or that will be settled in cash based on the price or value of the Company’s equity instruments, and transactions that allow the Company or service or goods to choose between Cash in cash and disposal in the company’s equity instruments. In the case of share-based payment transactions for employees disposed of in equity instruments, the value of the benefit is measured at the time of grant with respect to the fair value of the equity instruments granted. With respect to share-based payment transactions for non-employee parties settled in equity instruments, the value of the transaction is measured with respect to the fair value of the goods and / or services received. If the company is unable to reliably measure the fair value of the goods or services received, their fair value is measured with respect to the fair value of the equity instruments granted. In the case of share-based payment transactions that are settled in cash, the value of the benefit is presented as a liability, which is measured at fair value at the end of each reporting period and at the date of settlement. The benefit value of share-based payment transactions is recognized in profit or loss, unless the expense is included in the cost of an asset, against a capital fund over the vesting period based on the best estimate obtainable of the number of equity instruments expected to mature. When the Company received services in exchange for a payment granted by the Parent Company, based on the Company’s equity instruments or the Parent Company’s equity instruments, it is a share-based payment transaction that is settled on equity instruments, so that an expense is recognized in profit or loss. From the parent company. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) When changes are made to a share-based payment plan, the Company recognizes the effects of changes that increase the total fair value of the plan during the remaining vesting period. L. Transactions with controlling shareholders: An asset transferred to the company by its controlling shareholder is presented in the company’s financial statements at its fair value at the date of the transfer. Any difference between the amount of consideration determined for the property and its fair value was recognized in equity. An asset transferred from the Company to its controlling shareholder is deducted from the Company’s financial statements at its fair value at the date of the transfer. The difference between the fair value of the property and the book value at the date of transfer was recognized in profit or loss and the difference between the amount of consideration determined for the property at the time of transfer and its fair value was recognized in equity. When the Company’s liability to a third party, in whole or in part, is taken by the controlling shareholder, the liability is deducted from the Company’s financial statements at fair value at the date of settlement when the difference between the book value of the liability and the fair value at the date of disposal is recognized in profit or loss. The obligation at the time of settlement and the amount of consideration determined by a capital seller. A loan received from the controlling shareholder is presented on the date of recognition for the first time in the company’s financial statements as an asset or liability, as the case may be, at fair value when the difference between the amount of loan received or granted After recognition for the first time, the loan is presented in the financial statements of the company at its reduced cost while applying the effective interest method. Transactions of business combinations under the same control are handled in accordance with the following principles: — The assets and liabilities of the acquired entity are recognized for the first time in the financial statements according to their value in the books in the financial statements of the controlling shareholder on the eve of the business combination. — The difference between the consideration determined in the transaction and the book value of the net assets of the acquired entity is recognized directly in equity. The Company’s financial statements reflect the state of the business and the results of operations of the acquired entity, which is consolidated by way of the business combination, as if the business was merged on the day these entities came under the same control, so that previous periods were restated to reflect the business combination. M. Loss per share: Loss per share is calculated by dividing the net loss attributed to the Company’s shareholders by the number of weighted ordinary shares that exist during the period. The basic loss per share includes only shares that actually exist during the period. Potential ordinary shares (convertible securities such as convertible bonds, warrants and employee stock options) are included only in the calculation of diluted earnings per share to the extent that their effect dilutes loss per share by converting them to decreases earnings per share or increases losses per share. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) In addition, potential ordinary shares converted during the period are included in the diluted earnings per share only up to the date of conversion, and from that date are included in the basic loss per share. N. Government grants (except OCS grants): A benefit of a loan from the bank with the participation of the government at interest rate lower than the market interest rate was treated as a government grant. The loan was recognized and measured in accordance with the aforesaid in Note 13. The benefit was measured as the difference between the initial book value of the loan and the consideration received. The benefit component from the government’s participation in the loan was recognized as a financing activity in accordance with the Company’s policy for presenting interest payments in financing activity. O. OCS grants: A grant from the Office of the Chief Scientist (OCS) received for research and development activities, for which the company undertook royalties’ payments to the government contingent on making future sales resulting from this financing, was treated as a loan that could be forgiven. The grant was recognized as a liability in the financial statements, unless there is reasonable assurance that the company will meet the conditions for the forgiveness of the loan, then it has been recognized as a government grant. When the liability to the government does not bear market interest, the liability was recognized at its fair value in accordance with the market interest rate at the time the grant was received. The difference between the consideration received and the liability recognized in the statement of financial position at the time of receiving the grant was treated as a government grant and recognized as a reimbursement of research expenses or as a reduction of development costs capitalized as the case may be. Repayment of the liability to the government is reviewed every reporting period, with changes in the liability resulting from a change in the expected royalties recognized in profit or loss. P. Credit costs: The Company recognized credit costs as an expense in the period of formation, except in cases where they can be directly attributed to the acquisition, construction or production of eligible assets, so these costs were capitalized as part of the cost of those assets. The company capitalized credit costs when exits were formed in respect of the property, credit costs were formed, and the activities required to prepare the property for its intended use or sale were carried out. The Company has stopped capitalizing credit costs when substantially all the activities required to prepare the eligible asset for its intended use or sale have been completed. During prolonged periods in which the active development of a qualifying asset was stopped, the company delayed the capitalization of credit costs. Q. Capital instrument: Any contract that classifies a residual right in a company’s assets after deducting all its liabilities is classified as an equity instrument. Costs directly related to the issuance of an equity instrument are presented in equity less the issue. Rights, options, or warrants offered in proportion to all existing owners of the same type of shares for the purchase of a fixed number of shares for a fixed amount in any currency have been classified as an equity instrument. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) R. Warrants: Equity Warrants: Receipts in respect of warrants for the purchase of shares of the company / subsidiary, which give the holder the right to purchase a fixed number of equity instrument (e.g., ordinary shares) in exchange for a fixed amount of cash, are presented classified as equity. Financial liability: Receipts in respect of warrants for the purchase of shares of the company, which give the holder the right to purchase a fixed number of ordinary shares in exchange for a variable amount, including when the exercise of the warrants is linked to any index or foreign currency, are classified as liabilities. (See also Note 16) S. Fair value measurement: Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: 1. 2. The principal or the most advantageous market must be accessible to the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The Company measures the following balances according to Fair Value: financial lability warrants. Classification of fair value hierarchy The financial instruments presented in the statement of financial position at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value. The classification of an item into the below levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognized in the period they occur: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. Level 3 — Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) T. Financial instruments: Financial assets The Company classifies its financial assets into the following category, based on the business model for managing the financial asset and its contractual cash flow characteristics. The Company’s accounting policy for the relevant category is as follows: Amortized cost: These assets arise principally from the services rendered to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognized at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortized cost using the effective interest rate method, less provision for impairment. Impairment provisions for trade receivables are recognized based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognized within general and administrative expenses in the consolidated statements of comprehensive income. On assessment that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. For this purpose, the company relied on historical data that includes debt settlement, failure rate of lost debt to each company in the group in the period of the last 5 years up to the date of measurement. The Company updates the impairment provision at the end of each reporting period, and the change in the provision as it exists is recognized as a gain or loss from an impairment loss or loss. At the end of each reporting period the Company assesses whether an asset has been impaired due to credit risk, i.e. if an event has occurred that has a detrimental effect on the future cash flows of the estimated asset. Evidence that a property is defective includes for example a significant financial difficulty of the debtor. The company deletes the value in the gross books of a financial asset, in whole or in part, when the company has no reasonable expectation of the return of the asset, for example when the debtor enters into a foreclosure or bankruptcy proceeding. Fair value: All other financial assets, including debt instruments when first recognized at fair value through profit or loss to eliminate or significantly reduce inconsistency in measurement or recognition, were first measured at fair value, and changes in fair value after initial recognition were recognized in profit or loss. Transaction costs that were directly attributed to these assets were recognized in profit or loss at the time they were incurred. Reclassification of measurement groups after initial recognition is not possible unless the company changes its business model for managing financial assets. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) The Company’s accounting policy for its financial liabilities is as follows: Fair value: This category comprises of Convertible securities and warrants which are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive income. Amortized cost: other financial liabilities include bank borrowings, loans from bank, trade payables, loan from major shareholder, leases and financial liability from government grants are initially recognized at fair value less any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortized cost using the effective interest method, which ensures that any interest expense over the period is at a constant interest rate on the balance of the liability carried in the statement of financial position. Interest expense in this context includes initial transaction costs, as well as any interest or coupon payable while the liability is outstanding. De-recognition ● Financial assets — the Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the rights to receive the contractual cash flows. ● Financial Liabilities — the Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. Impairment of financial assets The Company assesses at the end of each reporting period whether there is any objective evidence of impairment of a financial asset as follows. Financial assets carried at amortized cost: there is objective evidence of impairment of other accounts receivable if one or more events have occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows. Evidence of impairment may include indications that the debtor is experiencing financial difficulties, including liquidity difficulty and default in interest or principal payments. Write-off policy The Company writes off its financial assets if any of the following occur: 1. 2. 3. U. Issue of a unit of financial instruments: The issue of a unit of financial instruments like a financial liability (e.g., a loan) |
TRADE ACCOUNTS RECEIVABLE
TRADE ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
TRADE ACCOUNTS RECEIVABLE | |
TRADE ACCOUNTS RECEIVABLE | NOTE 3 — TRADE ACCOUNTS RECEIVABLE: December 31, 2021 December 31, 2020 Trade receivables 806 489 806 489 |
CONTRACT ASSETS
CONTRACT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
CONTRACT ASSETS | |
CONTRACT ASSETS | NOTE 4 — CONTRACT ASSETS: December 31, 2021 December 31, 2020 Related parties 1,685 79 Others 4,330 1,875 6,015 1,954 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
OTHER CURRENT ASSETS | |
OTHER CURRENT ASSETS | NOTE 5 — OTHER CURRENT ASSETS: December 31, 2021 December 31, 2020 Prepaid expenses 539 3,263 Government departments and agencies 2,880 3,227 Related parties — 367 3,419 6,857 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
INVENTORY | |
INVENTORY | NOTE 6 — INVENTORY: Inventories are stated at the lower of cost or market, computed using the first-in, first-out method. Following is a breakdown of the Company’s inventory: December 31, 2021 December 31, 2020 Raw materials 547 367 Finished goods inventory 138 308 685 675 |
LEASE LIABILITIES AND RIGHT OF
LEASE LIABILITIES AND RIGHT OF USE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | NOTE 7 — LEASE LIABILITIES AND RIGHT OF USE ASSETS: The Company has lease agreements that include leases of buildings and vehicles that are used for the purpose of carrying out the Company’s ongoing activities. The lease agreements of the buildings are for a period of up to 5 years . While the lease agreements of the vehicles are up to 3 years . The company leases the offices of its corporate headquarters located in Rehovot, Israel. The lease for this office expires in May 2023. The company also leases two offices in the UK: one office in Farnborough, and one office in Manchester. The two offices in the UK serve as research and development and operations centers. The lease for the office of Farnborough will expire in October 2023 and the lease for the office in Manchester will expire in March 2027. The company also has an office in Sofia Bulgaria, where it employs its antenna development team. The lease for the office in Bulgaria included two agreements which will expire in May 2024. a. Extension and cancellation options The Company has lease agreements that include extension options. These options give the company flexibility in managing the lease transactions and adjustment to the company’s business needs. The Company exercises significant discretion in examining whether it is reasonably certain that the extension options will be exercised. NOTE 7 — LEASE LIABILITIES AND RIGHT OF USE ASSETS: (continued) The company included as part of the lease period also the exercise of the extension options existing in the agreements, for assets in which the company expects to exercise the option. There are no extension options in vehicle lease agreements. The Company also has certain leases of office facilities with lease terms of 12 months or less. The Company applies the exemption to the recognition of ‘short-term leases’ to these leases. b. The following is a list of the carried values of the lease assets recognized and the transactions during the period: Buildings Cars Total Cost January 1, 2021 4,743 214 4,957 Additions 670 — 670 Disposals (119) (132) (251) December 31, 2021 5,294 82 5,376 Depreciation January 1, 2021 (1,126) (134) (1,260) Additions (1,148) (69) (1,217) Disposals 119 129 248 December 31, 2021 (2,155) (74) (2,229) Net Book value December 31, 2021 3,139 8 3,147 Buildings Cars Total Cost January 1, 2020 3,445 211 3,656 Additions 1,923 3 1,926 Disposals (625) — (625) December 31, 2020 4,743 214 4,957 Depreciation January 1, 2020 (798) (67) (865) Additions (953) (67) (1,020) Disposals 625 — 625 December 31, 2020 (1,126) (134) (1,260) Net Book value December 31, 2020 3,617 80 3,697 c. Details regarding lease transactions For the year ended December 31, 2021 December 31, 2020 Interest expenses in respect of lease liabilities 547 386 Lease principal payments during the year 1,191 975 |
INVESTMENT IN JET TALK
INVESTMENT IN JET TALK | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
INVESTMENT IN JET TALK: | ||
INVESTMENT IN JET TALK | NOTE 4 — INVESTMENT IN JET TALK: In March 2018 Satixfy UK Limited (the “UK subsidiary”) signed a joint venture agreement with ST Electronics (Satcom & Sensor Systems) Pte Ltd (“STE”) according to which STE agreed to invest $20 million in Jet Talk while the UK subsidiary had committed to provide to Jet Talk with future development services of a an electronically steerable Panel Antenna Array (“PAA”) and supporting modem, exclusive marketing rights for the commercial aviation market, technical skills, staff expertise, R&D facilities and a non-exclusive, royalty-free, world-wide, perpetual, non-transferable, irrevocable license to use and commercially exploit the Company’s intellectual property for the purposes of development, production, sales and marketing of satellite antenna systems. As part of the Company’s commitment to the future development services for Jet Talk, the Company signed two development agreements to provide an electronically steerable PAA and supporting modem for a total consideration of $13 million to be provided from 2018 through 2021. Accordingly, Jet Talk was incorporated in the UK and is 51% held by the UK subsidiary and 49% held by STE. Jet Talk developed the industry’s first Aero In Flight Connectivity (IFC) solution, delivering simultaneous high bit rate Internet and TV channels over current satellites. Although the Company holds the majority of the voting rights in Jet Talk (51%), STE in fact participates in significant financial and operational decisions of Jet Talk made during the ordinary course of business including appointing a CEO, directing R&D activities, directing marketing activities while utilizing its East Asia business connections and its control over the Company’s financing activity. In view of the analysis of the relevant activities of the investee and the examination of the Company’s ability to direct these operations, the Company concluded that it has no influence over all of the investee’s most relevant operations and hence the Company has no control over the investee. Consequently, the investment in Jet Talk should be accounted for in accordance with the equity method and assessed under IAS 28, Investments in Associates and Joint Ventures June 30, 2022 June 30, 2021 Revenues — — Net loss Company share 218 1,865 Company’s share in the loss of a company accounted by equity method, net 111 951 | NOTE 8 — INVESTMENT IN JET-TALK: In March 2018 Satixfy UK Limited (the “UK subsidiary”) signed a Joint Venture agreement with ST Electronics (Satcom & Sensor Systems) Pte Ltd (“STE”) according to which STE will invest USD 20 Million in the JV while the UK subsidiary had committed to provide to Jet Talk with future development services of a an electronically steerable Panel Antenna Array (“PAA”) and supporting modem, exclusive marketing rights for the commercial aviation market, technical skills, staff expertise, R&D facilities and non-exclusive, royalty-free, world-wide, perpetual, non-transferable, irrevocable license to use and commercially exploit the Company’s intellectual property for the purposes of development, production, sales and marketing of satellite antenna systems. As part of the Company’s commitment to the future development services to Jet Talk, the Company signed two development agreements to provide an electronically steerable Panel Antenna Array (“PAA”) and supporting modem for a total consideration of USD 13M to be provided during 2018 through 2021. Accordingly, The Joint Venture company, Jet Talk, was incorporated in UK and is 51% held by the UK subsidiary and 49% held by STE. Jet Talk developed the industry’s first Aero In Flight Connectivity (IFC) solution, delivering simultaneous high bit rate Internet and TV channels over current satellites. Although the Company holds the majority of voting rights (51%), STE in fact participates in significant financial and operational decisions of Jet Talk made during the ordinary course of business including appointing a CEO, directing R&D activities, directing marketing activities while utilizing its East Asia business connections and its control over the Company’s financing activity. In view of the analysis of the relevant activities of the investee and the examination of the Company’s ability to direct these operations, the Company concluded that it has no influence over all of the investee’s most relevant operations and hence the Company has no control over the investee. Consequently, the investment in Jet Talk should be accounted for in accordance with the equity method and assessed under IFRS 28, Investments in Associates and Joint ventures. Condensed financial information of JET-TALK: December 31, 2021 December 31, 2020 Revenues — — Net loss Company share 3,722 7,636 Company’s share in the loss of a company accounted by equity method, net 1,898 3,895 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY, PLANT AND EQUIPMENT, NET | |
PROPERTY, PLANT AND EQUIPMENT, NET | NOTE 9 — PROPERTY, PLANT AND EQUIPMENT, NET: Property, plant and equipment consist of the following as of December 31, 2021, and 2020: Leasehold Machinery and Computers improvements Furniture Equipment Total Cost January 1, 2021 866 467 470 178 1,981 Additions 90 10 111 — 211 December 31, 2021 956 477 581 178 2,192 Depreciation January 1, 2021 (570) (171) (122) (128) (991) Additions (144) (41) (44) — (229) December 31, 2021 (714) (212) (166) (128) 1,220 Net Book value December 31, 2021 242 265 415 50 972 Leasehold Machinery and Computers improvements Furniture Equipment Total Cost January 1, 2020 740 380 390 178 1,688 Additions 126 87 80 — 293 December 31, 2020 866 467 470 178 1,981 Depreciation January 1, 2020 (446) (97) (90) (64) (697) Additions (124) (74) (32) (64) (294) December 31, 2020 (570) (171) (122) (128) (991) Net Book value December 31, 2020 296 296 348 50 990 Depreciation expenses totaled 229 and 294 the year ended December 31, 2021 and December 31, 2020 respectively. |
DEFERRED REVENUES
DEFERRED REVENUES | 12 Months Ended |
Dec. 31, 2021 | |
DEFERRED REVENUES | |
DEFERRED REVENUES | NOTE 10 — DEFERRED REVENUES: Deferred revenues fully reflect the remaining amount to be recognized for each cut-off period in respect of certain contracts with customers. |
OTHER ACCOUNTS PAYABLE AND ACCR
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 11 — OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES: December 31, 2021 December 31, 2020 Liabilities in respect of employees, wages and institutions in respect of wages 4,094 2,780 Accrued expenses 1,653 1,085 Contract liability 474 — Liabilities to government institutions due to grants received 314 916 Government departments and agencies 169 575 Related parties 2,149 327 8,853 5,683 |
LIABILITIES FOR EMPLOYEE SEVERA
LIABILITIES FOR EMPLOYEE SEVERANCE PAY, NET | 12 Months Ended |
Dec. 31, 2021 | |
LIABILITIES FOR EMPLOYEE SEVERANCE PAY, NET | |
LIABILITIES FOR EMPLOYEE SEVERANCE PAY, NET | NOTE 12 — LIABILITIES FOR EMPLOYEE SEVERANCE PAY, NET On May 7, 2006, an extension order in Israel came into force in the manufacturing industry (hereinafter — the “Extension Order”) which applied Section 14 of the Severance Pay Law. Thus, Israeli employees who began their work after May 7, 2006, will receive comprehensive pension insurance. The section also grants employee the right to receive, both in the event of dismissal and in the event of resignation, the component of severance pay, which has been accrued in the funds the Company has created for him/her. On the other hand, the arrangement in Section 14 of the Israeli Severance Pay Law releases the company from the obligation to complement fund contributions if the amount accumulated in the funds does not reflect the amount of severance pay due to the employee under law. The Company applies Section 14 of the Severance Pay Law to its employees. |
LONG TERM LOANS FROM FINANCIAL
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET | 12 Months Ended |
Dec. 31, 2021 | |
LOAN FROM SHAREHOLDER | |
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET | NOTE 13 — LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET a. In July 2016, the Israeli subsidiary entered into an agreement for a bank loan (hereinafter — the “First Loan”) in the amount of 2,000 for a period of 36 months , at an annual interest rate of LIBOR + 6.9% . Monthly principal payments are being paid for a period starting from May 2017 up to July 2019. For that purpose, the Company provided collateral to the bank. In addition, the Company has issued warrants for a period of 6 years . The warrant granted is for 400 to obtain fully paid and non-assessable shares of the Company with same right, preference and privileges as for such class and pro-rata right with other investors at a percentage of the lowest purchase price of any share issued or issuable pursuant to equity raising after the date of the warrant and the warrant is valid for six years after provision of the loan. These warrants have been classified as derivative liabilities and are recorded at the fair value. According to the warrant agreement, the Exercise alternatives of the Bank include exercise for cash on the one hand and Cashless exercise (“Net Exercise”) on the other hand. However, the agreement also determines an Alternative Payment, in which in case of an Exit Transaction as defined the Warrant Agreement and/or in the event that the bank is required by the underwriter to exercise the warrants, the Bank may elect to waive all or any portion of the rights it may then have for the Payment of the Company of the Alternative Payment, as defined in the agreement up to $320K. This Alternative Payment is solely under the Bank’s discretion. b. In May 2019 and in March 2020, the Israeli subsidiary took out a loan including two portions from a bank in the amounts of 5 million and 3 million, respectively, for a period of 36 months (hereinafter: the “Second Loan”). The Second Loan carries an annual interest rate of monthly LIBOR + 6.9% . Monthly principal payments will commence in June 2020. In order to secure the Second Loan, the Company provided the bank with pledged deposits. In addition, the parent company provided the bank with a guarantee to secure all of the Company’s debts and obligations and issued warrants for a period of 10 years convertible to preferred C shares upon holder’s discretion, with a price of $ 625 for the first portion and $ 375 for the second portion. According to the warrant agreement, the Exercise alternatives of the Bank include exercise for cash on the one hand and Cashless exercise (“Net Exercise”) on the other hand. However, the agreement also determines an Alternative Payment, in which in case of an Exit Transaction as defined the Warrant Agreement and/or in the event that the bank is required by the underwriter to exercise the warrants, the Bank may elect to waive all or any portion of the rights it may then have for the Payment of the Company of the Alternative Payment, as defined in the agreement up to $800K. This Alternative Payment is solely under the Bank’s discretion. Notwithstanding the above, in case that a Qualified Financing, as determined the Bank Warrant Agreement, has occurred prior to November 15, 2020 (“Determining Date”), then the Bank is entitled to exercise his warrants to the same class of shares in the Qualified Financing, with the same rights and exercise price. The issuance of the loan together with the warrants is an issuance of a unit of financial instruments for accounting purposes. Accordingly, the warrants’ fair value was determined first independently to amount to $ 311 for July 2016 and $471 and $ 295 in May 2019 and March 2020 grants, respectively. Being a financial liability derivative, the warrants are measured at each reporting date at fair value with changes recorded in profit or loss. This fair value at initial recognition was subtracted from the proceeds of the loan, creating a discount on the loan and an effective interest rate was imputed to measure the loan at amortized cost at each balance sheet date. See also note 16. NOTE 13 — LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET (continued) c. In April 2020, following the Corona pandemic, the Israeli subsidiary took out a five-year state-guaranteed bank loan on preferential terms bearing a yearly interest of premium plus 1.5% . In order to guarantee this loan, the company provided the bank with a cash deposit of 5% of the loan amount and a $ 1.1 million paternal guarantee. d. In September 2020, following the Corona pandemic, the Israeli subsidiary took out an additional five-year state-guaranteed loan with preferential terms bearing a yearly interest rate of prime plus 1.5% . In order to guarantee this loan, the company provided the bank with a cash deposit of 5% of the loan amount and a $ 0.9 million paternal guarantee. e. In April 2021 and in August 2021 the Company signed a USD 5 million and USD 2.3 million loan agreements, respectively, with a financial institution named Liquidity Capital II L.P. (“Liquidity”), with a repayment period of thirty (30) months. The loan bears a monthly interest of 16.4% on the outstanding balance with the following schedule: (i) First six (6) monthly installments of interest only and; (ii) Twenty-four (24) months thereafter equal monthly installments of the principal amount plus interest. For that purpose, the Company granted to Liquidity a warrant for a period of eight (8) years, which, upon exercise, in whole or in part, in accordance with the following terms, will enable to receive preferred shares C of the Company (hereinafter — “the shares”), in a minimum value of USD 365 which might be adjusted upon certain future events. The exercise price per warrant share Shall be US$ 9.36 , subject to adjustment from time to time pursuant to the terms of the Warrant. This fair value at initial recognition was subtracted from the proceeds of the loan, creating a discount on the loan and an effective interest rate was imputed to measure the loan at amortized cost at each balance sheet date. See also note 16. For the year ended December 31 2021 2020 Long term loans from financial institutions 6,943 6,314 Current maturities 6,334 2,161 Financial covenants: In accordance with the 2019 loan agreement of the Israeli subsidiary has undertaken that at any given time, it will hold at least 80% of its cash balance in Mizrahi-Tefahot Bank and in any case, the cash balance will not be less than $ 500,000; and in total, the Company’s consolidated cash balance will not decrease $2 million at any time. As of December 31, 2021, the Company and the Israeli subsidiary met these financial covenants. |
LOAN FROM SHAREHOLDER
LOAN FROM SHAREHOLDER | 12 Months Ended |
Dec. 31, 2021 | |
LOAN FROM SHAREHOLDER: | |
LOAN FROM SHAREHOLDER: | NOTE 14 — LOAN FROM SHAREHOLDER: In March 2020 the English subsidiary signed a USD 5 million loan agreement with an existing shareholder of the company, with a repayment period of thirty-six (36) months. The loan bears interest through the repayment of the loan, which is accrued quarterly at the end of each calendar quarter, as follows: (a) 200 basis points according to Libor plus 30 days for the twelve (12) first months from the start date and additional 50 basis points every 6 months until the end of the repayment period. As part of the loan agreement, the Company granted the shareholder warrants, which, upon exercise, in whole or in part, in accordance with the following terms, will enable the holder to receive Preferred C shares of the Company (hereinafter — “the shares”), in aggregate value of the amount the holder actually lent to the Company in accordance with the loan agreement pre exercise of this warrant (that is up to USD 5 million) at an option price per share (hereinafter — “the exercise price”) equal to USD 6.078 in exchange for preferred shares in a total amount not less than USD 500 before the start date. The warrants were classified to equity and were first booked at fair value. The loan includes financial covenants whose non-compliance allows demand for immediate repayment of the loan. The company took out a USD 5 million “key personnel” insurance policy as a guarantee for the loan on the company’s Former CEO, Mr. Yoel Gat. The fair value of the loan at initial recognition was determined independently with the assistance of a professional valuer who established an equivalent market rate of interest to the loan without the warrants feature. Under IFRS 9, the loan is measured subsequently at amortized cost using the effective interest rate imputed at initial recognition from the fair value of the loan, as mentioned before. This calculated interest rate would determine the finance expenses throughout the life of the loan until conversation or settlement. |
FINANCIAL INSTRUMENTS - RISK MA
FINANCIAL INSTRUMENTS - RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2021 | |
FINANCIAL INSTRUMENTS-RISK MANAGEMENT | |
FINANCIAL INSTRUMENTS-RISK MANAGEMENT | NOTE 16 — FINANCIAL INSTRUMENTS — RISK MANAGEMENT: The Company’s activities expose it to various financial risks, such as market risk, including currency risk, credit risk and liquidity risk. The Company’s overall risk management plan focuses on minimizing possible adverse effects on the Company’s financial performance. Risk management is performed by the CFO, which includes examining certain exposures to risks, such as exchange rate risk, credit risk. In 2021, the Company did not use derivative financial instruments to hedge its operations. Credit risk: Credit risk is created when the failure of parties against the fulfillment of their obligations may reduce the amount of future cash flows from the financial assets held by the Company to the balance sheet date. The Company’s main financial assets are cash and cash equivalents, customers and other receivables, and represent the Company’s maximum exposure to credit risks in connection with its financial assets. The company holds cash in large financial institutions. The par value of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the time of reporting was: 31.12.2021 31.12.2020 Cash 3,854 6,983 Customers 806 489 Other accounts receivable 711 — Contract assets 6,015 1,954 Total 11,386 9,426 Currency risk: Currency risk is the risk that the value of financial instruments will be affected by changes in exchange rates. Currency risk is created when future commercial transactions and recognized assets and liabilities are denominated in a currency other than the Company’s operating currency. The company is exposed to foreign currency risk resulting from exposures to various currencies, mainly in relation to the New Israeli Shekel, the Euro and the British Pound. The company’s policy is not to execute currency protection transactions. NOTE 16 — FINANCIAL INSTRUMENTS — RISK MANAGEMENT: (continued) As of the balance sheet date, the Group’s exposure to currencies as follows: December 31, 2021 NIS EUR GBP USD Total Assets: Cash and cash equivalents 747 19 2,454 634 3,854 Trade receivables 80 77 608 41 806 Other accounts receivable — 711 — — 711 Contract Assets — — 1,248 4,767 6,015 827 807 4,310 5,442 11,386 Liabilities: Current liabilities: Current maturities long-term loans (508) — — (5,826) (6,334) Trade payables (518) (945) (3,594) (3,465) (8,522) Payables and credit balances (5,164) — (1,032) (436) (6,632) (6,190) (945) (4,626) (9,727) (21,488) Non-current liabilities: Long term loans from banks (1,543) — — (5,400) (6,943) Net balances (6,906) (138) (316) (9,685) (17,045) December 31, 2020 NIS EUR GBP USD Total Assets: Cash and cash equivalents 933 3,572 919 1,559 6,983 Trade receivables — — 328 161 489 Contract Assets — — 1,875 79 1,954 933 3,572 3,122 1,799 9,426 Liabilities: Current liabilities: Current maturities long-term loans (79) — — (2,082) (2,161) Trade payables — (368) (1,110) (5,673) (7,151) Payables and credit balances (2,813) — (653) (205) (3,671) (2,892) (368) (1,763) (7,960) (12,983) Non-current liabilities: Long term loans from banks (1,718) — — (4,596) (6,314) Net balances (3,677) 3,204 1,359 (10,757) (9,871) NOTE 16 — FINANCIAL INSTRUMENTS — RISK MANAGEMENT: (continued) Sensitivity analysis: A 10% strengthening of the dollar against the following currencies would have resulted in an increase (decrease) in the equity and profit and loss in the amounts presented below. This analysis assumes that all other variables, and especially interest rates, remain constant. A 10% weakening of the currency against the relevant currencies will have the same effect in the opposite direction on equity and profit and loss. 31.12.2021 31.12.2020 Linked to NIS (6,904) (3,677) 10 % 10 % (690) (368) Linked to EUR (138) 3,204 10 % 10 % (14) 320 Linked to GBP (316) 1,359 10 % 10 % (32) 136 Liquidity risks: Liquidity risks arise from the management of the Group’s working capital as well as from the financing expenses and principal repayments of the Group’s debt instruments. Liquidity risk is the risk that the Group will find it difficult to meet obligations related to financial liabilities. Liquidity risks arise from the management of the Group’s working capital as well as from the financing expenses and principal repayments of the Group’s debt instruments. Liquidity risk is the risk that the Group will find it difficult to meet obligations related to financial liabilities. NOTE 16 — FINANCIAL INSTRUMENTS — RISK MANAGEMENT: (continued) The following is an analysis of the contractual maturities of financial liabilities in accordance with nominal values for settlement. Based on the earliest time the company will be required to pay: 31.12.2021 Within 30 days 1 – 12 Months 1 – 5 Years Total Current maturities long-term loans 448 5,886 — 6,334 Liabilities in respect of leases-ST 132 857 — 989 Trade payables — 8,522 — 8,522 Payables to related parties — 2,149 — 2,149 Other Accounts Payable — 4,483 — 4,483 Long term loans from banks, net — — 6,943 6,943 Liabilities in respect of leases-LT — — 2,984 2,984 Loan from Shareholder — — 4,533 4,533 Warrant Liabilities — 1,392 — 1,392 Total 580 23,289 14,460 38,329 31.12.2020 Within 30 days 1 – 12 Months 1 – 5 Years Total Current maturities long-term loans 147 2,014 — 2,161 Liabilities in respect of leases-ST 114 818 — 932 Trade payables — 7,151 — 7,151 Other Accounts Payable — 3,671 — 3,671 Payables to related parties — 327 — 327 Long term loans from banks, net — — 6,314 6,314 Liabilities in respect of leases-LT — — 3,465 3,465 Loan from shareholder — — 4,212 4,212 Warrant Liabilities — 1,118 — 1,118 Total 261 15,099 13,991 29,351 Fair value of financial instruments measured at fair value on a periodic basis Level 31.12.2021 31.12.2020 Financial Liabilities: Warrants Liabilities 3 1,392 1,118 Classification of financial instruments by fair value hierarchy: The financial instruments measured in the balance sheet at fair value are classified, according to groups with similar characteristics, into a fair value ranking as follows, determined in accordance with the data source used to determine the fair value: Level 1: Quoted prices (without adjustments) in an active market of identical assets and liabilities. Level 2: Non-quoted prices data included in Level 1 which can be viewed directly or indirectly. Level 3: Data that are not based on viewable market information (assessment techniques without the use of viewable market data). As mentioned in Note 13, the warrants granted to the bank and to Liquidity are derivative financial liablities and accordingly measured at each balance date at fair value through profit or loss. NOTE 16 — FINANCIAL INSTRUMENTS — RISK MANAGEMENT: (continued) For the purpose of measuring the fair value of the warrants, a model based on Black Scholes and Merton was used. The inputs used in determining the fair value are: a risk-free interest rate of 0.723%, an expected exercise period of between 0.75 and 6.5 years and an expected volatility of approximately 50%. Warrants Balance at January 1, 2020 814 Issuance of warrants 295 Changes in fair value recognized in finance expenses 9 Balance at December 31, 2020 1,118 Issuance of warrants 74 Changes in fair value recognized in finance expenses 200 Balance at December 31, 2021 1,392 For further details, see Note 13. |
RELATED PARTIES_
RELATED PARTIES: | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTIES: | ||
RELATED PARTIES: | NOTE 6 — RELATED PARTIES: a. Transactions with related parties For the year ended December 31 June 30, 2022 June 30, 2021 Revenues from Jet Talk — 1,336 Revenues from iDirect 212 1,642 b. Outstanding balances with related parties For the year ended December 31 June 30, 2022 June 30, 2021 Assets Jet Talk- Accounts receivable 93 174 Total Assets 93 174 Liabilities Raysat Israel Ltd. 100 278 Ilan Gat Engineers Ltd 64 551 Other 10 — Liability to shareholder — 236 Total Liabilities 174 1,065 c. On February 14, 2022 the Company’s board approved the amendment of the service agreement with Mr. Yoav Leibovitch, the Company’s Chairman and CFO, which amendment shall provide that Mr. Leibovitch shall be entitled to: (1) an increase in his monthly compensation for services provided under the service agreement such that the monthly compensation shall be $85,000 per month, effective as of January 1, 2022; (2) an increase in his yearly bonus such that the yearly bonus shall be 1% of the incremental year over year growth of the shareholders equity in the consolidated financial statements of the Company; and (3) an increase in his annual bonus such that the annual bonus shall be 1% of the incremental year over year of the growth in revenues in the consolidated financial statements of the Company. d. See also Note 8.A. | NOTE 15 — RELATED PARTIES: The Company’s policy is to enter into transactions with related parties on terms that are on the whole no less favorable to it than those that would be available from unaffiliated parties at arm’s length. Based on its experience in the business sectors in which it operates and the terms of the transactions with unaffiliated third parties, The Company believes that all of the transactions described below met this policy standard at the time they occurred. On May 4, 2017, the Company’s Board of Directors approved the execution of a management and consulting services agreements with Ilan Gat Engineers Ltd. (hereinafter: “Ilan Gat”), an entity controlled by Mr. Yoel Gat, the Former CEO and a significant shareholder in the Company. According to this agreements, as of 2018, the management fees will be paid to Ilan Gat, which consists of a monthly management fees of USD 50 and reimbursement of other monthly expenses for the services of Yoel Gat and Simona Gat, the President and COO of the Company. In November 2019 the Company’s board of directors approved a retroactive update of the monthly management fee starting in January 2019 to the amount of USD 100 and reimbursement of other monthly expenses. In January 2021 the Company’s board of directors approved an update of the monthly management fee starting in January 2021 to the amount of USD 110 and reimbursement of other monthly expenses. On December 24 th , 2020 and on January 4 th , 2021 the board and the shareholders, respectively approved the grant of 1.3 million options to Yoel Gat and 1.3 million options to Ms. Simona Gat to purchase ordinary shares of the Company according to the 2020 Share Award Plan. NOTE 15 — RELATED PARTIES: (continued) On May 4, 2017, the board of directors of the Company approved the execution of a management and consulting services agreement, Raysat Israel Ltd., an entity controlled by Mr. Yoav Leibovitch, Chairman, Interim CEO and CFO, pursuant to which Mr. Leibovitch’s management fees consisting of: (i) management fees of USD 25 on a monthly basis, and reimbursements of other monthly expenses In November 2019 the company board approved the monthly management fee update retroactively from January 2019 to the amount of USD 50 and reimbursement of other monthly expenses. In January 2021 the Company’s board of directors approved an update of the monthly management fee starting in January 2021 to the amount of USD 55 and reimbursement of other monthly expenses. On December 24 th , 2020 the board approved the grant of 1.3 million options to Mr. Yoav Leibovitch to purchase ordinary shares of the Company according to the 2020 Share Award Plan. On February 6, 2018 and on February 14, 2020 the Company signed on three development agreements with Jet Talk to provide an electronically steerable Panel Antenna Array (“PAA”) and supporting modem for a total consideration of USD 32,000 to be provided during 2018 through 2023. (See also Note 8). On May 2018 the Company signed a subscription agreement with one of its shareholders for investment of USD 5,000 of which, initial payment of USD 750 was transferred on May 2018. The investment hasn’t been completed and on December 2020 the Company issued 123 Ordinary shares in consideration of the initial payment. Transactions with related parties For the year ended December 31 2021 2020 Revenues from Jet Talk 3,116 7,279 Revenues from iDirect 2,074 — For the year ended December 31, 2021: Scope of Holding Salary and Expected Share- Name Position Position Rate related expenses Bonus Based Payments Ilan Gat (Yoel Gat) Former CEO Full Time 22.5 % 660 76 39 Ilan Gat (Simona Gat) President and COO Full Time 0 % 660 76 39 Raysat (Yoav Leibovitch) CFO Full Time 12.2 % 660 76 39 For the year ended December 31, 2020: Scope of Holding Salary and Expected Share- Name Position Position Rate related expenses Bonus Based Payments Ilan Gat (Yoel Gat) Former CEO Full Time 22.5 % 600 — — Ilan Gat (Simona Gat) President and COO Full Time 0 % 600 — 0.7 Raysat (Yoav Leibovitch) CFO Full Time 12.2 % 600 — 0.7 NOTE 15 — RELATED PARTIES: (continued) Outstanding balances with related parties For the year ended December 31 2021 2020 Assets Jet Talk — 446 Total Assets — 446 Labilities Raysat Israel Ltd. 605 60 Ilan Gat Engineers Ltd 1,210 117 Liability to shareholder 334 150 Total Liabilities 2,149 327 |
LIABILITY FOR ROYALTIES PAYABLE
LIABILITY FOR ROYALTIES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
LIABILITY FOR ROYALTIES PAYABLE | |
LIABILITY FOR ROYALTIES PAYABLE | NOTE 17 — LIABILITY FOR ROYALTIES PAYABLE The Company received the approval of the Israel Innovation Authority (the “IIA”) for its participation in certain development expenses carried out by the Company, within the framework of determined budgets and time periods. In accordance with its commitment, the Company is obliged to pay the IIA royalties of 3-4% of sales, constituting the revenues derived from sales of the Company’s revenues based on the financing by the IIA, up to the total amount of the grant actually received, all linked to the exchange rate of the USD and bears an annual interest linked to the LIBOR. Therefore, the total amount of the grants that will be repaid through royalties and will increase until repayments begin. The difference between the consideration received and the liability recognized at inception (present value) was treated as a government grant according to IAS 20 and recognized as a reimbursement of research expenses or a reduction in capitalized development costs. December 31, December 31, 2021 2020 At January 1 1,596 1,606 Principal Payments (488) — Exchange rate differences (82) 189 Amounts recognized as an offset from research and development expenses (258) — Revaluation of the liability 600 (199) As of December 31 1,368 1,596 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of classes of share capital [abstract] | |
EQUITY | NOTE 18 — EQUITY a. Ordinary share: Ordinary share confers upon its holders the rights to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. b. Preferred A Shares: In November 2015, the Company granted warrants to two shareholders with a total exercise price of $ 1.5 million each exercisable to 455 Preferred A shares at an exercise price of $ 3.295 each. In September, 2018, all the warrants were exercised. The preferred A shares are convertible into the Company’s ordinary shares on a one-to-one basis at the option of the holder or automatically upon the consummation of an underwritten listing of the Company in which the offer valuation of the Company represents a price per Ordinary Share of not less than 200% of the Preferred A Subscription Price. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the preferred shares are entitled to, after full satisfaction of the Preferred B Liquidation Preference, the holders of Preferred A Shares shall receive any amount equal to the higher of (1) the Preferred A Subscription Price and any declared and unpaid dividends plus 8% per annum; and (2) the pro-rata portion of the remaining funds in proportion to the amounts such holders would be entitled to receive if the Preferred A Shares were converted into Ordinary Shares immediately prior to the liquidation event. c. Preferred B Shares: On January 26, 2017 and February 7, 2017, the Company entered into two Securities Purchase Agreements with Golden Arie Hi-tec Investment PTE, providing for the issuance in private placement to the investors thereunder an aggregate amount of 1,137 preferred shares for a total consideration of USD 4.997. On March 28, 2017, the Company entered into a Securities Purchase Agreements with Glory Venture Investment Fund II LP, providing for the issuance in private placement to the investors thereunder an aggregate amount of 228 preferred shares for a total consideration of USD 751. The preferred shares are convertible into the Company’s ordinary shares on a one-to-one basis at the option of the holder or automatically upon the consummation of the Company of a Qualified IPO (a Listing that ascribes a pre-money equity valuation of the Company of not less than the higher of (i) USD 300,000,000 and (ii) 200% of the post-money valuation of the Company immediately following the latest issuance of Preferred B Shares to the Investor or any Follow On Investment other than any issuance of Preferred B Shares at a higher price per Share than the price per Share paid by the Investor) which provided that each holder of Preferred B Shares has received prior to the consummation of such Qualified IPO by way of dividend an amount equal to the Preferred B liquidation preference subject to the cap. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the preferred shares are entitled to receive an amount equal to the higher of (1) 200% of the Preferred B Subscription Price plus all declared but unpaid dividends; and (2) an amount which constitutes an overall internal rate of return equal to 20% per annum plus all declared but unpaid dividends. The aforesaid shall be capped at 3 times the Preferred B Subscription Price. d. Preferred C Shares: On August 21, 2017, the Company entered into three Securities Purchase Agreement with Signal Intelligence International ltd, providing for the issuance in private placement to the investor thereunder an aggregate amount of 823 preferred shares for a total consideration of USD 5.002. NOTE 18 — EQUITY (continued) On September 4, 2017 the Company entered into a Securities Purchase Agreement with Marc Jakobson, a private investor, providing for the issuance in private placement to the investor thereunder an aggregate amount of 33 preferred shares for a total consideration of USD 200. The preferred shares are convertible into the Company’s ordinary shares on a one-to-one basis at the option of the holder or automatically upon the consummation of an underwritten listing of the Company in which the offer valuation of the Company represents a price per Ordinary Share of not less than 200% of the Preferred C Subscription Price. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the preferred shares are entitled to, after full satisfaction of the Preferred B Liquidation Preference and Preferred A Liquidation Preference , the holders of Preferred C Shares are entitled to receive an amount equal to the higher of (1) 200% of the Preferred B Subscription Price plus all declared but unpaid dividends; and (2) an amount which constitutes an overall internal rate of return equal to 20% per annum plus all declared but unpaid dividends. The aforesaid shall be capped at 3 times the Preferred B Subscription Price. e. Share Option Plan: On September 4, 2013, the Company’s board directors adopted for the first time the 2013 Share Incentive Plan pursuant to which the board of directors is authorized to issue share options, restricted share and other awards to officers, directors, employees, consultants and other service providers of the Company’s Israeli subsidiary. Each option can be exercised for one ordinary stock with a par value of US USD 0.008 . Each option is exercisable over up to 10 years from the grant date. On May 12, 2020 following the Reorganization described in Note 1(a) the board of directors adopted 2020 Share Award Plan replacing the 2013 Share Incentive Plan and all the Israeli employees were re granted according to the 2020 Share Award Plan after receiving an approval from the Israeli Tax Authorities for tax exemption in accordance with the provisions of section 104B (f) of the Income Tax Ordinance. The Options granted under the 2013 Share Incentive Plan and under 2020 Share Award Plan are subject to Section 102 of the Israeli Tax Ordinance, the minimum period in which the Allocated Options granted to a participant or, upon exercise or vesting thereof the Underlying Shares, are to be held by the Trustee on behalf of the participant, in accordance with Section 102, and pursuant to the Tax Track which the Company selects subject to the provisions of Section 102(g) of the Israeli Tax Ordinance. In 2021, the Company granted 2,829 options to the Company’s employees. In 2021, 58 options were exercised by employees and converted to shares. As of December 31, 2021, 7,710 options to purchase the Company’s shares are outstanding, of which 3,138 are exercisable. On May 4, 2017 the Company’s board of directors approved EMI share option scheme pursuant to which the board of directors is authorized to issue share options, restricted share and other awards to officers, directors, employees, consultants and other service providers of the Company’s UK subsidiaries. Each option can be exercised for one ordinary stock with a par value of US USD 0.008 . Options granted vest in equal tranches over three years from the grant date. Each option is exercisable over up to 10 years from the grant date. On May 12, 2020 following the Reorganization described in Note 1(a) the board of directors adopted 2020 EMI Share Option Plan replacing the EMI share option scheme and all the employees in UK were re granted according to the 2020 EMI Share Option Plan. NOTE 18 — EQUITY (continued) Under the rules of the scheme, share options only become exercisable upon an exit event. An exit event is defined as the sale or transfer of the whole of the undertaking or assets of the company and its subsidiaries or a successful listing on a recognized share exchange. If the share options remain unexercised after a period of ten years from the date of grant the share options will automatically lapse and cease to be exercisable. In the event that an employee leaves the employment of the company or its group, for whatever reason (including death), all share options are forfeited immediately. All share options granted are non-assignable under the rules of the scheme and any ordinary shares ultimately acquired on the exercise of a share option are subject to certain restrictions as stipulated in the company’s articles of association. The following table summarizes information about share options outstanding and exercisable as of December 31, 2021: Options Outstanding Options Exercisable Number Outstanding on Weighted Average Number Exercisable on December 31, 2021 Remaining Contractual Life December 31, 2021 Exercise Price Years USD 947 3.03 947 0.0001 563 2.17 563 0.536 260 6.45 260 0.55 1,453 7.17 1,182 1.102 4,487 8.96 186 2.5 7,710 3,138 2021 2020 Weighted Weighted Number Average Number Average of Exercise of Exercise Options Price Options Price USD USD Options outstanding at the beginning of year: 6,448 1.57 3,579 0.42 Changes during the year: Granted 1,499 2.34 3,575 2.38 Exercised 58 1.10 572 0.0001 Forfeited 179 1.83 134 1.10 Options outstanding at end of year 7,710 1.72 6,448 1.23 Options exercisable at year-end 3,138 0.705 2,814 0.31 The fair value of each option granted is estimated on the date of grant, using the Black-Scholes framework with the following assumptions: dividend yield of 0% for all years; expected volatility: – 40%-60%; risk-free interest rate: 0.1%-2.5%-; and expected life: 2-4 years. The Company is required to assume a dividend yield as an input in the Black-Scholes model. The dividend yield assumption is based on the Company’s historical experience and expectation of future dividends payouts and may be subject to change in the future. |
MATERIAL COMMITMENTS
MATERIAL COMMITMENTS | 12 Months Ended |
Dec. 31, 2021 | |
MATERIAL COMMITMENTS | |
MATERIAL COMMITMENTS | NOTE 19 — MATERIAL COMMITMENTS: The Company’s UK subsidiaries had signed several agreements with the European Space Agency (hereinafter: “ESA” or “The Agency”) as part of the Agency’s ARTES programs. The objectives of ARTES programs are to ensure the readiness of the industry to respond to commercial opportunities by focusing the activities on technological innovation in equipment, systems and applications for satellite communication, resulting in products ready for future exploitation within either the commercial or institutional market. Accordingly, the Agency had agreed to participate in the funding of the development of an integrated chip sets for several industries, which includes both hardware and software. The Agency’s participation varies between 50%-75% of the cost, depending on the nature of the engagement. The grants are recognized in the statement of operations as a reduction of research and development expenses and are recognized when the Company is entitled, on the basis of the accumulation of expenses for which the grants are received. The Agency do not require any future royalties nor any ownership of the Intellectual Property (“IP”) resulting from the development which is owned by the Company’s UK subsidiaries, however, the agreement do stipulates that the IP will be available to the Agency on a free, worldwide license for its own requirements, The Agency can require the Company to license the IP to certain bodies that are part of specified Agency programs, for the Agency’s own requirements on acceptable commercial terms and can also require the Company to license the IP to any other third party for purposes other than the Agency’s requirements subject to the approval of the Company that those other purposes do not contradict its commercial interests. Grants received from ESA are recognized in the statement of operations as a reduction of the research and development expenses and are recognized when the Company is entitled, on the basis of the accumulation of expenses for which the grants are received. The Subsidiary also participated in programs that were financed by the Government of Israel for supporting research and development activities. As of 31 December 2021, the Subsidiary had obtained grants from the Israel Innovation Authority to finance its research and development programs in the aggregate of USD 6,122 thousand, of which 3,289 bear royalties. In return for financing these programs, the Subsidiary committed to pay the Israel Innovation Authority royalties of 3%-4% of total sales of products from revenues related to these programs. The royalties will be paid up to a maximum amount representing 100% of total grants received and are linked to the U.S. dollar exchange rate with the addition of an annual dollar interest rate. As of 31 December 2021, and 31 December 2020 the Subsidiary has accumulated liability in respect of royalties to the Israel Innovation Authority in the amount of USD 314 and USD 916 thousand, respectively, representing 3%−4% of revenues. As of 31 December 2021, and 31 December 2020, the Subsidiary has a contingent liability to the Chief Scientist in the amount of USD 2,295 and USD 2,260, respectively, based on discounted future royalties at an interest rate of 20%, respectively. Legal proceedings In 2021 the Company was not subject to any pending or threatened legal proceedings, nor is our property the subject of a pending or threatened legal proceeding. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business. See also Note 2(c). Covenants In accordance with the loan arrangement of the Israeli subsidiary of the Company from 2019, the Israeli subsidiary undertook that at any given time, it will hold at least 80% of its cash balance in Mizrahi-Tefahot Bank and in any case, the cash balance will not be less than USD 500, and in total the comp’ny’s accounts will not be less than USD 2,000 at any time. As of December 31, 2021, the Company and its Israeli subsidiary had met these covenants. NOTE 19 — MATERIAL COMMITMENTS: (continued) Royalty commitments The Company receives research and development grants from the Israel Innovation Authority (the “IIA”). In consideration for the research and development grants received from the IIA, the Company has undertaken to pay royalties as a percentage of revenues from products developed from research and development projects financed. If the Company does not generate sales of products developed with funds provided by the IIA, the Company is not obligated to pay royalties or repay the grants. Royalties are payable at the rate of 3%-4% from the time of commencement of sales of all of the Company’s products until the cumulative amount of the royalties paid equals 100% of the dollar-linked amounts of the grants received, plus interest at LIBOR. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2021 | |
REVENUES | |
REVENUES | NOTE — 20 — REVENUES The Company splits its revenues from contracts with customers in accordance with contracts for provision of R&D services and products as presented in the statement of comprehensive income. Main customers: 1. Transactions with main customers: The company has 4 main customers: Jet Talk, for which revenues were reported as revenues from provision of development services, Airbus, for which revenues were reported as revenues from provision of development services, Telesat, for which revenues were reported as revenues from provision of development services and iDirect, for which revenues were reported as revenues from sale of products. For the year ended 31.12.2021 31.12.2020 USD thousands % USD thousands % Jet Talk 3,116 14 % 7,279 68 % Airbus 3,256 15 % 3,683 35 % Telesat 8,400 39 % — — iDirect 2,074 10 % — — 2. Geographical areas: The following table splits the company’s revenues by main geographical areas: US & Canada UK Other Consolidated 2021 2020 2021 2020 2021 2020 2021 2020 Revenues 13,196 — 7,325 10,316 1,199 316 21,720 10,632 |
COST OF REVENUE AND SERVICES
COST OF REVENUE AND SERVICES | 12 Months Ended |
Dec. 31, 2021 | |
COST OF REVENUE AND SERVICE | |
COST OF REVENUE AND SERVICES | NOTE 21 — COST OF REVENUE AND SERVICES 31.12.2021 31.12.2020 Salaries and related expenses 6,764 1,184 Materials and models 1,516 63 Depriciation 56 59 Chip Development tools and Subcontractors 507 1,754 Total 8,843 3,060 |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
RESEARCH AND DEVELOPMENT EXPENSES | |
RESEARCH AND DEVELOPMENT EXPENSES | NOTE 22 — RESEARCH AND DEVELOPMENT EXPENSES: For the year ended 31.12.2021 31.12.2020 Salaries and related expenses 16,508 16,048 Development tools and subcontractors 15,238 14,814 Government support and grants (13,802) (14,225) Total 17,944 16,637 |
SELLING AND MARKETING EXPENSES_
SELLING AND MARKETING EXPENSES: | 12 Months Ended |
Dec. 31, 2021 | |
SELLING AND MARKETING EXPENSES: | |
SELLING AND MARKETING EXPENSES: | NOTE 23 — SELLING AND MARKETING EXPENSES: For the year ended 31.12.2021 31.12.2020 Salaries and related expenses 1,752 1,088 Total 1,752 1,088 |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2021 | |
TAXES ON INCOME | |
TAXES ON INCOME | NOTE 25 — TAXES ON INCOME: b. Tax base: Hong Kong: The corporate tax rate in Hong Kong stood at 16.5% in the years 2021 and 2020. The Hong Kong Inland Revenue Department takes “n “Assessment First, Audit La”er” (“A”AL”) approach, according to which assessments or loss statements are issued to taxpayers based on the reported return. Since Hong K’ng’s tax system is based on a territorial concept, the tax is not levied on the basis of a comp’ny’s residency and therefore there is no need for a statutory definition of the term. However, the concept of residency has some importance in implementing another directive. Since its incorporation, the company has not generated profits that can be taxed under Hong Kong law. NOTE 25 — TAXES ON INCOME: (continued) UK: The corporate tax rate in the UK stood at 19% in the years 2021 and 2020. The tax payable now is based on the taxable profit for the year. The taxable profit is different than the net profit as reported in the profit and loss account since it does not include items of income or expense that are taxable or tax deductible in other years and does not include items that are not taxable or not tax deductible at all. The Gr’up’s current tax liability is calculated according to tax rates that have been enacted or that their enactment has actually been completed by the end of the reporting period. Israel: The comp’ny’s Israeli subsidiaries are subject to the tax laws of the State of Israel, whose overall tax rate was 23% in 2021 and in 2020. The company is entitled to various tax benefits in Israel by virtue of its status as a “preferred enterprise” as defined in the tax regulations. The benefits include, among other things, a reduced tax rate. In December 2010, an amendment was adopted to the Capital Investment Encouragement Law of 1959, or “the Investment Law”. This new legislation came into force on 1 January 2011 and applies to preferred income produced or generated by a preferred enterprise from the date of commencement. Under this legislation, a unified corporate tax rate applies to all income that meets the conditions of certain industrial companies, or preferred enterprises (as defined in the Investment Law), in contrary to the previous law incentives, which were limited to income from approved enterprises and licensed enterprises during their benefit period. According to the legislation, the unified tax rates are as follows: 20-5 – 12% (6% in development areas). c. Uncertain tax position: The Company did not record any liability in respect of income taxes related to deferred tax benefits at the date of adoption and did not record any liability in respect of deferred tax benefits during 2021. Accordingly, the Company has not recorded any interest or penalty for any unrecognized benefit. c. Tax losses As of December 31, 2021, the Company has a carry-forward loss of approximately USD 82 million, according to the 2021 tax return, which may be utilized to offset taxable income in the future. The company did not create deferred taxes due to the uncertainty in their future utilization. d. Tax assessments The company has not yet received final tax assessments in any of its subsidiaries. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
LOSS PER SHARE | |
LOSS PER SHARE | NOTE 26 — LOSS PER SHARE Below are the net loss data attributed to capital rights owners. The loss per share is calculated according to the weighted average number of the shares issued in the relevant financial periods, the weighted average number of the ordinary shares issued and the loss for the period as follows: For the year ended December 31 2021 2020 Calculation of basic earnings per share: Net loss (17,050) (17,563) Loss attributed to ordinary shareholders in USD (17,050) (17,563) Weighted average number of ordinary shares 17,902,000 17,551,000 Basic and diluted loss per share attributed in USD (0.95) (1.00) |
SUBSEQUENT EVENT_
SUBSEQUENT EVENT: | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENT: | ||
SUBSEQUENT EVENT: | NOTE 8 — SUBSEQUENT EVENT: On September 13, 2022, the Company’s board approved the amendment of the service agreement with Mr. Yoav Leibovitch, the Company’s Chairman and CFO, which amendment shall provide that Mr. Leibovitch shall be entitled, upon and subject to the closing of the SPAC transaction as mentioned in Note 3.B, to: (1) a $2 million success bonus; (2) an increase in his monthly compensation for services provided under the service agreement such that the monthly compensation shall be $100,000 per month, effective as of October 1, 2022; (3) an increase in his yearly bonus such that the yearly bonus shall be 2% of the incremental year over year growth of the shareholders equity in the consolidated financial statements of the Company; and (4) an increase in his annual bonus such that the annual bonus shall be 2% of the incremental year over year of the growth in revenues in the consolidated financial statements of the Company. The amendment of Mr. Leibovitch’s service agreement was also approved by the shareholders on September 29, 2022. | NOTE 27 — SUBSEQUENT EVENT: a. Long Term Loan from a Financial Institution — Francisco Partners L.P On February 1, 2022, the Company signed a USD 55 million loan agreement with affiliates of a financial institution named Francisco Partners L.P., with a repayment period of between 2.5 to 4 years depending on the Company completing a qualified public offering within 12 months of closing. The loan bears a yearly interest of 9.5% on the outstanding balance. In the event the Company will not complete a qualified public offering during the first year, then the interest rate shall increase by 100 basis points per year beginning in year 2 up to a maximum rate of 11.5% total. While the Company is private, there is an ability to Pay in Kind (“PIK”) 100% of interest in year 1, 75% of interest in year 2, and 50% of interest thereafter. If the Company completes a qualified public offering, then 100% of interest will be paid in cash thereafter. The loan is guaranteed on a senior secured basis by the Company and its subsidiaries, subject to customary exceptions. As consideration for the loan, the Company also granted to the lenders under the credit agreement 808,907 of its ordinary shares. The loan also has the following Financial Covenants: If the Debt / EBITDA ratio (as defined in the credit agreement) is less than 6x, then no minimum cash covenant will apply; otherwise, a minimum cash covenant of $10 million will apply. In addition, the Company has to meet affirmative and negative covenants customary for a financing of this type, including but not limited to, limitations on indebtedness, restricted payments, dividends, transactions with affiliates, investments, liens, acquisitions, and asset sales. b. Business Combination agreement — SPAC Transaction On March 8, 2022, The Company and one of its subsidiaries (SatixFy MS) which was incorporated during 2022 for that purpose, entered a Business Combination Agreement with Endurance Acquisition Corp (EDNCU). Under that agreement, the subsidiary, SatixFy MS, will merge with into EDNCU, with EDNCU continuing as the surviving company and becoming the Company’s direct, wholly owned subsidiary. The Business Combination is currently expected to close in the third or fourth quarter of 2022, after receipt of the required approval by the Company’s shareholders and EDNCU’s shareholders and the fulfillment of certain other conditions. NOTE 27 — SUBSEQUENT EVENT: (continued) As a result of the Business Combination, the Company expect to record an estimated gross increase in cash of between approximately $42.5 million, assuming the Maximum Redemption scenario, and $230.1 million, assuming the No Redemption scenario, and in each case including $29.1 million in proceeds from the PIPE Financing, expected to close concurrently with the Business Combination, with up to approximately $30 million in total expenses related to the Transactions. The Business Combination will be accounted for as a capital reorganization, with no goodwill or other intangible assets recorded, in accordance with IFRS. The Company has been determined to be the accounting acquirer. In connection with the Business Combination, the SatixFy Ordinary Shares will be registered under the Exchange Act and listed on Nasdaq. Concurrently with the execution of the Business Combination Agreement, The Company entered into the Equity Line of Credit with Cantor Fitzgerald Principal Investments (“CF”), pursuant to which the Company may issue and sell to CF, from time to time and subject to the conditions in the related purchase agreement, up to $75 million in the Company’s Ordinary Shares. c. Legal Proceeding The Company, SatixFy Limited, and certain shareholders and directors of the Company (the “Defendants”) were served with two lawsuits filed in the district court in Tel Aviv on March 22, 2022, by certain plaintiffs purporting to be stockholders of the Company (the “Plaintiffs”). Based on their prior stakes in Satixfy Limited, a company incorporated in Hong Kong, whose business was assigned to the Company in exchange for the issuance of equivalent holdings in the Company, except for certain shares placed in trust for the benefit of certain service providers, the Plaintiffs claim they are entitled to an aggregate of 2,000,000 Ordinary Shares of the Company and that the said trust mechanism does not pertain to them. The Plaintiffs ask for: the amendment of the Company’s shareholders register accordingly, (ii) an order enjoining the defendants from executing any transaction or taking any other action that could adversely and disproportionally affect the Plaintiffs’ rights as shareholders, and (iii) the Defendants to notify the relevant regulatory authorities of the plaintiffs’ claim. The Company issued and placed in trust sufficient shares to provide for the Plaintiffs’ alleged stakes in the Company should they prevail on the merits. In May 2022, the court rejected plaintiff’s request for injunctive relief and ordered the appointment of a former judge, as the new trustee to exercise fiduciary authority over such shares. The plaintiffs’ claim on the merits remains pending. The Company believes that these proceedings will not have a material impact on the Company. d. On April 8, 2022 Mr. Yoel Gat, the Company’s former CEO, Chairman and founder passed away due to fatal illness. Mr. Yoav Leibovitch, the Company’s CFO, was nominated by the board as an interim CEO and Chairman of the board. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of preparation | Basis of preparation A. Statement of compliance These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2021 annual consolidated financial statements. The Company has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2021 annual consolidated financial statements. B. Accounting policy for new transactions or events Issuance of a bundle of financial instruments The consideration received from the issuance of a bundle of financial instruments is attributed initially to financial liabilities that are measured each period at fair value through profit or loss, and then to financial liabilities that are measured only upon initial recognition at fair value. The remaining amount is the value of the equity component. Direct issuance costs are attributed to the specific financial instruments in respect of which they were incurred, whereas joint issuance costs are attributed to the securities on a proportionate basis according to the allocation of the consideration from the issuance of the bundle, as described above. | A. Basis of preparation: |
Basis of consolidation | B. Basis of consolidation: Subsidiaries: Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. In addition, the financial statements of the subsidiaries were prepared using a consistent accounting policy with the Company regarding similar transactions and events in similar circumstances. Investments in affiliated companies and joint ventures: When the Company has the ability to influence the business operation of another entity, but the influence doesn’t constitute a control, then the Company has a significant influence which will be presented as an affiliate company based on the equity method. Potential voting rights which can be exercise on an immediate basis also taking into account as part of the above influence. The holding in an affiliate company is presented based on the equity method unless the investment is held for sale. The financials statements of the affiliated company have been prepared using the same accounting policy of the Company. Any goodwill arising from the affiliated company purchase is part of the investment and isn’t amortized unless there is objective evidence for impairment. If the Company’s share in the losses of an affiliated company or joint venture is equal to or exceeds its rights in the affiliated company or in the joint venture, the Company ceases to recognize its share in additional losses. Once the Company’s rights have been reduced to zero, the Company recognizes additional losses only to the extent that it has incurred legal or implied liabilities or to the extent that payments have been made for the affiliated company or for the joint venture. The Company recognizes the gains that arise thereafter only when the Company’s share in the profits equals the share in unrecognized losses. The Company performs an impairment test (see Note 2.U below) for a net investment in an affiliated company or in a joint venture as a whole when there is objective evidence of impairment of the investment. An impairment loss as aforesaid is allocated to an investment as a whole. The Company ceases to use the equity method as of the date on which an investment ceases to be an affiliated company or joint venture. Any investment remaining in the former affiliate or former joint venture is measured at fair value. The difference between the fair value of the remaining investment and any consideration from the realization of part of the investment and the book value of the investment at the time the use of the equity method is discontinued is recognized in profit or loss. Amounts previously recognized in other comprehensive income with respect to the same investment are treated in the same manner that would have been required if the invested entity had itself realized the related assets or related liabilities. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates and joint ventures are eliminated to the extent of the Group’s interest in these investments. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. | |
Use of estimates and assumptions in the preparation of the financial statements | C. Use of estimates and assumptions in the preparation of the financial statements: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. By their nature, these estimates are subject to measurement uncertainty and are reviewed periodically and adjustments, if necessary, are made in the year which they are identified. Actual results could differ from those estimates. The following is a description of assumptions about the future and other factors for uncertainty in estimates at the end of the reporting period, which results in a significant risk that will result in material correlation to book values of assets and liabilities during the next reporting period: Useful life of fixed assets and intangible assets — Fair value of financial instruments — Inventory — Estimates of Receipts or Payments of Financial Instruments — Contracts with customers — | |
Foreign currency | D. Foreign currency: The consolidated financial statements are prepared in U.S. Dollars (the functional currency). Transactions and balances in foreign currencies are converted into US Dollars in accordance with the principles set forth by International Accounting Standard (IAS) 21 “The Effects of Changes in Foreign Exchange Rates”. Accordingly, transactions and balances have been converted as follows: ● Monetary assets and liabilities — at the rate of exchange applicable at the consolidated statements of financial position date. ● Exchange gains and losses from the aforementioned conversion are recognized in the statement of comprehensive income. ● Expense items — at exchange rates applicable as of the date of recognition of those items. ● Non-monetary items are converted at the rate of exchange used to convert the related consolidated statements of financial position items i.e. at the time of the transaction. Foreign operations On consolidation, the results of foreign operations are translated into US Dollars at exchange rates ruling when the transactions took place. All assets and liabilities of foreign operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date. Exchange rate differences arising on translating the opening net assets at opening rate and the results of foreign operations at actual rate of exchange are recognized in other comprehensive income and accumulated in the foreign exchange reserve. Exchange differences recognized in profit or loss in the Group entities’ separate financial statements on the translation of long-term monetary items forming part of the Group’s net investment in the foreign operation concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on consolidation. On disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to that operation up to the date of disposal are classified to profit or loss as part of the profit or loss on disposal. | |
Cash and cash equivalents | F. Cash and cash equivalents: Cash equivalents are considered by the Company to be highly liquid investments, including, inter alia, short-term deposits with banks and the maturity of which do not exceed three months at the time of deposit and which are not restricted. Overdrafts, which are due on demand and form an integral part of the Company’s cash management, were included as a component of cash and cash equivalents for the purposes of presenting the statement of cash flows. | |
Linkage | G. Linkage: Assets and liabilities linked to the consumer price index were included according to the appropriate index for each asset or liability. CPI-linked loans are measured at reduced cost when the balance at the end of the reporting period is CPI-linked. | |
Provisions | H. Provisions: Provisions are recognized when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. The effect of the time value is material, the amount of the provision is measured according to the present value of the projected expenses that will be required to settle the obligation. The reduction of a provision is recognized in profit or loss as the reduction of the appropriate consequential item when the company actually bears it or at the date of its termination, whichever is later. I. Research and development costs: | |
Research and development costs | I. Research and development costs: Subsequent expenditure on capitalized intangible assets is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates. All other expenditure, including that incurred in order to maintain an intangible assets current level of performance, is expensed as incurred. The Company did not meet those requirements for capitalization of research and development expenses. | |
Leases | J. Leases: The Company applied the following practical expedients when applying IFRS 16 to leases previously classified as operating leases: ● Applied a single discount rate to a portfolio of leases with reasonably similar characteristics. ● Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term remaining as of the date of initial application and do not contain a purchase option. ● Applied the practical expedient provided by the standard to recognize right-of-use assets equal to the lease liability upon initial application. Under IFRS 16, the Company recognizes right-of-use assets and lease liabilities for most leases. The Company adopted IFRS 16 using the modified retrospective approach, with recognition of transitional adjustments on the date of initial application (January 1, 2019), without restatement of comparative figures. On initial application of IFRS 16, the Company recognized right-of-use assets and lease liabilities in relation to leases of office facilities and motor vehicles, which had previously been classified as operating leases. The lease liabilities were measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate as at January 1, 2019. The Company’s incremental borrowing rate is the rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions. The weighted-average rate applied was 4.5%. Right-of-use assets are measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments. Right-of-use assets: The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets comprises the amount of the initial measurement of the lease liability; lease payments made at or before the commencement date less any lease incentives received; and initial direct costs incurred. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment. The right-of-use assets are presented within property, plant and equipment. Lease liabilities: At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option that is reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. Lease term: The term of a lease is determined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. | |
Share-based payment | K. Share-based payment: The Company has recognized share-based payment transactions, inter alia, for the purchase of goods or services. These transactions include transactions with employees and non-employee parties that will be settled in the Company’s equity instruments, such as shares or stock options, or that will be settled in cash based on the price or value of the Company’s equity instruments, and transactions that allow the Company or service or goods to choose between Cash in cash and disposal in the company’s equity instruments. In the case of share-based payment transactions for employees disposed of in equity instruments, the value of the benefit is measured at the time of grant with respect to the fair value of the equity instruments granted. With respect to share-based payment transactions for non-employee parties settled in equity instruments, the value of the transaction is measured with respect to the fair value of the goods and / or services received. If the company is unable to reliably measure the fair value of the goods or services received, their fair value is measured with respect to the fair value of the equity instruments granted. In the case of share-based payment transactions that are settled in cash, the value of the benefit is presented as a liability, which is measured at fair value at the end of each reporting period and at the date of settlement. The benefit value of share-based payment transactions is recognized in profit or loss, unless the expense is included in the cost of an asset, against a capital fund over the vesting period based on the best estimate obtainable of the number of equity instruments expected to mature. When the Company received services in exchange for a payment granted by the Parent Company, based on the Company’s equity instruments or the Parent Company’s equity instruments, it is a share-based payment transaction that is settled on equity instruments, so that an expense is recognized in profit or loss. From the parent company. When changes are made to a share-based payment plan, the Company recognizes the effects of changes that increase the total fair value of the plan during the remaining vesting period. | |
Transactions with controlling shareholders | L. Transactions with controlling shareholders: An asset transferred to the company by its controlling shareholder is presented in the company’s financial statements at its fair value at the date of the transfer. Any difference between the amount of consideration determined for the property and its fair value was recognized in equity. An asset transferred from the Company to its controlling shareholder is deducted from the Company’s financial statements at its fair value at the date of the transfer. The difference between the fair value of the property and the book value at the date of transfer was recognized in profit or loss and the difference between the amount of consideration determined for the property at the time of transfer and its fair value was recognized in equity. When the Company’s liability to a third party, in whole or in part, is taken by the controlling shareholder, the liability is deducted from the Company’s financial statements at fair value at the date of settlement when the difference between the book value of the liability and the fair value at the date of disposal is recognized in profit or loss. The obligation at the time of settlement and the amount of consideration determined by a capital seller. A loan received from the controlling shareholder is presented on the date of recognition for the first time in the company’s financial statements as an asset or liability, as the case may be, at fair value when the difference between the amount of loan received or granted After recognition for the first time, the loan is presented in the financial statements of the company at its reduced cost while applying the effective interest method. Transactions of business combinations under the same control are handled in accordance with the following principles: — The assets and liabilities of the acquired entity are recognized for the first time in the financial statements according to their value in the books in the financial statements of the controlling shareholder on the eve of the business combination. — The difference between the consideration determined in the transaction and the book value of the net assets of the acquired entity is recognized directly in equity. The Company’s financial statements reflect the state of the business and the results of operations of the acquired entity, which is consolidated by way of the business combination, as if the business was merged on the day these entities came under the same control, so that previous periods were restated to reflect the business combination. | |
Loss per share | M. Loss per share: Loss per share is calculated by dividing the net loss attributed to the Company’s shareholders by the number of weighted ordinary shares that exist during the period. The basic loss per share includes only shares that actually exist during the period. Potential ordinary shares (convertible securities such as convertible bonds, warrants and employee stock options) are included only in the calculation of diluted earnings per share to the extent that their effect dilutes loss per share by converting them to decreases earnings per share or increases losses per share. In addition, potential ordinary shares converted during the period are included in the diluted earnings per share only up to the date of conversion, and from that date are included in the basic loss per share. | |
Government grants (except OCS grants) | N. Government grants (except OCS grants): A benefit of a loan from the bank with the participation of the government at interest rate lower than the market interest rate was treated as a government grant. The loan was recognized and measured in accordance with the aforesaid in Note 13. The benefit was measured as the difference between the initial book value of the loan and the consideration received. The benefit component from the government’s participation in the loan was recognized as a financing activity in accordance with the Company’s policy for presenting interest payments in financing activity. | |
OCS grants | O. OCS grants: A grant from the Office of the Chief Scientist (OCS) received for research and development activities, for which the company undertook royalties’ payments to the government contingent on making future sales resulting from this financing, was treated as a loan that could be forgiven. The grant was recognized as a liability in the financial statements, unless there is reasonable assurance that the company will meet the conditions for the forgiveness of the loan, then it has been recognized as a government grant. When the liability to the government does not bear market interest, the liability was recognized at its fair value in accordance with the market interest rate at the time the grant was received. The difference between the consideration received and the liability recognized in the statement of financial position at the time of receiving the grant was treated as a government grant and recognized as a reimbursement of research expenses or as a reduction of development costs capitalized as the case may be. Repayment of the liability to the government is reviewed every reporting period, with changes in the liability resulting from a change in the expected royalties recognized in profit or loss. | |
Credit costs | P. Credit costs: The Company recognized credit costs as an expense in the period of formation, except in cases where they can be directly attributed to the acquisition, construction or production of eligible assets, so these costs were capitalized as part of the cost of those assets. The company capitalized credit costs when exits were formed in respect of the property, credit costs were formed, and the activities required to prepare the property for its intended use or sale were carried out. The Company has stopped capitalizing credit costs when substantially all the activities required to prepare the eligible asset for its intended use or sale have been completed. During prolonged periods in which the active development of a qualifying asset was stopped, the company delayed the capitalization of credit costs. | |
Capital instrument | Q. Capital instrument: Any contract that classifies a residual right in a company’s assets after deducting all its liabilities is classified as an equity instrument. Costs directly related to the issuance of an equity instrument are presented in equity less the issue. Rights, options, or warrants offered in proportion to all existing owners of the same type of shares for the purchase of a fixed number of shares for a fixed amount in any currency have been classified as an equity instrument. | |
Warrants | R. Warrants: Equity Warrants: Receipts in respect of warrants for the purchase of shares of the company / subsidiary, which give the holder the right to purchase a fixed number of equity instrument (e.g., ordinary shares) in exchange for a fixed amount of cash, are presented classified as equity. Financial liability: Receipts in respect of warrants for the purchase of shares of the company, which give the holder the right to purchase a fixed number of ordinary shares in exchange for a variable amount, including when the exercise of the warrants is linked to any index or foreign currency, are classified as liabilities. (See also Note 16) | |
Fair value measurement | S. Fair value measurement: Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: 1. 2. The principal or the most advantageous market must be accessible to the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The Company measures the following balances according to Fair Value: financial lability warrants. Classification of fair value hierarchy The financial instruments presented in the statement of financial position at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value. The classification of an item into the below levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognized in the period they occur: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. Level 3 — Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). | |
Financial instruments | T. Financial instruments: Financial assets The Company classifies its financial assets into the following category, based on the business model for managing the financial asset and its contractual cash flow characteristics. The Company’s accounting policy for the relevant category is as follows: Amortized cost: These assets arise principally from the services rendered to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognized at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortized cost using the effective interest rate method, less provision for impairment. Impairment provisions for trade receivables are recognized based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognized within general and administrative expenses in the consolidated statements of comprehensive income. On assessment that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. For this purpose, the company relied on historical data that includes debt settlement, failure rate of lost debt to each company in the group in the period of the last 5 years up to the date of measurement. The Company updates the impairment provision at the end of each reporting period, and the change in the provision as it exists is recognized as a gain or loss from an impairment loss or loss. At the end of each reporting period the Company assesses whether an asset has been impaired due to credit risk, i.e. if an event has occurred that has a detrimental effect on the future cash flows of the estimated asset. Evidence that a property is defective includes for example a significant financial difficulty of the debtor. The company deletes the value in the gross books of a financial asset, in whole or in part, when the company has no reasonable expectation of the return of the asset, for example when the debtor enters into a foreclosure or bankruptcy proceeding. Fair value: All other financial assets, including debt instruments when first recognized at fair value through profit or loss to eliminate or significantly reduce inconsistency in measurement or recognition, were first measured at fair value, and changes in fair value after initial recognition were recognized in profit or loss. Transaction costs that were directly attributed to these assets were recognized in profit or loss at the time they were incurred. Reclassification of measurement groups after initial recognition is not possible unless the company changes its business model for managing financial assets. The Company’s accounting policy for its financial liabilities is as follows: Fair value: This category comprises of Convertible securities and warrants which are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive income. Amortized cost: other financial liabilities include bank borrowings, loans from bank, trade payables, loan from major shareholder, leases and financial liability from government grants are initially recognized at fair value less any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortized cost using the effective interest method, which ensures that any interest expense over the period is at a constant interest rate on the balance of the liability carried in the statement of financial position. Interest expense in this context includes initial transaction costs, as well as any interest or coupon payable while the liability is outstanding. De-recognition ● Financial assets — the Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the rights to receive the contractual cash flows. ● Financial Liabilities — the Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. Impairment of financial assets The Company assesses at the end of each reporting period whether there is any objective evidence of impairment of a financial asset as follows. Financial assets carried at amortized cost: there is objective evidence of impairment of other accounts receivable if one or more events have occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows. Evidence of impairment may include indications that the debtor is experiencing financial difficulties, including liquidity difficulty and default in interest or principal payments. Write-off policy The Company writes off its financial assets if any of the following occur: 1. 2. 3. | |
Issue of a unit of financial instruments | U. Issue of a unit of financial instruments: The issue of a unit of financial instruments like a financial liability (e.g., a loan) and free-standing derivative (e.g. warrants) involves the allocation of the proceeds received (before issue expenses) to the instruments issued in the unit based on the following order: financial derivatives and other financial instruments measured at fair value in each period. Then fair value is determined for financial liabilities that are measured at amortized cost. The proceeds allocated to equity instruments are determined to be the residual amount. Issue costs are allocated to each component pro rata to the amounts determined for each component in the unit. | |
Impairment of non-financial assets | V. Impairment of non-financial assets Oher intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. A cash-generating unit is the smallest group of assets that independently generates cash flow and whose cash flow is largely independent of the cash flows generated by other assets. | |
Assets and liabilities arising from engagements with customers | W. Assets and liabilities arising from engagements with customers: ● Customers — The company presents an unconditional right to receive consideration as debtors in respect of contracts (customers). The right to compensation is not conditional if only a lapse of time is required until the due date, even if it may be subject to repayment in the future. Upon first recognition of customers, any difference between the measurement of customers in accordance with International Financial Reporting Standard 9 and the corresponding amount of recognized revenue will be presented as an expense. The Company treats debtors in respect of contracts as financial assets. ● Assets in respect of contracts — The company presents a right to receive consideration for goods or services transferred to the customer as an asset in respect of a contract, when this right is conditional on a factor other than the passage of time. The Company handles the impairment of an asset in respect of a contract on the same basis as a financial asset at a reduced cost. ● Liabilities in respect of contracts — The Company presents an obligation to transfer goods or services to the customer, for which the company has received consideration from the customer (or unconditional consideration that has matured), as an obligation in respect of a contract (advances from customers). | |
Inventories | X. Inventories Inventories are recognized at the lower of cost and net realizable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The Company measures cost of raw materials on a First In First Out (“FIFO”) basis and finished goods according to costs based on direct costs of materials and labor. | |
Property, plant and equipment | Y. Property, plant and equipment Items of property, plant and equipment are initially recognized at cost. Cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items. Depreciation is computed by the straight-line method, based on the estimated useful lives of the assets, as follows: % Leasehold Improvement 25 – 33 Machinery and Equipment 7 – 14 Computers 33.3 Furniture 15 Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. The assets’ residual values, depreciation rates, and depreciation methods are reviewed, and adjusted if appropriate, at the end of reporting period year. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is higher than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the profit or loss. | |
Employee benefits | Z. Employee benefits The Group has several employee benefit plans: 1. Short-term employee benefits: Short-term employee benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Company has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made. 2. Post-employment benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined benefit plans. In Israel, the Group funds for most of its employee’s contribution plans pursuant to Section 14 to the Severance Pay Law since 2004 under which the Group pays fixed contributions and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in the current and prior periods. | |
Revenue recognition | AA. Revenue recognition Revenue is recognized based on the five-step model outlined in IFRS 15, Revenue from Contracts with Customers. IFRS 15 sets out a single revenue recognition model, according to which the entity shall recognize revenue in accordance with the said core principle by implementing a five-step model framework: 1. Identify the contracts with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when the entity satisfies a performance obligation . The company’s revenue from sales of products consists mostly of revenue from the sale of chip development services and the sale of modems for satellite communications and related products. The Company recognizes revenue from development services, as set forth below, at the time the service is transferred to the customer and measures the revenue in an amount that represents the consideration that the Company expects to be entitled to for the same goods or service. The Company recognizes revenue from the sale of satellite communications modems and related products when control is transferred to its customers: once the products have been physically delivered at the agreed location, the Company no longer has a physical holding, and usually has a present right to receive payment and does not retain any significant risks and benefits. In most of the company’s product sales, control is transferred when the products are shipped. The company presents revenues from products and revenues from development and pre-production services in separate sections. The company evaluates the products and services committed in each contract upon its creation in order to determine whether the contract includes a commitment / performance obligation. The Company treats goods or services as a separate performance obligation if they can be distinguished and the commitment to deliver the same goods or services is identifiable separately from other commitments in the contract. One of the Company’s contracts includes a commitment to license the Company’s intellectual property together with ancillary specialized services that are generally indistinguishable from each other because they are interdependent and closely related. The Company determines the transaction price for each contract based on the consideration that the Company expects to be entitled to for the products or services provided subject to the contract. Sales tax, value added tax and other taxes which are levied by the company from income-generating activities are not included in the Company’s revenues. For contracts where part of the price may vary, the Company estimates a variable consideration in the most reasonable amount, which is included in the transaction price if and only when it is unlikely that there will be a significant cancellation of the recognized cumulative revenue. When the transaction price includes a non-cash consideration, the Company has measured its fair value at the time of the engagement, with subsequent changes in the fair value that are not due to the form of consideration being treated in accordance with the guidelines regarding variable consideration. The Company has chosen, as a practical relief, not to adjust the amount of consideration promised to the effects of a significant financing component in contracts when the period between execution by the Company and payment by the customer is one year or less. Ancillary items that are not material to the contract are recognized as an expense. Revenue is recognized when control of the committed products or services is transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to be entitled to against those goods or services. When a contract includes a license to use the Company’s intellectual property, together with other goods or services, the Company assesses the nature of the combined performance obligation to determine whether it is met over time or at a point in time. When the commitment to the customer is to provide a right of access to the company’s intellectual property, the company recognizes revenue over time. The Company measures progress towards the full fulfillment of the Company’s performance obligations in methods based on outputs such as a performance survey completed as of any given date. The Company presents a contract liability (deferred income) when cash payments are received or are due for payment before the Company’s performance subject to the contract, including amounts that are repayable. A right to consideration is presented as and asset only when it is not conditional, i.e., when only a lapse of time is required before the due date of the consideration arrives. When the company delivers goods or services before the customer pays any consideration or before payment’s due date, the company records it as a contractual asset, which is presented as part of other receivables. | |
Changes in accounting policies | BB. Changes in accounting policies New standards, interpretations and amendments not yet effective The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. IAS1 — Presentation of Financial Statements In January 2020, the IASB issued amendments to IAS 1, which clarify the criteria used to determine whether liabilities are classified as current or non-current. These amendments clarify that current or non-current classification is based on whether an entity has a right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. The amendments also clarify that ‘settlement’ includes the transfer of cash, goods, services, or equity instruments unless the obligation to transfer equity instruments arises from a conversion feature classified as an equity instrument separately from the liability component of a compound financial instrument. The amendments are effective for annual reporting periods beginning on or after January 1, 2022. However, in May 2020, the effective date was deferred to annual reporting periods beginning on or after January 1, 2023. The Company is currently evaluating the impact of IAS 1 amendments, however, at this stage it is unable to assess such impact. |
GENERAL (Tables)
GENERAL (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
GENERAL | ||
Schedule of subsidiaries | Holding percentage June 30, December 31, Name 2022 2021 Held By Country of incorporation Satixfy Israel Ltd. 100 % 100 % Satixfy Communications Israel Satixfy UK 100 % 100 % Satixfy Communications UK Satixfy Satellite Systems UK 100 % 100 % Satixfy Communications UK Satixfy Bulgaria 100 % 100 % Satixfy UK Bulgaria Satixfy US LLC 100 % 100 % Satixfy Communications USA Satixfy MS 100 % — Satixfy Communications Cayman | Holding percentage Name 2021 2020 Held By Country of incorporation Satixfy Israel Ltd. 100 % 100 % Satixfy Communications Israel Satixfy UK 100 % 100 % Satixfy Communications UK Satixfy Satellite Systems UK 100 % 100 % Satixfy Communications UK Satixfy Bulgaria 100 % 100 % Satixfy UK Bulgaria Satixfy US LLC 100 % 100 % Satixfy Communications USA Holding percentage Name 2021 2020 Held By Country of incorporation Jet talk 51 % 51 % Satixfy UK UK |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of useful life of property, plant and equipment | % Leasehold Improvement 25 – 33 Machinery and Equipment 7 – 14 Computers 33.3 Furniture 15 |
TRADE ACCOUNTS RECEIVABLE (Tabl
TRADE ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
TRADE ACCOUNTS RECEIVABLE | |
Schedule of trade accounts receivable. | December 31, 2021 December 31, 2020 Trade receivables 806 489 806 489 |
CONTRACT ASSETS (Tables)
CONTRACT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CONTRACT ASSETS | |
Schedule of contract assets | December 31, 2021 December 31, 2020 Related parties 1,685 79 Others 4,330 1,875 6,015 1,954 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OTHER CURRENT ASSETS | |
Schedule of other current assets | December 31, 2021 December 31, 2020 Prepaid expenses 539 3,263 Government departments and agencies 2,880 3,227 Related parties — 367 3,419 6,857 |
LEASE LIABILITIES AND RIGHT O_2
LEASE LIABILITIES AND RIGHT OF USE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | |
Schedule of carried values of the lease assets recognized and transactions | b. The following is a list of the carried values of the lease assets recognized and the transactions during the period: Buildings Cars Total Cost January 1, 2021 4,743 214 4,957 Additions 670 — 670 Disposals (119) (132) (251) December 31, 2021 5,294 82 5,376 Depreciation January 1, 2021 (1,126) (134) (1,260) Additions (1,148) (69) (1,217) Disposals 119 129 248 December 31, 2021 (2,155) (74) (2,229) Net Book value December 31, 2021 3,139 8 3,147 Buildings Cars Total Cost January 1, 2020 3,445 211 3,656 Additions 1,923 3 1,926 Disposals (625) — (625) December 31, 2020 4,743 214 4,957 Depreciation January 1, 2020 (798) (67) (865) Additions (953) (67) (1,020) Disposals 625 — 625 December 31, 2020 (1,126) (134) (1,260) Net Book value December 31, 2020 3,617 80 3,697 c. Details regarding lease transactions For the year ended December 31, 2021 December 31, 2020 Interest expenses in respect of lease liabilities 547 386 Lease principal payments during the year 1,191 975 |
INVESTMENT IN JET TALK (Tables)
INVESTMENT IN JET TALK (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
INVESTMENT IN JET TALK: | ||
Summary of investments in jet talk | June 30, 2022 June 30, 2021 Revenues — — Net loss Company share 218 1,865 Company’s share in the loss of a company accounted by equity method, net 111 951 | December 31, 2021 December 31, 2020 Revenues — — Net loss Company share 3,722 7,636 Company’s share in the loss of a company accounted by equity method, net 1,898 3,895 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY, PLANT AND EQUIPMENT, NET | |
Schedule of useful life of property, plant and equipment | Leasehold Machinery and Computers improvements Furniture Equipment Total Cost January 1, 2021 866 467 470 178 1,981 Additions 90 10 111 — 211 December 31, 2021 956 477 581 178 2,192 Depreciation January 1, 2021 (570) (171) (122) (128) (991) Additions (144) (41) (44) — (229) December 31, 2021 (714) (212) (166) (128) 1,220 Net Book value December 31, 2021 242 265 415 50 972 Leasehold Machinery and Computers improvements Furniture Equipment Total Cost January 1, 2020 740 380 390 178 1,688 Additions 126 87 80 — 293 December 31, 2020 866 467 470 178 1,981 Depreciation January 1, 2020 (446) (97) (90) (64) (697) Additions (124) (74) (32) (64) (294) December 31, 2020 (570) (171) (122) (128) (991) Net Book value December 31, 2020 296 296 348 50 990 |
OTHER ACCOUNTS PAYABLE AND AC_2
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of other accounts payable and accrued expenses | December 31, 2021 December 31, 2020 Liabilities in respect of employees, wages and institutions in respect of wages 4,094 2,780 Accrued expenses 1,653 1,085 Contract liability 474 — Liabilities to government institutions due to grants received 314 916 Government departments and agencies 169 575 Related parties 2,149 327 8,853 5,683 |
LONG TERM LOANS FROM FINANCIA_2
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
LOAN FROM SHAREHOLDER | ||
Schedule of Long term loans from financial institutions | NOTE 5 — LOAN FROM SHAREHOLDER: In March 2020, our subsidiary, SatixFy UK Limited entered into a $5 million loan agreement with an existing shareholder, Mr. Alfred H. Moses. The loan bore interest at LIBOR plus 200 basis points for the first 12 months and stepped up an additional 50 basis points every six months thereafter, until it was repaid. As part of the loan agreement, the Company granted the shareholder warrants, which, upon exercise, would enable the shareholder to receive Series C preferred shares, at an exercise price of $6.078 per share (“ Shareholder’s Warrant ”). The loan was repaid in full in February 2022 using proceeds that were received from a new loan that the Company received from Francisco Partners (see also Note 3.A). On June 24, 2022, Mr. Alfred H. Moses assigned 50% of his Shareholder’s Warrant to another shareholder, Mr. Mark Jacobsen, and immediately after, both Mr. Alfred H. Moses and Mark Jacobsen fully exercised their warrants for $ 5 million in total, resulting in 411,320 Series C preferred shares being issued to each of them, or 822,640 Series C preferred shares in total. | For the year ended December 31 2021 2020 Long term loans from financial institutions 6,943 6,314 Current maturities 6,334 2,161 |
RELATED PARTIES_ (Tables)
RELATED PARTIES: (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTIES: | ||
Schedule of transactions with related parties | For the year ended December 31 June 30, 2022 June 30, 2021 Revenues from Jet Talk — 1,336 Revenues from iDirect 212 1,642 | For the year ended December 31 2021 2020 Revenues from Jet Talk 3,116 7,279 Revenues from iDirect 2,074 — |
Schedule of key management compensation | For the year ended December 31, 2021: Scope of Holding Salary and Expected Share- Name Position Position Rate related expenses Bonus Based Payments Ilan Gat (Yoel Gat) Former CEO Full Time 22.5 % 660 76 39 Ilan Gat (Simona Gat) President and COO Full Time 0 % 660 76 39 Raysat (Yoav Leibovitch) CFO Full Time 12.2 % 660 76 39 For the year ended December 31, 2020: Scope of Holding Salary and Expected Share- Name Position Position Rate related expenses Bonus Based Payments Ilan Gat (Yoel Gat) Former CEO Full Time 22.5 % 600 — — Ilan Gat (Simona Gat) President and COO Full Time 0 % 600 — 0.7 Raysat (Yoav Leibovitch) CFO Full Time 12.2 % 600 — 0.7 | |
Schedule of outstanding balances with related parties | For the year ended December 31 June 30, 2022 June 30, 2021 Assets Jet Talk- Accounts receivable 93 174 Total Assets 93 174 Liabilities Raysat Israel Ltd. 100 278 Ilan Gat Engineers Ltd 64 551 Other 10 — Liability to shareholder — 236 Total Liabilities 174 1,065 | For the year ended December 31 2021 2020 Assets Jet Talk — 446 Total Assets — 446 Labilities Raysat Israel Ltd. 605 60 Ilan Gat Engineers Ltd 1,210 117 Liability to shareholder 334 150 Total Liabilities 2,149 327 |
FINANCIAL INSTRUMENTS - RISK _2
FINANCIAL INSTRUMENTS - RISK MANAGEMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
FINANCIAL INSTRUMENTS-RISK MANAGEMENT | ||
Schedule of maximum exposure to credit risk | 31.12.2021 31.12.2020 Cash 3,854 6,983 Customers 806 489 Other accounts receivable 711 — Contract assets 6,015 1,954 Total 11,386 9,426 | |
Schedule of currency risk | December 31, 2021 NIS EUR GBP USD Total Assets: Cash and cash equivalents 747 19 2,454 634 3,854 Trade receivables 80 77 608 41 806 Other accounts receivable — 711 — — 711 Contract Assets — — 1,248 4,767 6,015 827 807 4,310 5,442 11,386 Liabilities: Current liabilities: Current maturities long-term loans (508) — — (5,826) (6,334) Trade payables (518) (945) (3,594) (3,465) (8,522) Payables and credit balances (5,164) — (1,032) (436) (6,632) (6,190) (945) (4,626) (9,727) (21,488) Non-current liabilities: Long term loans from banks (1,543) — — (5,400) (6,943) Net balances (6,906) (138) (316) (9,685) (17,045) December 31, 2020 NIS EUR GBP USD Total Assets: Cash and cash equivalents 933 3,572 919 1,559 6,983 Trade receivables — — 328 161 489 Contract Assets — — 1,875 79 1,954 933 3,572 3,122 1,799 9,426 Liabilities: Current liabilities: Current maturities long-term loans (79) — — (2,082) (2,161) Trade payables — (368) (1,110) (5,673) (7,151) Payables and credit balances (2,813) — (653) (205) (3,671) (2,892) (368) (1,763) (7,960) (12,983) Non-current liabilities: Long term loans from banks (1,718) — — (4,596) (6,314) Net balances (3,677) 3,204 1,359 (10,757) (9,871) | |
Schedule of sensitivity analysis | 31.12.2021 31.12.2020 Linked to NIS (6,904) (3,677) 10 % 10 % (690) (368) Linked to EUR (138) 3,204 10 % 10 % (14) 320 Linked to GBP (316) 1,359 10 % 10 % (32) 136 | |
Schedule of maturity analysis of financial liabilities | 31.12.2021 Within 30 days 1 – 12 Months 1 – 5 Years Total Current maturities long-term loans 448 5,886 — 6,334 Liabilities in respect of leases-ST 132 857 — 989 Trade payables — 8,522 — 8,522 Payables to related parties — 2,149 — 2,149 Other Accounts Payable — 4,483 — 4,483 Long term loans from banks, net — — 6,943 6,943 Liabilities in respect of leases-LT — — 2,984 2,984 Loan from Shareholder — — 4,533 4,533 Warrant Liabilities — 1,392 — 1,392 Total 580 23,289 14,460 38,329 31.12.2020 Within 30 days 1 – 12 Months 1 – 5 Years Total Current maturities long-term loans 147 2,014 — 2,161 Liabilities in respect of leases-ST 114 818 — 932 Trade payables — 7,151 — 7,151 Other Accounts Payable — 3,671 — 3,671 Payables to related parties — 327 — 327 Long term loans from banks, net — — 6,314 6,314 Liabilities in respect of leases-LT — — 3,465 3,465 Loan from shareholder — — 4,212 4,212 Warrant Liabilities — 1,118 — 1,118 Total 261 15,099 13,991 29,351 | |
Schedule of fair value of financial liabilities | June 30, December 31, Level 2022 2021 Financial Liabilities: Warrants Liabilities 3 1,290 1,392 | Level 31.12.2021 31.12.2020 Financial Liabilities: Warrants Liabilities 3 1,392 1,118 |
Schedule of changes in fair value of liabilities | Warrants Balance at January 1, 2020 814 Issuance of warrants 295 Changes in fair value recognized in finance expenses 9 Balance at December 31, 2020 1,118 Issuance of warrants 74 Changes in fair value recognized in finance expenses 200 Balance at December 31, 2021 1,392 |
LIABILITY FOR ROYALTIES PAYAB_2
LIABILITY FOR ROYALTIES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LIABILITY FOR ROYALTIES PAYABLE | |
Schedule of reconciliation of changes in liability for royalties payable | December 31, December 31, 2021 2020 At January 1 1,596 1,606 Principal Payments (488) — Exchange rate differences (82) 189 Amounts recognized as an offset from research and development expenses (258) — Revaluation of the liability 600 (199) As of December 31 1,368 1,596 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of classes of share capital [abstract] | |
Schedule of information about share options outstanding and exercisable | Options Outstanding Options Exercisable Number Outstanding on Weighted Average Number Exercisable on December 31, 2021 Remaining Contractual Life December 31, 2021 Exercise Price Years USD 947 3.03 947 0.0001 563 2.17 563 0.536 260 6.45 260 0.55 1,453 7.17 1,182 1.102 4,487 8.96 186 2.5 7,710 3,138 |
Schedule of number and weighted average exercise prices of share options | 2021 2020 Weighted Weighted Number Average Number Average of Exercise of Exercise Options Price Options Price USD USD Options outstanding at the beginning of year: 6,448 1.57 3,579 0.42 Changes during the year: Granted 1,499 2.34 3,575 2.38 Exercised 58 1.10 572 0.0001 Forfeited 179 1.83 134 1.10 Options outstanding at end of year 7,710 1.72 6,448 1.23 Options exercisable at year-end 3,138 0.705 2,814 0.31 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
REVENUES | |
Summary of revenues from sale of products | For the year ended 31.12.2021 31.12.2020 USD thousands % USD thousands % Jet Talk 3,116 14 % 7,279 68 % Airbus 3,256 15 % 3,683 35 % Telesat 8,400 39 % — — iDirect 2,074 10 % — — US & Canada UK Other Consolidated 2021 2020 2021 2020 2021 2020 2021 2020 Revenues 13,196 — 7,325 10,316 1,199 316 21,720 10,632 |
COST OF REVENUE AND SERVICE (Ta
COST OF REVENUE AND SERVICE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
COST OF REVENUE AND SERVICE | |
Summary of cost of revenue and service | 31.12.2021 31.12.2020 Salaries and related expenses 6,764 1,184 Materials and models 1,516 63 Depriciation 56 59 Chip Development tools and Subcontractors 507 1,754 Total 8,843 3,060 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES: (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
RESEARCH AND DEVELOPMENT EXPENSES | |
Summary of research and development expenses | For the year ended 31.12.2021 31.12.2020 Salaries and related expenses 16,508 16,048 Development tools and subcontractors 15,238 14,814 Government support and grants (13,802) (14,225) Total 17,944 16,637 |
SELLING AND MARKETING EXPENSE_2
SELLING AND MARKETING EXPENSES: (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SELLING AND MARKETING EXPENSES: | |
Schedule of selling and marketing expenses | For the year ended 31.12.2021 31.12.2020 Salaries and related expenses 1,752 1,088 Total 1,752 1,088 |
ADMINISTRATIVE AND GENERAL EXPE
ADMINISTRATIVE AND GENERAL EXPENSES: (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ADMINISTRATIVE AND GENERAL EXPENSES: | |
Schedule of administrative and general expenses | For the year ended 31.12.2021 31.12.2020 Salaries and related expenses 1,618 1,020 Depreciation and overheads 2,087 1,555 Other expenses 50 37 Total 3,755 2,612 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LOSS PER SHARE | |
Schedule of loss per share | For the year ended December 31 2021 2020 Calculation of basic earnings per share: Net loss (17,050) (17,563) Loss attributed to ordinary shareholders in USD (17,050) (17,563) Weighted average number of ordinary shares 17,902,000 17,551,000 Basic and diluted loss per share attributed in USD (0.95) (1.00) |
GENERAL - Subsidiaries (Details
GENERAL - Subsidiaries (Details) - subsidiary | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiaries | |||
Number of wholly-owned subsidiaries by which Company is primarily operated | 4 | 4 | |
Israeli subsidiary | |||
Subsidiaries | |||
Holding percentage | 100% | 100% | 100% |
Satixfy UK | |||
Subsidiaries | |||
Holding percentage | 100% | 100% | 100% |
Satixfy Satellite Systems UK | |||
Subsidiaries | |||
Holding percentage | 100% | 100% | 100% |
Satixfy Bulgaria | |||
Subsidiaries | |||
Holding percentage | 100% | 100% | 100% |
Satixfy US LLC | |||
Subsidiaries | |||
Holding percentage | 100% | 100% | 100% |
Satixfy MS | |||
Subsidiaries | |||
Holding percentage | 100% |
GENERAL - Joint venture agreeme
GENERAL - Joint venture agreement (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Jet Talk | ||||
Joint venture agreement | ||||
Holding percentage | 51% | 51% | 51% | 51% |
GENERAL - Additional informatio
GENERAL - Additional information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | 24 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 03, 2022 | |
General | ||||||
Loss from operations | $ 83,819 | |||||
Net loss | $ (19,072) | $ (6,597) | $ (17,050) | $ (17,563) | ||
Working capital | 3,911 | 26,693 | 26,693 | |||
Accumulated deficit | $ (102,891) | $ (83,819) | $ (66,769) | $ (83,819) | ||
Percentage of employees worked from home during COVID-19 | 50% | |||||
Period in which employees worked from home during COVID-19 | 8 months | |||||
Long Term Loan | ||||||
General | ||||||
Loan amount received | $ 55,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) | Dec. 31, 2021 |
SIGNIFICANT ACCOUNTING POLICIES | |
Weighted-average rate applied measured at an amount equal to the lease liability | 4.50% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property, plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 33.30% |
Furniture | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 15% |
Minimum | Leasehold improvements [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 25% |
Minimum | Machinery [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 7% |
Maximum | Leasehold improvements [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 33% |
Maximum | Machinery [member] | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 14% |
TRADE ACCOUNTS RECEIVABLE (Deta
TRADE ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
TRADE ACCOUNTS RECEIVABLE | |||
Trade receivables | $ 806 | $ 489 | |
Total | $ 1,202 | $ 806 | $ 489 |
CONTRACT ASSETS (Details)
CONTRACT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CONTRACT ASSETS | |||
Related parties | $ 1,685 | $ 79 | |
Others | 4,330 | 1,875 | |
Contract Assets | $ 4,035 | $ 6,015 | $ 1,954 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
OTHER CURRENT ASSETS | |||
Prepaid expenses | $ 539 | $ 3,263 | |
Government departments and agencies | 2,880 | 3,227 | |
Related parties | 367 | ||
Total | $ 7,166 | $ 3,419 | $ 6,857 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
INVENTORY | |||
Raw materials | $ 547 | $ 367 | |
Finished goods inventory | 138 | 308 | |
Inventory | $ 771 | $ 685 | $ 675 |
LEASE LIABILITIES AND RIGHT O_3
LEASE LIABILITIES AND RIGHT OF USE ASSETS - Narratives (Details) | 12 Months Ended |
Dec. 31, 2021 agreement Office | |
Buildings [member] | |
Right of use assets | |
Term of lease agreement | 5 years |
Vehicles [Member] | |
Right of use assets | |
Term of lease agreement | 3 years |
UK | |
Right of use assets | |
Number of leases offices | 2 |
Number of offices served as research and development and operation centers | 2 |
Farnborough | |
Right of use assets | |
Number of leases offices | 1 |
Manchester | |
Right of use assets | |
Number of leases offices | 1 |
Bulgaria | |
Right of use assets | |
Number of agreements expires | agreement | 2 |
LEASE LIABILITIES AND RIGHT O_4
LEASE LIABILITIES AND RIGHT OF USE ASSETS - Carried value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Right of use assets | ||
Balance at Beginning of period | $ 3,697 | |
Balance at End of period | 3,147 | $ 3,697 |
Buildings [member] | ||
Right of use assets | ||
Balance at Beginning of period | 3,617 | |
Balance at End of period | 3,139 | 3,617 |
Vehicles [Member] | ||
Right of use assets | ||
Balance at Beginning of period | 80 | |
Balance at End of period | 8 | 80 |
Cost | ||
Right of use assets | ||
Balance at Beginning of period | 4,957 | 3,656 |
Additions | 670 | 1,926 |
Disposals | (251) | (625) |
Balance at End of period | 5,376 | 4,957 |
Cost | Buildings [member] | ||
Right of use assets | ||
Balance at Beginning of period | 4,743 | 3,445 |
Additions | 670 | 1,923 |
Disposals | (119) | (625) |
Balance at End of period | 5,294 | 4,743 |
Cost | Vehicles [Member] | ||
Right of use assets | ||
Balance at Beginning of period | 214 | 211 |
Additions | 3 | |
Disposals | (132) | |
Balance at End of period | 82 | 214 |
Depreciation | ||
Right of use assets | ||
Balance at Beginning of period | (1,260) | (865) |
Additions | (1,217) | (1,020) |
Disposals | 248 | 625 |
Balance at End of period | (2,229) | (1,260) |
Depreciation | Buildings [member] | ||
Right of use assets | ||
Balance at Beginning of period | (1,126) | (798) |
Additions | (1,148) | (953) |
Disposals | 119 | 625 |
Balance at End of period | (2,155) | (1,126) |
Depreciation | Vehicles [Member] | ||
Right of use assets | ||
Balance at Beginning of period | (134) | (67) |
Additions | (69) | (67) |
Disposals | 129 | |
Balance at End of period | $ (74) | $ (134) |
LEASE LIABILITIES AND RIGHT O_5
LEASE LIABILITIES AND RIGHT OF USE ASSETS - Lease Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | ||
Interest expenses in respect of lease liabilities | $ 547 | $ 386 |
Lease principal payments during the year | $ 1,191 | $ 975 |
INVESTMENT IN JET TALK (Details
INVESTMENT IN JET TALK (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 USD ($) | Mar. 31, 2018 USD ($) agreement | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
INVESTMENT IN JET TALK | |||||
Investment made | $ 2,026 | $ 2,137 | $ 4,036 | ||
Jet Talk | |||||
INVESTMENT IN JET TALK | |||||
Investment made | $ 13,000 | $ 13,000 | |||
Ownership interest held | 51% | 51% | 51% | 51% | |
Jet Talk | STE | |||||
INVESTMENT IN JET TALK | |||||
Investment made | $ 20,000 | $ 20,000 | |||
Ownership interest held | 49% | ||||
Jet Talk | Satixfy UK Limited | |||||
INVESTMENT IN JET TALK | |||||
Investment made | $ 13,000 | ||||
Number of development agreements signed | agreement | 2 | ||||
Ownership interest held | 49% | 51% | 51% | ||
Jet Talk | Satixfy UK Limited | STE | |||||
INVESTMENT IN JET TALK | |||||
Investment made | $ 20,000 | $ 20,000 | |||
Number of development agreements signed | agreement | 2 |
INVESTMENT IN JET TALK - Conden
INVESTMENT IN JET TALK - Condensed information of Jet talk (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
INVESTMENT IN JET TALK | ||||
Revenues | $ 3,311 | $ 10,907 | $ 21,720 | $ 10,632 |
Net loss | (19,072) | (6,597) | (17,050) | (17,563) |
Company's share in the loss of a company accounted by equity method, net | (111) | (951) | (1,898) | (3,895) |
Jet Talk | ||||
INVESTMENT IN JET TALK | ||||
Net loss | 218 | 1,865 | 3,722 | 7,636 |
Company's share in the loss of a company accounted by equity method, net | $ 111 | $ 951 | $ 1,898 | $ 3,895 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | $ 990 | |
Balance, end of period | 972 | $ 990 |
Depreciation expenses | 229 | 294 |
Computer equipment [member] | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 296 | |
Balance, end of period | 242 | 296 |
Leasehold improvements [member] | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 296 | |
Balance, end of period | 265 | 296 |
Furniture | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 348 | |
Balance, end of period | 415 | 348 |
Ifrs Machinery and Equipment [Member] | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 50 | |
Balance, end of period | 50 | 50 |
Cost | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 1,981 | 1,688 |
Additions | 211 | 293 |
Balance, end of period | 2,192 | 1,981 |
Cost | Computer equipment [member] | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 866 | 740 |
Additions | 90 | 126 |
Balance, end of period | 956 | 866 |
Cost | Leasehold improvements [member] | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 467 | 380 |
Additions | 10 | 87 |
Balance, end of period | 477 | 467 |
Cost | Furniture | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 470 | 390 |
Additions | 111 | 80 |
Balance, end of period | 581 | 470 |
Cost | Ifrs Machinery and Equipment [Member] | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 178 | 178 |
Additions | 0 | |
Balance, end of period | 178 | 178 |
Depreciation | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | (991) | (697) |
Additions | (229) | (294) |
Balance, end of period | (1,220) | (991) |
Depreciation | Computer equipment [member] | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | (570) | (446) |
Additions | (144) | (124) |
Balance, end of period | (714) | (570) |
Depreciation | Leasehold improvements [member] | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | (171) | (97) |
Additions | (41) | (74) |
Balance, end of period | (212) | (171) |
Depreciation | Furniture | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | (122) | (90) |
Additions | (44) | (32) |
Balance, end of period | (166) | (122) |
Depreciation | Ifrs Machinery and Equipment [Member] | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | (128) | (64) |
Additions | 0 | (64) |
Balance, end of period | $ (128) | $ (128) |
OTHER ACCOUNTS PAYABLE AND AC_3
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |||
Liabilities in respect of employees, wages and institutions in respect of wages | $ 4,094 | $ 2,780 | |
Accrued expenses | 1,653 | 1,085 | |
Contract liability | 474 | ||
Liabilities to government institutions due to grants received | 314 | 916 | |
Government departments and agencies | 169 | 575 | |
Related parties | $ 174 | 2,149 | 327 |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | $ 7,464 | $ 8,853 | $ 5,683 |
LONG TERM LOANS FROM FINANCIA_3
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2021 USD ($) installment | Apr. 30, 2021 USD ($) installment | Sep. 30, 2020 USD ($) | Apr. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) item | May 31, 2019 USD ($) item | Jul. 31, 2016 USD ($) | Dec. 31, 2021 USD ($) $ / shares | |
Long Term Loan | ||||||||
Warrants term | 8 years | |||||||
Warrants value adjusted | $ 365 | |||||||
Warrants exercise price | $ / shares | $ 9.36 | |||||||
Israeli subsidiary | ||||||||
Long Term Loan | ||||||||
Loan term | 5 years | 5 years | ||||||
Interest rate adjustment (as a percent) | 1.50% | 1.50% | ||||||
Cash deposit of the loan amount | 5% | 5% | ||||||
Paternal guarantee | $ 900 | $ 1,100 | ||||||
First loan | Israeli subsidiary | ||||||||
Long Term Loan | ||||||||
Loan amount | $ 2,000 | |||||||
Loan term | 36 months | |||||||
Interest rate adjustment (as a percent) | 6.90% | |||||||
Warrant granted for shares | $ 400 | |||||||
Warrants term | 6 years | |||||||
Warrants' fair value | $ 311 | |||||||
Second loan | Israeli subsidiary | ||||||||
Long Term Loan | ||||||||
Loan amount | $ 3,000 | $ 5,000 | ||||||
Number of loans portions | item | 2 | 2 | ||||||
Loan term | 36 months | 36 months | ||||||
Interest rate adjustment (as a percent) | 6.90% | 6.90% | ||||||
Warrants term | 10 years | 10 years | ||||||
Waiver of alternative payment | $ 375 | $ 625 | ||||||
Warrants' fair value | 295 | 471 | ||||||
state-guaranteed bank loan | Israeli subsidiary | ||||||||
Long Term Loan | ||||||||
Waiver of alternative payment | $ 800 | $ 800 | $ 320 | |||||
Loan agreement with Liquidity Capital II L.P | Israeli subsidiary | ||||||||
Long Term Loan | ||||||||
Loan amount | $ 2,300 | $ 5,000 | ||||||
Loan term | 30 months | 30 months | ||||||
Monthly Interest rate | 16.40% | 16.40% | ||||||
Number of interest only installements | installment | 6 | 6 | ||||||
Number of installements | installment | 24 | 24 |
LONG TERM LOANS FROM FINANCIA_4
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET - Loans at balance sheet date (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
LOAN FROM SHAREHOLDER | |||
Long term loans from financial institutions | $ 50,470 | $ 6,943 | $ 6,314 |
Current maturities | $ 6,334 | $ 2,161 |
LONG TERM LOANS FROM FINANCIA_5
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET - Financial covenants (Details) - Israeli subsidiary $ in Thousands | 12 Months Ended |
Dec. 31, 2019 USD ($) | |
Long Term Loan | |
Minimum cash balance in Mizrahi-Tefahot Bank, percentage | 80% |
Minimum cash balance in Mizrahi-Tefahot Bank | $ 500,000 |
Minimum total cash balance required | $ 2,000 |
LOAN FROM SHAREHOLDER_ (Details
LOAN FROM SHAREHOLDER: (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2021 | |
Disclosure of detailed information about borrowings [line items] | ||
Amount of insurance policy taken as guarantee | $ 5,000 | |
Shareholder | ||
Disclosure of detailed information about borrowings [line items] | ||
Loan amount | $ 5,000 | |
Loan term | 36 months | |
Shareholder | Series C preferred shares | ||
Disclosure of detailed information about borrowings [line items] | ||
Maximum amount of warrants exercisable into shares | $ 5,000 | |
Exercise price of warrants | $ 6.078 | |
Maximum amount of preferred shares exchanged | $ 500 | |
Shareholder | First 12 Months | ||
Disclosure of detailed information about borrowings [line items] | ||
Interest rate basis points | 0.002% | |
Shareholder | Every six months | ||
Disclosure of detailed information about borrowings [line items] | ||
Additional interest rate basis points | 50% |
RELATED PARTIES_ (Details)
RELATED PARTIES: (Details) | 1 Months Ended | 12 Months Ended | 20 Months Ended | 24 Months Ended | |||||||
Jan. 04, 2021 USD ($) | Dec. 24, 2020 USD ($) | Feb. 14, 2020 USD ($) agreement | Feb. 06, 2018 USD ($) agreement | Dec. 31, 2020 shares | May 31, 2018 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2020 USD ($) | |
RELATED PARTIES: | |||||||||||
Number of options to purchase shares approved | 1,499 | 3,575 | |||||||||
Ilan Gat Engineers Ltd | Service agreement with related parties | |||||||||||
RELATED PARTIES: | |||||||||||
Amount of monthly compensation | $ 110,000 | $ 50,000 | $ 100,000 | ||||||||
Mr. Yoel Gat | |||||||||||
RELATED PARTIES: | |||||||||||
Number of options to purchase shares approved | 1,300,000 | ||||||||||
Ms. Simona Gat | |||||||||||
RELATED PARTIES: | |||||||||||
Number of options to purchase shares approved | 1,300,000 | ||||||||||
Raysat Israel Ltd. | Service agreement with related parties | |||||||||||
RELATED PARTIES: | |||||||||||
Amount of monthly compensation | $ 55,000 | $ 25,000 | $ 50,000 | ||||||||
Mr. Yoav Leibovitch | |||||||||||
RELATED PARTIES: | |||||||||||
Number of options to purchase shares approved | 1,300,000 | ||||||||||
Jet Talk | Development agreements with related parties | |||||||||||
RELATED PARTIES: | |||||||||||
Number of development agreements | agreement | 3 | 3 | |||||||||
Total consideration to provide an electronically steerable Panel Antenna Array ("PAA") and supporting modem | $ 32,000,000 | $ 32,000,000 | |||||||||
Shareholder | Subscription agreements with related parties | |||||||||||
RELATED PARTIES: | |||||||||||
Investment commitment from related party | $ 5,000,000 | ||||||||||
Initial payment | $ 750,000 | ||||||||||
Ordinary shares issued in consideration of the initial payment | shares | 123 |
RELATED PARTIES_ - Transactions
RELATED PARTIES: - Transactions with related parties (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Jet Talk | ||||
Disclosure of transactions between related parties [line items] | ||||
Revenues | $ 1,336 | $ 3,116 | $ 7,279 | |
iDirect | ||||
Disclosure of transactions between related parties [line items] | ||||
Revenues | $ 212 | $ 1,642 | $ 2,074 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Ilan Gat (Yoel Gat) | ||
Disclosure of transactions between related parties | ||
Holding Rate | 22.50% | 22.50% |
Salary and related expenses | $ 660,000 | $ 600,000 |
Expected Bonus | 76,000 | |
Share-Based Payments | $ 39,000 | |
Ilan Gat (Simona Gat) | ||
Disclosure of transactions between related parties | ||
Holding Rate | 0% | 0% |
Salary and related expenses | $ 660,000 | $ 600,000 |
Expected Bonus | 76,000 | |
Share-Based Payments | $ 39,000 | $ 700 |
Raysat (Yoav Leibovitch) | ||
Disclosure of transactions between related parties | ||
Holding Rate | 12.20% | 12.20% |
Salary and related expenses | $ 660,000 | $ 600,000 |
Expected Bonus | 76,000 | |
Share-Based Payments | $ 39,000 | $ 700 |
RELATED PARTIES_ - Outstanding
RELATED PARTIES: - Outstanding balances with related parties (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||||
Total Assets | $ 93 | $ 174 | $ 446 | |
Liabilities | ||||
Total Liabilities | 174 | $ 2,149 | 1,065 | 327 |
Jet Talk | ||||
ASSETS | ||||
Total Assets | 93 | 174 | 446 | |
Raysat Israel Ltd. | ||||
Liabilities | ||||
Total Liabilities | 100 | 605 | 278 | 60 |
Ilan Gat Engineers Ltd | ||||
Liabilities | ||||
Total Liabilities | 64 | 1,210 | 551 | 117 |
Other | ||||
Liabilities | ||||
Total Liabilities | $ 10 | |||
Shareholder | ||||
Liabilities | ||||
Total Liabilities | $ 334 | $ 236 | $ 150 |
RELATED PARTIES_ - Additional i
RELATED PARTIES: - Additional information (Details) - Mr. Leibovitch | Feb. 14, 2022 |
Disclosure of transactions between related parties [line items] | |
Percentage of increment in yearly bonus | 1% |
Percentage of increment in annual bonus | 1% |
FINANCIAL INSTRUMENTS - RISK _3
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Credit risk (Details) - Credit risk - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Credit risk | ||
Maximum exposure to credit risk | $ 11,386 | $ 9,426 |
Cash | ||
Credit risk | ||
Maximum exposure to credit risk | 3,854 | 6,983 |
Customers | ||
Credit risk | ||
Maximum exposure to credit risk | 806 | 489 |
Other accounts receivable | ||
Credit risk | ||
Maximum exposure to credit risk | 711 | |
Contract assets | ||
Credit risk | ||
Maximum exposure to credit risk | $ 6,015 | $ 1,954 |
FINANCIAL INSTRUMENTS - RISK _4
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Currency risk (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
NIS | ||
Risk management | ||
Exposure to risk | $ (6,904) | $ (3,677) |
EUR | ||
Risk management | ||
Exposure to risk | (138) | 3,204 |
GBP | ||
Risk management | ||
Exposure to risk | (316) | 1,359 |
Currency risk | ||
Risk management | ||
Exposure to risk | (17,045) | (9,871) |
Currency risk | NIS | ||
Risk management | ||
Exposure to risk | (6,906) | (3,677) |
Currency risk | EUR | ||
Risk management | ||
Exposure to risk | (138) | 3,204 |
Currency risk | GBP | ||
Risk management | ||
Exposure to risk | (316) | 1,359 |
Currency risk | USD | ||
Risk management | ||
Exposure to risk | (9,685) | (10,757) |
Currency risk | Cash | ||
Risk management | ||
Exposure to risk | 3,854 | 6,983 |
Currency risk | Cash | NIS | ||
Risk management | ||
Exposure to risk | 747 | 933 |
Currency risk | Cash | EUR | ||
Risk management | ||
Exposure to risk | 19 | 3,572 |
Currency risk | Cash | GBP | ||
Risk management | ||
Exposure to risk | 2,454 | 919 |
Currency risk | Cash | USD | ||
Risk management | ||
Exposure to risk | 634 | 1,559 |
Currency risk | Trade receivables | ||
Risk management | ||
Exposure to risk | 806 | 489 |
Currency risk | Trade receivables | NIS | ||
Risk management | ||
Exposure to risk | 80 | |
Currency risk | Trade receivables | EUR | ||
Risk management | ||
Exposure to risk | 77 | |
Currency risk | Trade receivables | GBP | ||
Risk management | ||
Exposure to risk | 608 | 328 |
Currency risk | Trade receivables | USD | ||
Risk management | ||
Exposure to risk | 41 | 161 |
Currency risk | Other accounts receivable | ||
Risk management | ||
Exposure to risk | 711 | |
Currency risk | Other accounts receivable | EUR | ||
Risk management | ||
Exposure to risk | 711 | |
Currency risk | Contract assets | ||
Risk management | ||
Exposure to risk | 6,015 | 1,954 |
Currency risk | Contract assets | GBP | ||
Risk management | ||
Exposure to risk | 1,248 | 1,875 |
Currency risk | Contract assets | USD | ||
Risk management | ||
Exposure to risk | 4,767 | 79 |
Currency risk | Financial assets | ||
Risk management | ||
Exposure to risk | 11,386 | 9,426 |
Currency risk | Financial assets | NIS | ||
Risk management | ||
Exposure to risk | 827 | 933 |
Currency risk | Financial assets | EUR | ||
Risk management | ||
Exposure to risk | 807 | 3,572 |
Currency risk | Financial assets | GBP | ||
Risk management | ||
Exposure to risk | 4,310 | 3,122 |
Currency risk | Financial assets | USD | ||
Risk management | ||
Exposure to risk | 5,442 | 1,799 |
Currency risk | Current maturities long-term loans | ||
Risk management | ||
Exposure to risk | (6,334) | (2,161) |
Currency risk | Current maturities long-term loans | NIS | ||
Risk management | ||
Exposure to risk | (508) | (79) |
Currency risk | Current maturities long-term loans | USD | ||
Risk management | ||
Exposure to risk | (5,826) | (2,082) |
Currency risk | Trade payables | ||
Risk management | ||
Exposure to risk | (8,522) | (7,151) |
Currency risk | Trade payables | NIS | ||
Risk management | ||
Exposure to risk | (518) | |
Currency risk | Trade payables | EUR | ||
Risk management | ||
Exposure to risk | (945) | (368) |
Currency risk | Trade payables | GBP | ||
Risk management | ||
Exposure to risk | (3,594) | (1,110) |
Currency risk | Trade payables | USD | ||
Risk management | ||
Exposure to risk | (3,465) | (5,673) |
Currency risk | Payables and credit balances | ||
Risk management | ||
Exposure to risk | (6,632) | (3,671) |
Currency risk | Payables and credit balances | NIS | ||
Risk management | ||
Exposure to risk | (5,164) | (2,813) |
Currency risk | Payables and credit balances | GBP | ||
Risk management | ||
Exposure to risk | (1,032) | (653) |
Currency risk | Payables and credit balances | USD | ||
Risk management | ||
Exposure to risk | (436) | (205) |
Currency risk | Current financial liabilities | ||
Risk management | ||
Exposure to risk | (21,488) | (12,983) |
Currency risk | Current financial liabilities | NIS | ||
Risk management | ||
Exposure to risk | (6,190) | (2,892) |
Currency risk | Current financial liabilities | EUR | ||
Risk management | ||
Exposure to risk | (945) | (368) |
Currency risk | Current financial liabilities | GBP | ||
Risk management | ||
Exposure to risk | (4,626) | (1,763) |
Currency risk | Current financial liabilities | USD | ||
Risk management | ||
Exposure to risk | (9,727) | (7,960) |
Currency risk | Long term loans from banks | ||
Risk management | ||
Exposure to risk | (6,943) | (6,314) |
Currency risk | Long term loans from banks | NIS | ||
Risk management | ||
Exposure to risk | (1,543) | (1,718) |
Currency risk | Long term loans from banks | USD | ||
Risk management | ||
Exposure to risk | $ (5,400) | $ (4,596) |
FINANCIAL INSTRUMENTS - RISK _5
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Sensitivity analysis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Risk management | ||
Percent increase in risk assumption | 10% | |
Percent decrease in risk assumption | 10% | |
NIS | ||
Risk management | ||
Percent increase in risk assumption | 10% | 10% |
Increase (decrease) in equity and profit and loss | $ (6,904) | $ (3,677) |
Increase (decrease) in equity and profit and loss | $ (690) | $ (368) |
EUR | ||
Risk management | ||
Percent increase in risk assumption | 10% | 10% |
Increase (decrease) in equity and profit and loss | $ (138) | $ 3,204 |
Increase (decrease) in equity and profit and loss | $ (14) | $ 320 |
GBP | ||
Risk management | ||
Percent increase in risk assumption | 10% | 10% |
Increase (decrease) in equity and profit and loss | $ (316) | $ 1,359 |
Increase (decrease) in equity and profit and loss | $ (32) | $ 136 |
FINANCIAL INSTRUMENTS - RISK _6
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Liquidity risks (Details) - Liquidity risk - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Risk management | ||
Undiscounted cash flows | $ 38,329 | $ 29,351 |
Current maturities long-term loans | ||
Risk management | ||
Undiscounted cash flows | 6,334 | 2,161 |
Liabilities in respect of leases-ST | ||
Risk management | ||
Undiscounted cash flows | 989 | 932 |
Trade payables | ||
Risk management | ||
Undiscounted cash flows | 8,522 | 7,151 |
Payables to related parties | ||
Risk management | ||
Undiscounted cash flows | 2,149 | 327 |
Other Accounts Payable | ||
Risk management | ||
Undiscounted cash flows | 4,483 | 3,671 |
Long term loans from banks | ||
Risk management | ||
Undiscounted cash flows | 6,943 | 6,314 |
Liabilities in respect of leases-LT | ||
Risk management | ||
Undiscounted cash flows | 2,984 | 3,465 |
Loan from Shareholder | ||
Risk management | ||
Undiscounted cash flows | 4,533 | 4,212 |
Warrant Liabilities | ||
Risk management | ||
Undiscounted cash flows | 1,392 | 1,118 |
Not later than one month [member] | ||
Risk management | ||
Undiscounted cash flows | 580 | 261 |
Not later than one month [member] | Current maturities long-term loans | ||
Risk management | ||
Undiscounted cash flows | 448 | 147 |
Not later than one month [member] | Liabilities in respect of leases-ST | ||
Risk management | ||
Undiscounted cash flows | 132 | 114 |
Year one | ||
Risk management | ||
Undiscounted cash flows | 23,289 | 15,099 |
Year one | Current maturities long-term loans | ||
Risk management | ||
Undiscounted cash flows | 5,886 | 2,014 |
Year one | Liabilities in respect of leases-ST | ||
Risk management | ||
Undiscounted cash flows | 857 | 818 |
Year one | Trade payables | ||
Risk management | ||
Undiscounted cash flows | 8,522 | 7,151 |
Year one | Payables to related parties | ||
Risk management | ||
Undiscounted cash flows | 2,149 | 327 |
Year one | Other Accounts Payable | ||
Risk management | ||
Undiscounted cash flows | 4,483 | 3,671 |
Year one | Warrant Liabilities | ||
Risk management | ||
Undiscounted cash flows | 1,392 | 1,118 |
1-5 years | ||
Risk management | ||
Undiscounted cash flows | 14,460 | 13,991 |
1-5 years | Long term loans from banks | ||
Risk management | ||
Undiscounted cash flows | 6,943 | 6,314 |
1-5 years | Liabilities in respect of leases-LT | ||
Risk management | ||
Undiscounted cash flows | 2,984 | 3,465 |
1-5 years | Loan from Shareholder | ||
Risk management | ||
Undiscounted cash flows | $ 4,533 | $ 4,212 |
FINANCIAL INSTRUMENTS - RISK _7
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Fair value of financial instruments (Details) - Warrant Liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair value of financial liabilities | |||
Financial liabilities | $ 1,392 | $ 1,118 | $ 814 |
Recurring | Level 3 | |||
Fair value of financial liabilities | |||
Financial liabilities | $ 1,392 | $ 1,118 |
FINANCIAL INSTRUMENTS - RISK _8
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Significant unobservable inputs (Details) | Dec. 31, 2021 Y |
Expected exercise period | Minimum | |
Significant unobservable inputs | |
Liabilities, measurement input | 0.75 |
Warrant Liabilities | Black Scholes and Merton model | Risk-free interest rate | |
Significant unobservable inputs | |
Liabilities, measurement input | 0.723 |
Warrant Liabilities | Black Scholes and Merton model | Expected exercise period | Maximum | |
Significant unobservable inputs | |
Liabilities, measurement input | 6.5 |
Warrant Liabilities | Black Scholes and Merton model | Volatility | |
Significant unobservable inputs | |
Liabilities, measurement input | 50 |
FINANCIAL INSTRUMENTS - RISK _9
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Warrant liabilities (Details) - Warrant Liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Change in fair value of liabilities | ||
Balance at beginning | $ 1,118 | $ 814 |
Issuance of warrants | 74 | 295 |
Changes in fair value recognized in finance expenses | 200 | 9 |
Balance at ending | $ 1,392 | $ 1,118 |
LIABILITY FOR ROYALTIES PAYAB_3
LIABILITY FOR ROYALTIES PAYABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LIABILITY FOR ROYALTIES PAYABLE | ||
At January 1 | $ 1,596 | $ 1,606 |
Principal Payments | (488) | |
Exchange rate differences | (82) | 189 |
Amounts recognized as an offset from research and development expenses | (258) | |
Revaluation of the liability | 600 | (199) |
As of December 31 | $ 1,368 | $ 1,596 |
Bottom of range [member] | ||
LIABILITY FOR ROYALTIES PAYABLE | ||
Royalties payable, as a percentage of sales | 3% | |
Top of range [member] | ||
LIABILITY FOR ROYALTIES PAYABLE | ||
Royalties payable, as a percentage of sales | 4% |
EQUITY - Ordinary Shares and Pr
EQUITY - Ordinary Shares and Preferred Shares (Details) | 1 Months Ended | ||||||
Sep. 04, 2017 USD ($) item shares | Aug. 21, 2017 USD ($) agreement shares | Mar. 28, 2017 USD ($) item shares | Feb. 07, 2017 USD ($) agreement shares | Jan. 26, 2017 USD ($) agreement shares | Nov. 30, 2015 USD ($) shareholder $ / shares shares | Dec. 31, 2021 $ / shares | |
EQUITY | |||||||
Warrants exercise price | $ / shares | $ 9.36 | ||||||
Preferred A Shares | |||||||
EQUITY | |||||||
Number of shareholders to whom warrants were issued | shareholder | 2 | ||||||
Total exercise price of warrants | $ 1,500,000 | ||||||
Number of Preferred shares called by warrants | shares | 455 | ||||||
Warrants exercise price | $ / shares | $ 3.295 | ||||||
Conversion ratio | 1 | ||||||
Threshold maximum offer valuation price of the Company as a percentage of Preferred Shares Subscription Price | 200% | ||||||
Liquidation preference, additional percentage | 8% | ||||||
Preferred B Shares | |||||||
EQUITY | |||||||
Conversion ratio | 1 | ||||||
Number of Securities Purchase Agreements entered into | agreement | 2 | 2 | |||||
Shares issued | shares | 228 | 1,137 | 1,137 | ||||
Total consideration | $ 751 | $ 4.997 | $ 4.997 | ||||
Pre-money equity valuation considered for conversion of preferred shares | $ 300,000,000 | ||||||
Percentage of post-money valuation considered for conversion of preferred shares | 200% | ||||||
Liquidation preference, percentage of Preferred B Subscription Price | 200% | ||||||
Liquidation preference, percentage of overall internal rate of return | 20% | ||||||
Cap on liquidation preference, Number of times the Preferred B Subscription Price | item | 3 | ||||||
Preferred C Shares | |||||||
EQUITY | |||||||
Conversion ratio | 1 | ||||||
Number of Securities Purchase Agreements entered into | agreement | 3 | ||||||
Shares issued | shares | 33 | 823 | |||||
Total consideration | $ 200,000 | $ 5.002 | |||||
Percentage of post-money valuation considered for conversion of preferred shares | 200% | ||||||
Liquidation preference, percentage of Preferred B Subscription Price | 200% | ||||||
Liquidation preference, percentage of overall internal rate of return | 20% | ||||||
Cap on liquidation preference, Number of times the Preferred B Subscription Price | item | 3 |
EQUITY - Share Option Plan (Det
EQUITY - Share Option Plan (Details) | 12 Months Ended | ||||
May 04, 2017 $ / shares shares | Sep. 04, 2013 $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Share Option Plan | |||||
Number of options granted | 1,499 | 3,575 | |||
Number of options exercised by employees | 58 | 572 | |||
Number of options outstanding | 7,710 | 6,448 | 3,579 | ||
Number of options exercisable | 3,138 | 2,814 | |||
2013 Share Incentive Plan | |||||
Share Option Plan | |||||
Number of ordinary stock that each option is exercisable into | shares | 1 | ||||
Par value per ordinary share | $ / shares | $ 0.008 | ||||
Term of the stock options | 10 years | ||||
Number of options granted | 2,829 | ||||
Number of options exercised by employees | 58 | ||||
Number of options outstanding | 7,710 | ||||
Number of options exercisable | 3,138 | ||||
EMI Share Option Plan | |||||
Share Option Plan | |||||
Number of ordinary stock that each option is exercisable into | shares | 1 | ||||
Par value per ordinary share | $ / shares | $ 0.008 | ||||
Term of the stock options | 10 years | ||||
Vesting period of options | 3 years |
EQUITY - Share options outstand
EQUITY - Share options outstanding and exercisable (Details) | 12 Months Ended | ||
Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2019 USD ($) | |
Share options outstanding and exercisable | |||
Number of options outstanding | 7,710 | 6,448 | 3,579 |
Number of options exercisable | 3,138 | 2,814 | |
Options Exercisable, Exercise Price | $ / shares | $ 0.705 | $ 0.31 | |
Stock options outstanding, one | |||
Share options outstanding and exercisable | |||
Number of options outstanding | 947 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 10 days | ||
Number of options exercisable | 947 | ||
Options Exercisable, Exercise Price | $ / shares | $ 0.0001 | ||
Stock options outstanding, two | |||
Share options outstanding and exercisable | |||
Number of options outstanding | 563 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 2 months 1 day | ||
Number of options exercisable | 563 | ||
Options Exercisable, Exercise Price | $ / shares | $ 0.536 | ||
Stock options outstanding, three | |||
Share options outstanding and exercisable | |||
Number of options outstanding | 260 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 5 months 12 days | ||
Number of options exercisable | 260 | ||
Options Exercisable, Exercise Price | $ / shares | $ 0.55 | ||
Stock options outstanding, four | |||
Share options outstanding and exercisable | |||
Number of options outstanding | 1,453 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 2 months 1 day | ||
Number of options exercisable | 1,182 | ||
Options Exercisable, Exercise Price | $ / shares | $ 1.102 | ||
Stock options outstanding, five | |||
Share options outstanding and exercisable | |||
Number of options outstanding | 4,487 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 11 months 15 days | ||
Number of options exercisable | 186 | ||
Options Exercisable, Exercise Price | $ / shares | $ 2.5 |
EQUITY - Number of share option
EQUITY - Number of share options and Weighted average exercise price (Details) | 12 Months Ended | |
Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Disclosure of classes of share capital [abstract] | ||
Number of Options, Outstanding at the beginning of year | $ | 6,448 | 3,579 |
Number of Options, Changes during the year: | ||
Number of options granted | $ | 1,499 | 3,575 |
Number of options exercised | $ | 58 | 572 |
Number of Options, Forfeited | $ | 179 | 134 |
Number of Options, Outstanding at end of year | $ | 7,710 | 6,448 |
Number of options exercisable | $ | 3,138 | 2,814 |
Weighted Average Exercise Price, Options outstanding at the beginning of year | $ / shares | $ 1.23 | $ 0.42 |
Weighted Average Exercise Price, Changes during the year: | ||
Weighted Average Exercise Price, Granted | $ / shares | 2.34 | 2.38 |
Weighted Average Exercise Price, Exercised | $ / shares | 1.10 | 0.0001 |
Weighted Average Exercise Price, Forfeited | $ / shares | 1.83 | 1.10 |
Weighted Average Exercise Price, Options outstanding at end of year | $ / shares | 1.72 | 1.23 |
Options Exercisable, Exercise Price | $ / shares | $ 0.705 | $ 0.31 |
EQUITY - Fair value assumptions
EQUITY - Fair value assumptions of share options (Details) - Y | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Option Plan | ||
Dividend yield (as a percent) | 0% | 0% |
Minimum | ||
Share Option Plan | ||
Expected volatility (as a percent) | 40% | 40% |
Risk-free interest rate (as a percent) | 0.10% | 0.10% |
Term of the stock options | 2 | 2 |
Maximum | ||
Share Option Plan | ||
Expected volatility (as a percent) | 60% | 60% |
Risk-free interest rate (as a percent) | 2.50% | 2.50% |
Term of the stock options | 4 | 4 |
MATERIAL COMMITMENTS (Details)
MATERIAL COMMITMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
MATERIAL COMMITMENTS | ||
Agency participation in cost (in percent) | 75% | |
Government grants to finance it's research and development programs | $ 6,122 | |
Royalty amount included in government grants | $ 3,289 | |
Maximum royalty to government grants (in percent) | 100% | |
Accrued royalty expense | $ 314 | $ 916 |
Contingent liability | $ 2,295 | $ 2,260 |
Discounting interest rate on royalty | 20% | 20% |
Bottom of range [member] | ||
MATERIAL COMMITMENTS | ||
Agency participation in cost (in percent) | 50% | |
Royalty to be paid on total sales of these programs (in percent) | 3% | |
Accrued royalty expense to revenue (in percent) | 3% | |
Maximum | ||
MATERIAL COMMITMENTS | ||
Royalty to be paid on total sales of these programs (in percent) | 4% | |
Accrued royalty expense to revenue (in percent) | 4% |
REVENUES - Summary of revenues
REVENUES - Summary of revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||
Revenues | $ 21,720 | $ 10,632 |
US | ||
REVENUES | ||
Revenues | 13,196 | |
Canada | ||
REVENUES | ||
Revenues | 13,196 | |
UK | ||
REVENUES | ||
Revenues | 7,325 | 10,316 |
Other | ||
REVENUES | ||
Revenues | 1,199 | 316 |
Jet Talk [Member] | ||
REVENUES | ||
Revenues | $ 3,116 | $ 7,279 |
Percentage of revenues | 14% | 68% |
Airbus | ||
REVENUES | ||
Revenues | $ 3,256 | $ 3,683 |
Percentage of revenues | 15% | 35% |
Telesat | ||
REVENUES | ||
Revenues | $ 8,400 | |
Percentage of revenues | 39% | |
iDirect | ||
REVENUES | ||
Revenues | $ 2,074 | |
Percentage of revenues | 10% |
COST OF REVENUE AND SERVICE - S
COST OF REVENUE AND SERVICE - Summary of Cost of Revenue and service (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
COST OF REVENUE AND SERVICE | ||||
Salaries and related expenses | $ 6,764 | $ 1,184 | ||
Materials and models | 1,516 | 63 | ||
Depriciation | 56 | 59 | ||
Chip Development tools and Subcontractors | 507 | 1,754 | ||
Total cost of sales and services | $ 1,524 | $ 4,014 | $ 8,843 | $ 3,060 |
RESEARCH AND DEVELOPMENT EXPE_3
RESEARCH AND DEVELOPMENT EXPENSES - Summary of Research and Development Expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
RESEARCH AND DEVELOPMENT EXPENSES | ||||
Salaries and related expenses | $ 16,508 | $ 16,048 | ||
Development tools and subcontractors | 15,238 | 14,814 | ||
Government support and grants | (13,802) | (14,225) | ||
Total | $ 9,045 | $ 8,823 | $ 17,944 | $ 16,637 |
SELLING AND MARKETING EXPENSE_3
SELLING AND MARKETING EXPENSES: (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
SELLING AND MARKETING EXPENSES | ||||
Sales and marketing expense | $ 1,020 | $ 855 | $ 1,752 | $ 1,088 |
Salaries and related expenses | ||||
SELLING AND MARKETING EXPENSES | ||||
Sales and marketing expense | $ 1,752 | $ 1,088 |
ADMINISTRATIVE AND GENERAL EX_2
ADMINISTRATIVE AND GENERAL EXPENSES: (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
ADMINISTRATIVE AND GENERAL EXPENSES | ||||
General and administrative expenses | $ 4,216 | $ 1,883 | $ 3,735 | $ 2,612 |
Salaries and related expenses | ||||
ADMINISTRATIVE AND GENERAL EXPENSES | ||||
General and administrative expenses | 1,618 | 1,020 | ||
Depreciation and overheads | ||||
ADMINISTRATIVE AND GENERAL EXPENSES | ||||
General and administrative expenses | 2,087 | 1,555 | ||
Other expenses | ||||
ADMINISTRATIVE AND GENERAL EXPENSES | ||||
General and administrative expenses | $ 50 | $ 37 |
TAXES ON INCOME (Details)
TAXES ON INCOME (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
TAXES ON INCOME | ||
Loss carryforward | $ 82 | |
Hong Kong | ||
TAXES ON INCOME | ||
Corporate tax rate | 16.50% | 16.50% |
UK | ||
TAXES ON INCOME | ||
Corporate tax rate | 19% | 19% |
Israel | ||
TAXES ON INCOME | ||
Corporate tax rate | 23% | 23% |
Developed areas in Israel | ||
TAXES ON INCOME | ||
Corporate tax rate | 6% | 6% |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Calculation of basic earnings per share: | ||||
Net loss | $ (19,072) | $ (6,597) | $ (17,050) | $ (17,563) |
Loss attributed to ordinary shareholders in USD | $ (17,050) | $ (17,563) | ||
Basic weighted average common shares outstanding | 18,601,000 | 17,892,000 | 17,902 | 17,551 |
Diluted weighted average common shares outstanding | 18,601,000 | 17,892,000 | 17,902 | 17,551 |
Basic loss per share (in dollars) | $ (1.03) | $ (0.37) | $ (0.95) | $ (1) |
Diluted loss per share (in dollars) | $ (1.03) | $ (0.37) | $ (0.95) | $ (1) |
SUBSEQUENT EVENT_ - Long Term L
SUBSEQUENT EVENT: - Long Term Loan from a Financial Institution (Details) - Long Term Loan $ in Millions | Feb. 01, 2022 USD ($) shares | Feb. 03, 2022 USD ($) |
SUBSEQUENT EVENT: | ||
Loan amount signed | $ 55 | |
Long Term Loan from a Financial Institution | Francisco Partners L.P | ||
SUBSEQUENT EVENT: | ||
Loan amount signed | $ 55 | |
Qualified public offering | 12 months | |
Interest rate (as a percent) | 9.5% | |
Basis points of increase in interest rate | 100 | |
Pay in kind interest payable company completes | 100% | |
Shares issued | shares | 808,907 | |
Ratio of debt to EBIDTA | 0% | |
Minimum cash covenant | $ 10 | |
Long Term Loan from a Financial Institution | Francisco Partners L.P | Minimum | ||
SUBSEQUENT EVENT: | ||
Loan term | 2 years 6 months | |
Long Term Loan from a Financial Institution | Francisco Partners L.P | Maximum | ||
SUBSEQUENT EVENT: | ||
Loan term | 4 years | |
Interest rate adjustment (as a percent) | 11.50% | |
Long Term Loan from a Financial Institution | Francisco Partners L.P | Year one | ||
SUBSEQUENT EVENT: | ||
Pay in kind interest payable (as a percent) | 100% | |
Long Term Loan from a Financial Institution | Francisco Partners L.P | Year Two | ||
SUBSEQUENT EVENT: | ||
Pay in kind interest payable (as a percent) | 75% | |
Long Term Loan from a Financial Institution | Francisco Partners L.P | Thereafter | ||
SUBSEQUENT EVENT: | ||
Pay in kind interest payable (as a percent) | 50% |
SUBSEQUENT EVENT_ - Business Co
SUBSEQUENT EVENT: - Business Combination agreement (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Mar. 08, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENT: | |||||
Proceeds from issuance of PIPE | $ 5,033,000 | $ 22,000 | $ 64,000 | $ 14,000 | |
Issuance shares | 1,978,000 | $ 750,000 | |||
Endurance Acquisition Corp | |||||
SUBSEQUENT EVENT: | |||||
Estimated gross increase in cash | 29,100,000 | ||||
Expenses related to the transactions | 20,000,000 | ||||
Goodwill | 0 | ||||
Intangible assets | 0 | ||||
Endurance Acquisition Corp | Cantor Fitzgerald Principal Investments | Maximum | |||||
SUBSEQUENT EVENT: | |||||
Issuance shares | 75,000,000 | ||||
Endurance Acquisition Corp | Maximum Redemption scenario | |||||
SUBSEQUENT EVENT: | |||||
Estimated gross increase in cash | 35,000,000 | ||||
Endurance Acquisition Corp | No Redemption scenario | |||||
SUBSEQUENT EVENT: | |||||
Proceeds from issuance of PIPE | $ 227,000,000 | ||||
Business Combination agreement | Endurance Acquisition Corp | |||||
SUBSEQUENT EVENT: | |||||
Proceeds from issuance of PIPE | $ 29,100,000 | ||||
Expenses related to the transactions | 30,000,000 | ||||
Goodwill | 0 | ||||
Intangible assets | 0 | ||||
Business Combination agreement | Endurance Acquisition Corp | Cantor Fitzgerald Principal Investments | |||||
SUBSEQUENT EVENT: | |||||
Issuance shares | 75,000,000 | ||||
Business Combination agreement | Endurance Acquisition Corp | Maximum Redemption scenario | |||||
SUBSEQUENT EVENT: | |||||
Estimated gross increase in cash | 42,500,000 | ||||
Business Combination agreement | Endurance Acquisition Corp | No Redemption scenario | |||||
SUBSEQUENT EVENT: | |||||
Estimated gross increase in cash | $ 230,100,000 |
SUBSEQUENT EVENT_ - Legal Proce
SUBSEQUENT EVENT: - Legal Proceeding (Details) | 6 Months Ended | |
Mar. 22, 2022 lawsuit shares | Jun. 30, 2022 lawsuit shares | |
SUBSEQUENT EVENT: | ||
Number of lawsuits filed | 2 | |
Pending Litigation | ||
SUBSEQUENT EVENT: | ||
Number of lawsuits filed | 2 | |
Number of shares claimed by plaintiffs | shares | 2,000,000 | |
Legal Proceeding | ||
SUBSEQUENT EVENT: | ||
Number of lawsuits filed | 2 | |
Legal Proceeding | Pending Litigation | ||
SUBSEQUENT EVENT: | ||
Number of shares claimed by plaintiffs | shares | 2,000,000 |
UNAUDITED INTERIM CONDENSED CON
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 23,007 | $ 3,854 |
Trade accounts receivable | 1,202 | 806 |
Contract Assets | 4,035 | 6,015 |
Other current assets | 7,166 | 3,419 |
Related parties | 93 | |
Inventory | 771 | 685 |
Total current assets | 36,274 | 14,779 |
NON-CURRENT ASSETS: | ||
Right-of-use assets | 3,098 | 3,147 |
Property, plant and equipment, net | 989 | 972 |
Investment in Jet Talk | 2,026 | 2,137 |
Other non-current assets | 220 | 271 |
Total non-current assets | 6,333 | 6,527 |
TOTAL ASSETS | 42,607 | 21,306 |
CURRENT LIABILITIES: | ||
Trade payables | 1,394 | 8,522 |
Short term loans from financial institutions | 6,334 | |
ESA advance payments | 10,137 | 15,270 |
Prepayment from Customer | 12,258 | 1,504 |
Lease liabilities | 936 | 989 |
Other accounts payable and accrued expenses | 7,464 | 8,853 |
Related parties | 174 | 2,149 |
Total current liabilities | 32,363 | 41,472 |
NON-CURRENT LIABILITIES: | ||
Long term loans from financial institutions | 50,470 | 6,943 |
Lease liabilities | 2,638 | 2,984 |
Loan from shareholder, net | 4,533 | |
Warrant Liabilities | 1,290 | 1,392 |
Liability for royalties payable | 1,390 | 1,368 |
Total non-current liabilities | 55,788 | 17,220 |
SHAREHOLDERS' DEFICIT: | ||
Share capital | 4 | 4 |
Share premium | 53,443 | 46,203 |
Capital reserves | 3,900 | 226 |
Accumulated deficit | (102,891) | (83,819) |
Total shareholders' deficit | (45,544) | (37,386) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 42,607 | $ 21,306 |
UNAUDITED INTERIM CONDENSED C_2
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | 30 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Revenues: | |||||
Development services and preproduction | $ 2,983 | $ 9,048 | $ 19,237 | $ 10,319 | |
Sale of products | 328 | 1,859 | 2,483 | 313 | |
Total revenues | 3,311 | 10,907 | 21,720 | 10,632 | |
Cost of sales and services: | |||||
Development services and preproduction | 1,323 | 2,625 | 7,326 | 2,966 | |
Sale of products | 201 | 1,389 | 1,517 | 94 | |
Total cost of sales and services | 1,524 | 4,014 | 8,843 | 3,060 | |
Gross profit | 1,787 | 6,893 | 12,877 | 7,572 | |
Research and development expenses, net | 9,045 | 8,823 | 17,944 | 16,637 | |
Selling and marketing expenses | 1,020 | 855 | 1,752 | 1,088 | |
General and administrative expenses | 4,216 | 1,883 | 3,735 | 2,612 | |
Loss from operations | (12,494) | (4,668) | (10,554) | (12,765) | $ (102,891) |
Finance Income | 210 | 1,260 | |||
Finance Expenses | (6,677) | (978) | (4,598) | (2,163) | |
Company's share in the loss of a company accounted by equity method, net | (111) | (951) | (1,898) | (3,895) | |
Loss before income taxes | (19,072) | (6,597) | (17,050) | (17,563) | |
Loss for the period | (19,072) | (6,597) | (17,050) | (17,563) | |
Other comprehensive income (loss) net of tax: | |||||
Exchange gain (loss) arising on translation of foreign operations | 3,674 | (557) | 1,131 | (790) | |
Total comprehensive loss for the period | $ (15,398) | $ (7,154) | $ (15,919) | $ (18,353) | |
Basic loss per share (in dollars) | $ (1.03) | $ (0.37) | $ (0.95) | $ (1) | |
Diluted loss per share (in dollars) | $ (1.03) | $ (0.37) | $ (0.95) | $ (1) | |
Basic weighted average common shares outstanding | 18,601,000 | 17,892,000 | 17,902 | 17,551 | |
Diluted weighted average common shares outstanding | 18,601,000 | 17,892,000 | 17,902 | 17,551 |
UNAUDITED INTERIM CONDENSED C_3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Ordinary shares [member] | Preference Shares A | Preference Shares B [Member] | Preference Shares C [Member] | Issued capital [member] | Share premium [member] | Retained earnings [member] | Capital reserve [member] | Total | |
Balance at the beginning at Dec. 31, 2019 | $ 4 | $ 44,151 | $ (49,206) | $ (115) | $ (5,166) | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 17,197,000 | 7,300,000 | 4,778,000 | 856,000 | ||||||
Changes in equity [abstract] | ||||||||||
Exercise of options | 0 | [1] | 14 | 14 | ||||||
Exercise of options (in shares) | 572,000 | |||||||||
Shares issued to Financial Institutions | 0 | [1] | 750 | 750 | ||||||
Shares issued to Financial Institutions (in shares) | 123,000 | |||||||||
Warrant exercised | 999 | 999 | ||||||||
Stock-based compensation | 76 | 76 | ||||||||
Loss for the period | (17,563) | (790) | (17,563) | |||||||
Balance at the end at Dec. 31, 2020 | 4 | 45,990 | (66,769) | (905) | (21,680) | |||||
Balance at the end (in shares) at Dec. 31, 2020 | 17,892,000 | 7,300,000 | 4,778,000 | 856,000 | ||||||
Changes in equity [abstract] | ||||||||||
Exercise of options | 22 | 22 | ||||||||
Exercise of options (in shares) | 12,000,000 | |||||||||
Stock-based compensation | 77 | 77 | ||||||||
Loss for the period | (6,597) | (557) | (6,597) | |||||||
Balance at the end at Jun. 30, 2021 | 4 | 46,089 | (73,366) | (1,462) | (28,735) | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 17,904,000 | 7,300,000 | 4,778,000 | 856,000 | ||||||
Balance at the beginning at Dec. 31, 2020 | 4 | 45,990 | (66,769) | (905) | (21,680) | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 17,892,000 | 7,300,000 | 4,778,000 | 856,000 | ||||||
Changes in equity [abstract] | ||||||||||
Exercise of options | 0 | [1] | 64 | 64 | ||||||
Exercise of options (in shares) | 58,447 | |||||||||
Stock-based compensation | 0 | [1] | 149 | 149 | ||||||
Loss for the period | (17,050) | 1,131 | (17,050) | |||||||
Balance at the end at Dec. 31, 2021 | 4 | 46,203 | (83,819) | 226 | (37,386) | |||||
Balance at the end (in shares) at Dec. 31, 2021 | 17,950,447 | 7,300,000 | 4,778,000 | 856,000 | ||||||
Changes in equity [abstract] | ||||||||||
Exercise of options | 33 | 33 | ||||||||
Exercise of options (in shares) | 145,000,000 | |||||||||
Shares issued to Financial Institutions | 1,978 | 1,978 | ||||||||
Shares issued to Financial Institutions (in shares) | 808,907,000 | |||||||||
Shares Back to the Company (in shares) | (75,000,000) | |||||||||
Warrant exercised | 5,000 | 5,000 | ||||||||
Warrant exercised (in shares) | 822,640,000 | |||||||||
Stock-based compensation | 229 | 229 | ||||||||
Loss for the period | (19,072) | 3,674 | (15,398) | (19,072) | ||||||
Balance at the end at Jun. 30, 2022 | $ 4 | $ 53,443 | $ (102,891) | $ 3,900 | $ (45,544) | |||||
Balance at the end (in shares) at Jun. 30, 2022 | 18,829,354 | 7,300,000 | 4,778,000 | 1,678,640 | ||||||
[1] Represents an amount less than one thousand. |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Loss for the period | $ (19,072) | $ (6,597) |
Adjustments to reconcile net profit to net cash provided by operating activities: | ||
Depreciation and amortization | 740 | 764 |
Company's share in the loss of a company accounted by equity method, net | 111 | 951 |
Finance expenses on loans | 401 | 545 |
Change in the fair value of warrant liabilities | (102) | (164) |
Stock-based compensation | 229 | 77 |
Decrease (Increase) in trade accounts receivable | (439) | (1,571) |
Decrease (Increase) in contract assets | 1,336 | (2,171) |
(Increase) in inventory | (86) | 40 |
Increase (Decrease) in other current assets | (4,396) | 844 |
Increase in trade payables | (6,745) | 1,588 |
Decrease in ESA prepayments | (3,865) | (1,477) |
Decrease in deferred revenues | (563) | |
Increase in other accounts payable and accrued expenses | (957) | 212 |
Increase in prepayments from customers | 11,502 | |
Increase (Decrease) in liability for royalties payable | 141 | 290 |
Net cash used in operating activities | (21,202) | (7,232) |
Cash flow from investing activities | ||
Decrease in long-term bank deposit | 51 | 217 |
Purchase of property, plant and equipment | (119) | (297) |
Net cash provided by (used in) investing activities | (68) | (80) |
Cash flows from financing activities | ||
Receipt of long-term loans from a financial institution, net and issuance of shares to the lender | 52,837 | 5,000 |
Repayment of loan from shareholder | (5,000) | |
Repayment of loans from banks | (13,818) | (1,020) |
Repayment of royalty lability | (119) | |
Payments of lease liabilities | (795) | (808) |
Issuance of shares | 5,033 | 22 |
Net cash provided by financing activities | 38,138 | 3,194 |
Increase (decrease) in cash and cash equivalents | 16,868 | (4,118) |
Cash and cash equivalents balance at the beginning of the year | 3,854 | 6,983 |
Effect of changes in foreign exchange rates on cash and cash equivalents | 2,285 | 10 |
Cash and cash equivalents balance at the end of the year | 23,007 | 2,875 |
Appendix A - Cash paid and received during the year for: | ||
Interest paid | $ 1,096 | $ 618 |
GENERAL_2
GENERAL | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
GENERAL | ||
GENERAL | NOTE 1 — GENERAL a. Satixfy Hong Kong (hereinafter: the “The Former Company” “) was incorporated in Hong Kong in 2012 having a place of business at Unit B, 20/F., Nathan Commercial Building, 430-436 Nathan Road, Yaumati, Kln. Hong Kong in accordance with Hong Kong law. On November 27, 2019, the Board of Directors of the Former Company decided to make a structural change (hereinafter “the Reorganization”). For the reorganization, SatixFy Communications Ltd. (hereinafter: the “Company”) was incorporated on January 9, 2020, as a private limited company, in accordance with the provisions of the Israeli Companies Law while maintaining the same capital structure as the Former Company. On May 12, 2020, the Former Company transferred to the Company all its holdings directly and indirectly in the subsidiaries (hereinafter “the transferred companies”, see also Note 1.D). The reorganization was completed on May 12, 2020, after receiving approval from the Israeli Tax Authorities for a tax exemption in accordance with the provisions of section 104B (f) of the Income Tax Ordinance. The Company handled the reorganization using the pooling of interest method, the Company’s consolidated financial statements reflect the reorganization using the “As Pooling” method accordingly, the consolidated financial statements include the financial position, results of operations and cash flows of the Company and of the transferred companies, consolidated as of January 1, 2020. Assets and rights acquired by the transferred companies after January 1, 2020, reflect the assets and liabilities and activities of those assets as of the date of their acquisition by the transferred companies. b. The Company and its subsidiaries are engaged in the development and marketing of integrated circuit products for specific applications, antennas and terminals used for satellite communications. The Company has developed a new generation of integrated silicon chips for modems and antennas based on its own proprietary technology and provide end-to-end solutions for the satellite communications industry, including terminals, payloads and hubs. The Company develops its advanced chips (Application Specific Integrated Circuit chips (ASICs) and Radio Frequency Integrated Circuit chips (RFICs)) based on technology designed to meet a variety of applications and services, such as broadband aviation, IOT, mobility and maritime, and operating on GEO, LEO and MEO satellites. The Company’s technology includes electronically steered antenna arrays, forming and design of digital beams, beam hopping, on-board processing payload chips and software-defined radio (SDR) modem chips. c. The affiliated company “Jet Talk” is engaged in the development and marketing of a unique antenna for IFC passenger aircraft and computers that receive broadband video transmissions from satellites. d. The Company operates primarily through four wholly-owned subsidiaries: Satixfy Israel Ltd, Satixfy UK, Satixfy Space Systems UK, Satixfy Bulgaria and SatixFy US LLC, all of which have been consolidated in these consolidated financial statements. Satixfy MS was incorporated for purpose of the Business Combination Agreement (see note 3.B). Holding percentage June 30, December 31, Name 2022 2021 Held By Country of incorporation Satixfy Israel Ltd. 100 % 100 % Satixfy Communications Israel Satixfy UK 100 % 100 % Satixfy Communications UK Satixfy Satellite Systems UK 100 % 100 % Satixfy Communications UK Satixfy Bulgaria 100 % 100 % Satixfy UK Bulgaria Satixfy US LLC 100 % 100 % Satixfy Communications USA Satixfy MS 100 % — Satixfy Communications Cayman NOTE 1 — GENERAL (continued) In addition, the Company’s holds 51% of the shares of the following entity (see also Note 4): Holding percentage Name 30.06.2022 2021 Held By Country of incorporation Jet Talk 51 % 51 % Satixfy UK UK e. The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses of $102,891 from operations since its inception. As of June 30, 2022, the Company has incurred $19,072 of net loss in 2022, the Company has a working capital of $3,911 and an accumulated deficit of $102,891 . Since its inception, the company has financed its day-to-day operations by receiving capital investments, receiving income from government projects together with bank and shareholder loans. In order to secure its operation, the Company received a loan in the amount of $55 million on February 3, 2022 (see Note 3.A). Also based on the Company’s current backlog and projected pipeline together with the funding received in February 2022 will be sufficient to fund its operation in the near future. The Company’s ability to generate positive cash flows from operations, all of which depend on its ability to attract and retain customers, develop new products, and compete effectively, as well as certain factors outside of the Company’s control. | NOTE 1 — GENERAL a. Satixfy Hong Kong (hereinafter: the “The Former Company”) was incorporated in Hong Kong in 2012 having a place of business at Unit B, 20/F., Nathan Commercial Building, 430-436 Nathan Road, Yaumati, Kln. Hong Kong in accordance with Hong Kong law. On November 27, 2019, the Board of Directors of the Former Company decided to make a structural change (hereinafter “the Reorganization”). For the reorganization, Satixfy Communications Ltd. (hereinafter: the “Company”) was incorporated on January 9, 2020, as a private limited company, in accordance with the provisions of the Israeli Companies Law while maintaining the same capital structure as the Former Company. On May 12, 2020, the Former Company transferred to the Company all its holdings directly and indirectly in the subsidiaries (hereinafter “the transferred companies”, see also Note 1.D). The reorganization was completed on May 12, 2020, after receiving an approval from the Israeli Tax Authorities for tax exemption in accordance with the provisions of section 104B (f) of the Income Tax Ordinance. The Company handled the reorganization using the pooling of interest method, the Company’s consolidated financial statements reflect the reorganization using the “As Pooling” method accordingly, the consolidated financial statements include the financial position, results of operations and cash flows of the Company and of the transferred companies, consolidated as of January 1, 2020. Assets and rights acquired by the transferred companies after January 1, 2020, reflect the assets and liabilities and activities of those assets as of the date of their acquisition by the transferred companies. b. The Company and its subsidiaries are engaged in the development and marketing of integrated circuit products for specific applications, antennas and terminals used for satellite communications. The Company has developed a new generation of integrated silicon chips for modems and antennas based on its own proprietary technology and provide end-to-end solutions for the satellite communications industry, including terminals, payloads and hubs. The Company develops its advanced chips (Application Specific Integrated Circuit chips (ASICs) and Radio Frequency Integrated Circuit chips (RFICs) based on technology designed to meet a variety of applications and services, such as broadband aviation, IOT, mobility and maritime, and operating on GEO, LEO and MEO satellites. The Company’s technology includes electronically steered antenna arrays, forming and design of digital beams, beam hopping, on-board processing payload chips and software-defined radio (SDR) modem chips c. The affiliated company “Jet Talk” is engaged in the development and marketing of a unique antenna for IFC passenger aircraft and computers that receive broadband video transmissions from satellites. d. The Company operates primarily through four wholly owned subsidiaries: Satixfy Israel Ltd, Satixfy UK, Satixfy Space Systems UK, Satixfy Bulgaria and SatixFy US LLC, all of which have been consolidated in these consolidated financial statements. Holding percentage Name 2021 2020 Held By Country of incorporation Satixfy Israel Ltd. 100 % 100 % Satixfy Communications Israel Satixfy UK 100 % 100 % Satixfy Communications UK Satixfy Satellite Systems UK 100 % 100 % Satixfy Communications UK Satixfy Bulgaria 100 % 100 % Satixfy UK Bulgaria Satixfy US LLC 100 % 100 % Satixfy Communications USA NOTE 1 — GENERAL (continued) In addition, the Company’s holds 51% of the shares of the following entity (see also Note 8): Holding percentage Name 2021 2020 Held By Country of incorporation Jet talk 51 % 51 % Satixfy UK UK e. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses of 83,819 from operations since its inception. As of December 31, 2021, the Company has incurred 17,050 of net loss in 2021, the Company has a working capital deficit of 26,693 and accumulated deficit of 83,819 . In addition, COVID 19 pandemic has caused to delays in the schedule of projects. Since its inception, the company has financed its day-to-day operations by receiving capital investments, receiving income from Government projects together with bank and Shareholders’ loans. It should be noted that after the balance sheet date and up to the date of publication of these reports, the Company has progressed in the development of its products and had recently signed a significant agreement with one of the largest LEO operators in the world today. In order to secure its operation, the Company received a loan amounted to 55 million on February 3 rd , 2022 (see also Note 27 Subsequent Events). f. COVID -19 The 2019 Novel Coronavirus infection (‘coronavirus’) or ‘COVID-19’ pandemic poses a major public health threat. It has hindered the movement of people and goods worldwide, and many governments are instituting restrictions on both individuals and businesses. Significant development and spread of the coronavirus did not take place until January 2020, with the World Health Organization (WHO) announcing the coronavirus as a global health emergency on January 30, 2020, which prompted national governments around the world to begin putting actions in place to slow the spread of COVID-19. Furthermore, significant measures taken by the Chinese government and by private sector organizations did not take place until early 2020. On March 11, 2020, the WHO declared COVID-19 a global pandemic and suggested worldwide containment and mitigation measures. In response to the pandemic, the Company has adjusted its business practices with a focus on the health and well-being of our employees and their families, customers, partners, service providers, and communities. The Company’s office has been subject to government-mandated lockdowns for some periods of time and the Company received a long-term loan following the Israeli government’s decision to establish a dedicated loan fund to help the Israeli companies to deal with the impact of the COVID-19 pandemic. As the corona pandemic continued to spread around the world, it had a negative impact on the company’s business operations, mainly due to the impact the pandemic had on certain market sectors the company is targeting, as several opportunities at different stages of negotiations were postponed, exhibitions were canceled, and meetings postponed due to flight limitations. In addition, work on current projects was delayed, as more than 50% of employees worked from home during a period of over 8 months , leading to delays in project schedules, which affected the company’s forecasts and cash flow. The Company’s management continue to monitor and to examine the effects of the Corona crisis on its various aspects and acts, if necessary, to make necessary adjustments in order to minimize exposure to the Company’s activities and operating results. In light of the aviation restriction due to the crisis, there may be delays in sales outside Israel. As of the date of approval of this report, the Company’s management does not identify any difficulties in the Company’s solvency due to the corona crisis or a material impact on the availability of financing sources or their price. |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES. | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: Basis of preparation A. Statement of compliance These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2021 annual consolidated financial statements. The Company has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2021 annual consolidated financial statements. B. Accounting policy for new transactions or events Issuance of a bundle of financial instruments The consideration received from the issuance of a bundle of financial instruments is attributed initially to financial liabilities that are measured each period at fair value through profit or loss, and then to financial liabilities that are measured only upon initial recognition at fair value. The remaining amount is the value of the equity component. Direct issuance costs are attributed to the specific financial instruments in respect of which they were incurred, whereas joint issuance costs are attributed to the securities on a proportionate basis according to the allocation of the consideration from the issuance of the bundle, as described above. | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: The significant accounting policies used in the preparation of the financial statements, on a consistent basis, are: A. Basis of preparation: These consolidated financial statements have been prepared solely for the purpose of meeting the requirements of the United States Securities and Exchange Commission in connection with filing a confidential draft of registration statement on Form F-4. Except for the omission of comparative consolidated financial information as discussed in the preceding paragraph, these consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared under the historical cost convention except for certain financial liabilities which are measured at fair value until conversion. The Company has elected to present the consolidated statements of comprehensive loss using the function of expense method. B. Basis of consolidation: Subsidiaries: Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. In addition, the financial statements of the subsidiaries were prepared using a consistent accounting policy with the Company regarding similar transactions and events in similar circumstances. Investments in affiliated companies and joint ventures: When the Company has the ability to influence the business operation of another entity, but the influence doesn’t constitute a control, then the Company has a significant influence which will be presented as an affiliate company based on the equity method. Potential voting rights which can be exercise on an immediate basis also taking into account as part of the above influence. The holding in an affiliate company is presented based on the equity method unless the investment is held for sale. The financials statements of the affiliated company have been prepared using the same accounting policy of the Company. Any goodwill arising from the affiliated company purchase is part of the investment and isn’t amortized unless there is objective evidence for impairment. If the Company’s share in the losses of an affiliated company or joint venture is equal to or exceeds its rights in the affiliated company or in the joint venture, the Company ceases to recognize its share in additional losses. Once the Company’s rights have been reduced to zero, the Company recognizes additional losses only to the extent that it has incurred legal or implied liabilities or to the extent that payments have been made for the affiliated company or for the joint venture. The Company recognizes the gains that arise thereafter only when the Company’s share in the profits equals the share in unrecognized losses. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) The Company performs an impairment test (see Note 2.U below) for a net investment in an affiliated company or in a joint venture as a whole when there is objective evidence of impairment of the investment. An impairment loss as aforesaid is allocated to an investment as a whole. The Company ceases to use the equity method as of the date on which an investment ceases to be an affiliated company or joint venture. Any investment remaining in the former affiliate or former joint venture is measured at fair value. The difference between the fair value of the remaining investment and any consideration from the realization of part of the investment and the book value of the investment at the time the use of the equity method is discontinued is recognized in profit or loss. Amounts previously recognized in other comprehensive income with respect to the same investment are treated in the same manner that would have been required if the invested entity had itself realized the related assets or related liabilities. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates and joint ventures are eliminated to the extent of the Group’s interest in these investments. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment. C. Use of estimates and assumptions in the preparation of the financial statements: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. By their nature, these estimates are subject to measurement uncertainty and are reviewed periodically and adjustments, if necessary, are made in the year which they are identified. Actual results could differ from those estimates. The following is a description of assumptions about the future and other factors for uncertainty in estimates at the end of the reporting period, which results in a significant risk that will result in material correlation to book values of assets and liabilities during the next reporting period: Useful life of fixed assets and intangible assets — Fair value of financial instruments — Inventory — NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) Estimates of Receipts or Payments of Financial Instruments — Contracts with customers — D. Foreign currency: The consolidated financial statements are prepared in U.S. Dollars (the functional currency). Transactions and balances in foreign currencies are converted into US Dollars in accordance with the principles set forth by International Accounting Standard (IAS) 21 “The Effects of Changes in Foreign Exchange Rates”. Accordingly, transactions and balances have been converted as follows: ● Monetary assets and liabilities — at the rate of exchange applicable at the consolidated statements of financial position date. ● Exchange gains and losses from the aforementioned conversion are recognized in the statement of comprehensive income. ● Expense items — at exchange rates applicable as of the date of recognition of those items. ● Non-monetary items are converted at the rate of exchange used to convert the related consolidated statements of financial position items i.e. at the time of the transaction. Foreign operations On consolidation, the results of foreign operations are translated into US Dollars at exchange rates ruling when the transactions took place. All assets and liabilities of foreign operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date. Exchange rate differences arising on translating the opening net assets at opening rate and the results of foreign operations at actual rate of exchange are recognized in other comprehensive income and accumulated in the foreign exchange reserve. Exchange differences recognized in profit or loss in the Group entities’ separate financial statements on the translation of long-term monetary items forming part of the Group’s net investment in the foreign operation concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on consolidation. On disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to that operation up to the date of disposal are classified to profit or loss as part of the profit or loss on disposal. F. Cash and cash equivalents: Cash equivalents are considered by the Company to be highly liquid investments, including, inter alia, short-term deposits with banks and the maturity of which do not exceed three months at the time of deposit and which are not restricted. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) Overdrafts, which are due on demand and form an integral part of the Company’s cash management, were included as a component of cash and cash equivalents for the purposes of presenting the statement of cash flows. G. Linkage: Assets and liabilities linked to the consumer price index were included according to the appropriate index for each asset or liability. CPI-linked loans are measured at reduced cost when the balance at the end of the reporting period is CPI-linked. H. Provisions: Provisions are recognized when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. The effect of the time value is material, the amount of the provision is measured according to the present value of the projected expenses that will be required to settle the obligation. The reduction of a provision is recognized in profit or loss as the reduction of the appropriate consequential item when the company actually bears it or at the date of its termination, whichever is later. I. Research and development costs: Expenditure on research activities is recognized in profit or loss as incurred. Expenditure incurred on development activities including the Company’s development is capitalized where the expenditure will lead to new or substantially improved products and only if all the following can be demonstrated: ● The product is technically and commercially feasible. ● The Company intends to complete the product so that it will be available for use or sale. ● The Company has the ability to use the product or sell it. ● The Company has the technical, financial and other resources to complete the development and to use or sell the product. ● The Company can demonstrate the probability that the product will generate future economic benefits. ● The Company is able to measure reliability of the expenditure attributable to the product during the development. Recognition of costs in the carrying amount of an intangible asset, ceases, when the asset is in the condition necessary for it to be capable of operating in the manner intended by management. Capitalized development costs are amortized on a straight-line basis over their estimated useful lives once the development is completed and the assets are in use. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) Subsequent expenditure on capitalized intangible assets is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates. All other expenditure, including that incurred in order to maintain an intangible assets current level of performance, is expensed as incurred. The Company did not meet those requirements for capitalization of research and development expenses. J. Leases: The Company applied the following practical expedients when applying IFRS 16 to leases previously classified as operating leases: ● Applied a single discount rate to a portfolio of leases with reasonably similar characteristics. ● Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term remaining as of the date of initial application and do not contain a purchase option. ● Applied the practical expedient provided by the standard to recognize right-of-use assets equal to the lease liability upon initial application. Under IFRS 16, the Company recognizes right-of-use assets and lease liabilities for most leases. The Company adopted IFRS 16 using the modified retrospective approach, with recognition of transitional adjustments on the date of initial application (January 1, 2019), without restatement of comparative figures. On initial application of IFRS 16, the Company recognized right-of-use assets and lease liabilities in relation to leases of office facilities and motor vehicles, which had previously been classified as operating leases. The lease liabilities were measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate as at January 1, 2019. The Company’s incremental borrowing rate is the rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions. The weighted-average rate applied was 4.5%. Right-of-use assets are measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments. Right-of-use assets: The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets comprises the amount of the initial measurement of the lease liability; lease payments made at or before the commencement date less any lease incentives received; and initial direct costs incurred. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment. The right-of-use assets are presented within property, plant and equipment. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) Lease liabilities: At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option that is reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. Lease term: The term of a lease is determined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. K. Share-based payment: The Company has recognized share-based payment transactions, inter alia, for the purchase of goods or services. These transactions include transactions with employees and non-employee parties that will be settled in the Company’s equity instruments, such as shares or stock options, or that will be settled in cash based on the price or value of the Company’s equity instruments, and transactions that allow the Company or service or goods to choose between Cash in cash and disposal in the company’s equity instruments. In the case of share-based payment transactions for employees disposed of in equity instruments, the value of the benefit is measured at the time of grant with respect to the fair value of the equity instruments granted. With respect to share-based payment transactions for non-employee parties settled in equity instruments, the value of the transaction is measured with respect to the fair value of the goods and / or services received. If the company is unable to reliably measure the fair value of the goods or services received, their fair value is measured with respect to the fair value of the equity instruments granted. In the case of share-based payment transactions that are settled in cash, the value of the benefit is presented as a liability, which is measured at fair value at the end of each reporting period and at the date of settlement. The benefit value of share-based payment transactions is recognized in profit or loss, unless the expense is included in the cost of an asset, against a capital fund over the vesting period based on the best estimate obtainable of the number of equity instruments expected to mature. When the Company received services in exchange for a payment granted by the Parent Company, based on the Company’s equity instruments or the Parent Company’s equity instruments, it is a share-based payment transaction that is settled on equity instruments, so that an expense is recognized in profit or loss. From the parent company. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) When changes are made to a share-based payment plan, the Company recognizes the effects of changes that increase the total fair value of the plan during the remaining vesting period. L. Transactions with controlling shareholders: An asset transferred to the company by its controlling shareholder is presented in the company’s financial statements at its fair value at the date of the transfer. Any difference between the amount of consideration determined for the property and its fair value was recognized in equity. An asset transferred from the Company to its controlling shareholder is deducted from the Company’s financial statements at its fair value at the date of the transfer. The difference between the fair value of the property and the book value at the date of transfer was recognized in profit or loss and the difference between the amount of consideration determined for the property at the time of transfer and its fair value was recognized in equity. When the Company’s liability to a third party, in whole or in part, is taken by the controlling shareholder, the liability is deducted from the Company’s financial statements at fair value at the date of settlement when the difference between the book value of the liability and the fair value at the date of disposal is recognized in profit or loss. The obligation at the time of settlement and the amount of consideration determined by a capital seller. A loan received from the controlling shareholder is presented on the date of recognition for the first time in the company’s financial statements as an asset or liability, as the case may be, at fair value when the difference between the amount of loan received or granted After recognition for the first time, the loan is presented in the financial statements of the company at its reduced cost while applying the effective interest method. Transactions of business combinations under the same control are handled in accordance with the following principles: — The assets and liabilities of the acquired entity are recognized for the first time in the financial statements according to their value in the books in the financial statements of the controlling shareholder on the eve of the business combination. — The difference between the consideration determined in the transaction and the book value of the net assets of the acquired entity is recognized directly in equity. The Company’s financial statements reflect the state of the business and the results of operations of the acquired entity, which is consolidated by way of the business combination, as if the business was merged on the day these entities came under the same control, so that previous periods were restated to reflect the business combination. M. Loss per share: Loss per share is calculated by dividing the net loss attributed to the Company’s shareholders by the number of weighted ordinary shares that exist during the period. The basic loss per share includes only shares that actually exist during the period. Potential ordinary shares (convertible securities such as convertible bonds, warrants and employee stock options) are included only in the calculation of diluted earnings per share to the extent that their effect dilutes loss per share by converting them to decreases earnings per share or increases losses per share. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) In addition, potential ordinary shares converted during the period are included in the diluted earnings per share only up to the date of conversion, and from that date are included in the basic loss per share. N. Government grants (except OCS grants): A benefit of a loan from the bank with the participation of the government at interest rate lower than the market interest rate was treated as a government grant. The loan was recognized and measured in accordance with the aforesaid in Note 13. The benefit was measured as the difference between the initial book value of the loan and the consideration received. The benefit component from the government’s participation in the loan was recognized as a financing activity in accordance with the Company’s policy for presenting interest payments in financing activity. O. OCS grants: A grant from the Office of the Chief Scientist (OCS) received for research and development activities, for which the company undertook royalties’ payments to the government contingent on making future sales resulting from this financing, was treated as a loan that could be forgiven. The grant was recognized as a liability in the financial statements, unless there is reasonable assurance that the company will meet the conditions for the forgiveness of the loan, then it has been recognized as a government grant. When the liability to the government does not bear market interest, the liability was recognized at its fair value in accordance with the market interest rate at the time the grant was received. The difference between the consideration received and the liability recognized in the statement of financial position at the time of receiving the grant was treated as a government grant and recognized as a reimbursement of research expenses or as a reduction of development costs capitalized as the case may be. Repayment of the liability to the government is reviewed every reporting period, with changes in the liability resulting from a change in the expected royalties recognized in profit or loss. P. Credit costs: The Company recognized credit costs as an expense in the period of formation, except in cases where they can be directly attributed to the acquisition, construction or production of eligible assets, so these costs were capitalized as part of the cost of those assets. The company capitalized credit costs when exits were formed in respect of the property, credit costs were formed, and the activities required to prepare the property for its intended use or sale were carried out. The Company has stopped capitalizing credit costs when substantially all the activities required to prepare the eligible asset for its intended use or sale have been completed. During prolonged periods in which the active development of a qualifying asset was stopped, the company delayed the capitalization of credit costs. Q. Capital instrument: Any contract that classifies a residual right in a company’s assets after deducting all its liabilities is classified as an equity instrument. Costs directly related to the issuance of an equity instrument are presented in equity less the issue. Rights, options, or warrants offered in proportion to all existing owners of the same type of shares for the purchase of a fixed number of shares for a fixed amount in any currency have been classified as an equity instrument. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) R. Warrants: Equity Warrants: Receipts in respect of warrants for the purchase of shares of the company / subsidiary, which give the holder the right to purchase a fixed number of equity instrument (e.g., ordinary shares) in exchange for a fixed amount of cash, are presented classified as equity. Financial liability: Receipts in respect of warrants for the purchase of shares of the company, which give the holder the right to purchase a fixed number of ordinary shares in exchange for a variable amount, including when the exercise of the warrants is linked to any index or foreign currency, are classified as liabilities. (See also Note 16) S. Fair value measurement: Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: 1. 2. The principal or the most advantageous market must be accessible to the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The Company measures the following balances according to Fair Value: financial lability warrants. Classification of fair value hierarchy The financial instruments presented in the statement of financial position at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value. The classification of an item into the below levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognized in the period they occur: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. Level 3 — Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) T. Financial instruments: Financial assets The Company classifies its financial assets into the following category, based on the business model for managing the financial asset and its contractual cash flow characteristics. The Company’s accounting policy for the relevant category is as follows: Amortized cost: These assets arise principally from the services rendered to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognized at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortized cost using the effective interest rate method, less provision for impairment. Impairment provisions for trade receivables are recognized based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognized within general and administrative expenses in the consolidated statements of comprehensive income. On assessment that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. For this purpose, the company relied on historical data that includes debt settlement, failure rate of lost debt to each company in the group in the period of the last 5 years up to the date of measurement. The Company updates the impairment provision at the end of each reporting period, and the change in the provision as it exists is recognized as a gain or loss from an impairment loss or loss. At the end of each reporting period the Company assesses whether an asset has been impaired due to credit risk, i.e. if an event has occurred that has a detrimental effect on the future cash flows of the estimated asset. Evidence that a property is defective includes for example a significant financial difficulty of the debtor. The company deletes the value in the gross books of a financial asset, in whole or in part, when the company has no reasonable expectation of the return of the asset, for example when the debtor enters into a foreclosure or bankruptcy proceeding. Fair value: All other financial assets, including debt instruments when first recognized at fair value through profit or loss to eliminate or significantly reduce inconsistency in measurement or recognition, were first measured at fair value, and changes in fair value after initial recognition were recognized in profit or loss. Transaction costs that were directly attributed to these assets were recognized in profit or loss at the time they were incurred. Reclassification of measurement groups after initial recognition is not possible unless the company changes its business model for managing financial assets. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued) The Company’s accounting policy for its financial liabilities is as follows: Fair value: This category comprises of Convertible securities and warrants which are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive income. Amortized cost: other financial liabilities include bank borrowings, loans from bank, trade payables, loan from major shareholder, leases and financial liability from government grants are initially recognized at fair value less any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortized cost using the effective interest method, which ensures that any interest expense over the period is at a constant interest rate on the balance of the liability carried in the statement of financial position. Interest expense in this context includes initial transaction costs, as well as any interest or coupon payable while the liability is outstanding. De-recognition ● Financial assets — the Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the rights to receive the contractual cash flows. ● Financial Liabilities — the Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. Impairment of financial assets The Company assesses at the end of each reporting period whether there is any objective evidence of impairment of a financial asset as follows. Financial assets carried at amortized cost: there is objective evidence of impairment of other accounts receivable if one or more events have occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows. Evidence of impairment may include indications that the debtor is experiencing financial difficulties, including liquidity difficulty and default in interest or principal payments. Write-off policy The Company writes off its financial assets if any of the following occur: 1. 2. 3. U. Issue of a unit of financial instruments: The issue of a unit of financial instruments like a financial liability (e.g., a loan) |
SIGNIFICANT EVENTS AND TRANSACT
SIGNIFICANT EVENTS AND TRANSACTIONS IN THE PERIOD: | 6 Months Ended |
Jun. 30, 2022 | |
SIGNIFICANT EVENTS AND TRANSACTIONS IN THE PERIOD: | |
SIGNIFICANT EVENTS AND TRANSACTIONS IN THE PERIOD: | NOTE 3 — SIGNIFICANT EVENTS AND TRANSACTIONS IN THE PERIOD: a. Long Term Loan from a Financial Institution — Francisco Partners L.P On February 1, 2022, the Company signed a $55 million loan agreement with affiliates of a financial institution named Francisco Partners L.P., with a repayment period of between 2.5 to 4 years depending on the Company completing a qualified public offering within 12 months of closing. The loan bears a yearly interest of 9.5% on the outstanding balance . In the event the Company will not complete a qualified public offering during the first year, then the interest rate shall increase by 100 basis points per year beginning in year 2 up to a maximum rate of 11.5% total. The loan agreement also imposes a financial maintenance covenant, requiring that, for so long as the Company has a leverage ratio of total debt to Consolidated Adjusted EBITDA (as defined in the loan agreement) greater than or equal to 6.00 to 1.00, the Company must maintain a minimum cash balance of $10 million plus an amount sufficient to cover it and its subsidiaries’ accounts payable that are past. 60 days due, which cash is held in deposit accounts subject to a security interest in favor of the Agent for the benefit of the lenders. While the Company is private, there is an ability to Pay In Kind (“PIK”) 100% of interest in year 1, 75% of interest in year 2, and 50% of interest thereafter. If the Company completes a qualified public offering, then 100% of interest will be paid in cash thereafter. The loan is guaranteed on a senior secured basis by the Company and its subsidiaries, subject to customary exceptions. As consideration for the loan, the Company also issued to the lenders under the credit agreement 808,907 of its ordinary shares. The loan also has the following financial covenants: If the Debt / EBITDA ratio (as defined in the credit agreement) is less than 6x, then no minimum cash covenant will apply; otherwise, a minimum cash covenant of $10 million will apply. In addition, the Company must meet affirmative and negative covenants customary for a financing of this type, including but not limited to, limitations on indebtedness, restricted payments, dividends, transactions with affiliates, investments, liens, acquisitions, and asset sales. Following the receipt of the proceeds from the loan, the Company repaid all of its exising borrowings in an amount of $19.1 million, including a $5.3 million loan from a shareholder and $13.8 million of loans from financial institutions. The Company attributed $50,073 (net of transaction costs) to the loan, based on its fair value. The remaining proceeds of $1,978 (net of transaction costs) were attributed to the ordinary shares issued. The fair value of the loan was estimated using a stochastic model incorporating the fair value of the Company and its ability to merge with a SPAC or enter into additional financing transactions given the timely value of the Company under different scenarios (a level 3 fair value measurement). The inputs used in determining the fair value are: a risk-free interest rate of 1.16%, expected volatility of approximately 50%. b. Business Combination agreement — SPAC Transaction On March 8, 2022, the Company and one of its subsidiaries (SatixFy MS) which was incorporated in 2022 for that purpose, entered a Business Combination Agreement with Endurance Acquisition Corp (“EDNCU”). Under that agreement, SatixFy MS will merge with into EDNCU, with EDNCU continuing as the surviving company and becoming the Company’s direct, wholly-owned subsidiary. The Business Combination is currently expected to close in the fourth quarter of 2022, after receipt of the required approval by the Company’s shareholders and EDNCU’s shareholders and the fulfillment of certain other conditions. NOTE 3 — SIGNIFICANT EVENTS AND TRANSACTIONS IN THE PERIOD: (continued) As a result of the Business Combination, the Company expect to record an estimated gross increase in cash of between approximately $ 35 million, assuming the Maximum Redemption scenario, and $ 227 million, assuming the No Redemption scenario, and in each case including $29.1 million in proceeds from the PIPE Financing, expected to close concurrently with the Business Combination, with up to approximately $20 million in total expenses related to the Transactions. The Business Combination will be accounted for as a capital reorganization, with no goodwill or other intangible assets recorded, in accordance with IFRS 3, Business Combination. The Company has been determined to be the accounting acquirer. In connection with the Business Combination, the SatixFy Ordinary Shares will be registered under the Exchange Act and listed on the NYSE American. Concurrently with the execution of the Business Combination Agreement, The Company entered into the Equity Line of Credit with Cantor Fitzgerald Principal Investments (“CF”), pursuant to which the Company may issue and sell to CF, from time to time and subject to the conditions in the related purchase agreement, up to $75 million in the Company’s Ordinary Shares. c. Legal Proceeding The Company, SatixFy Limited, and certain shareholders and directors of the Company (the “Defendants”) were served with two lawsuits filed in the district court in Tel Aviv on March 22, 2022, by certain plaintiffs purporting to be shareholders of the Company (the “Plaintiffs”). Based on their prior stakes in Satixfy Limited, a company incorporated in Hong Kong, whose business was assigned to the Company in exchange for the issuance of equivalent holdings in the Company, except for certain shares placed in trust for the benefit of certain service providers, the Plaintiffs claim they are entitled to an aggregate of 2,000,000 ordinary shares of the Company and that the said trust mechanism does not pertain to them. The Plaintiffs ask for: (i) the amendment of the Company’s shareholders register accordingly, (ii) an order enjoining the Defendants from executing any transaction or taking any other action that could adversely and disproportionally affect the Plaintiffs’ rights as shareholders, and (iii) the Defendants to notify the relevant regulatory authorities of the Plaintiffs’ claim. The Company issued and placed in trust sufficient shares to provide for the Plaintiffs’ alleged stakes in the Company should they prevail on the merits. In May 2022, the court rejected the Plaintiff’s request for injunctive relief and ordered the appointment of a former judge, as the new trustee to exercise fiduciary authority over such shares. The Plaintiffs’ claim on the merits remains pending. The Company believes that these proceedings will not have a material impact on the Company. On January 6, 2022, prior to the two lawsuits mentioned above, one of the shareholders, whose shares were held in the aforementioned trust, has agreed to waive 75,000 ordinary shares out of 100,000 ordinary shares, in order to release his shares from trust. d. On April 8, 2022 Mr. Yoel Gat, the Company’s former CEO, Chairman and founder passed away due to fatal illness. On June 26, 2022, Mr. David Ripstein became the CEO of the Company. |
INVESTMENT IN JET TALK_
INVESTMENT IN JET TALK: | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
INVESTMENT IN JET TALK: | ||
INVESTMENT IN JET TALK: | NOTE 4 — INVESTMENT IN JET TALK: In March 2018 Satixfy UK Limited (the “UK subsidiary”) signed a joint venture agreement with ST Electronics (Satcom & Sensor Systems) Pte Ltd (“STE”) according to which STE agreed to invest $20 million in Jet Talk while the UK subsidiary had committed to provide to Jet Talk with future development services of a an electronically steerable Panel Antenna Array (“PAA”) and supporting modem, exclusive marketing rights for the commercial aviation market, technical skills, staff expertise, R&D facilities and a non-exclusive, royalty-free, world-wide, perpetual, non-transferable, irrevocable license to use and commercially exploit the Company’s intellectual property for the purposes of development, production, sales and marketing of satellite antenna systems. As part of the Company’s commitment to the future development services for Jet Talk, the Company signed two development agreements to provide an electronically steerable PAA and supporting modem for a total consideration of $13 million to be provided from 2018 through 2021. Accordingly, Jet Talk was incorporated in the UK and is 51% held by the UK subsidiary and 49% held by STE. Jet Talk developed the industry’s first Aero In Flight Connectivity (IFC) solution, delivering simultaneous high bit rate Internet and TV channels over current satellites. Although the Company holds the majority of the voting rights in Jet Talk (51%), STE in fact participates in significant financial and operational decisions of Jet Talk made during the ordinary course of business including appointing a CEO, directing R&D activities, directing marketing activities while utilizing its East Asia business connections and its control over the Company’s financing activity. In view of the analysis of the relevant activities of the investee and the examination of the Company’s ability to direct these operations, the Company concluded that it has no influence over all of the investee’s most relevant operations and hence the Company has no control over the investee. Consequently, the investment in Jet Talk should be accounted for in accordance with the equity method and assessed under IAS 28, Investments in Associates and Joint Ventures June 30, 2022 June 30, 2021 Revenues — — Net loss Company share 218 1,865 Company’s share in the loss of a company accounted by equity method, net 111 951 | NOTE 8 — INVESTMENT IN JET-TALK: In March 2018 Satixfy UK Limited (the “UK subsidiary”) signed a Joint Venture agreement with ST Electronics (Satcom & Sensor Systems) Pte Ltd (“STE”) according to which STE will invest USD 20 Million in the JV while the UK subsidiary had committed to provide to Jet Talk with future development services of a an electronically steerable Panel Antenna Array (“PAA”) and supporting modem, exclusive marketing rights for the commercial aviation market, technical skills, staff expertise, R&D facilities and non-exclusive, royalty-free, world-wide, perpetual, non-transferable, irrevocable license to use and commercially exploit the Company’s intellectual property for the purposes of development, production, sales and marketing of satellite antenna systems. As part of the Company’s commitment to the future development services to Jet Talk, the Company signed two development agreements to provide an electronically steerable Panel Antenna Array (“PAA”) and supporting modem for a total consideration of USD 13M to be provided during 2018 through 2021. Accordingly, The Joint Venture company, Jet Talk, was incorporated in UK and is 51% held by the UK subsidiary and 49% held by STE. Jet Talk developed the industry’s first Aero In Flight Connectivity (IFC) solution, delivering simultaneous high bit rate Internet and TV channels over current satellites. Although the Company holds the majority of voting rights (51%), STE in fact participates in significant financial and operational decisions of Jet Talk made during the ordinary course of business including appointing a CEO, directing R&D activities, directing marketing activities while utilizing its East Asia business connections and its control over the Company’s financing activity. In view of the analysis of the relevant activities of the investee and the examination of the Company’s ability to direct these operations, the Company concluded that it has no influence over all of the investee’s most relevant operations and hence the Company has no control over the investee. Consequently, the investment in Jet Talk should be accounted for in accordance with the equity method and assessed under IFRS 28, Investments in Associates and Joint ventures. Condensed financial information of JET-TALK: December 31, 2021 December 31, 2020 Revenues — — Net loss Company share 3,722 7,636 Company’s share in the loss of a company accounted by equity method, net 1,898 3,895 |
LOAN FROM SHAREHOLDER_2
LOAN FROM SHAREHOLDER | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
LOAN FROM SHAREHOLDER | ||
LOAN FROM SHAREHOLDER | NOTE 5 — LOAN FROM SHAREHOLDER: In March 2020, our subsidiary, SatixFy UK Limited entered into a $5 million loan agreement with an existing shareholder, Mr. Alfred H. Moses. The loan bore interest at LIBOR plus 200 basis points for the first 12 months and stepped up an additional 50 basis points every six months thereafter, until it was repaid. As part of the loan agreement, the Company granted the shareholder warrants, which, upon exercise, would enable the shareholder to receive Series C preferred shares, at an exercise price of $6.078 per share (“ Shareholder’s Warrant ”). The loan was repaid in full in February 2022 using proceeds that were received from a new loan that the Company received from Francisco Partners (see also Note 3.A). On June 24, 2022, Mr. Alfred H. Moses assigned 50% of his Shareholder’s Warrant to another shareholder, Mr. Mark Jacobsen, and immediately after, both Mr. Alfred H. Moses and Mark Jacobsen fully exercised their warrants for $ 5 million in total, resulting in 411,320 Series C preferred shares being issued to each of them, or 822,640 Series C preferred shares in total. | For the year ended December 31 2021 2020 Long term loans from financial institutions 6,943 6,314 Current maturities 6,334 2,161 |
RELATED PARTIES__2
RELATED PARTIES: | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTIES: | ||
RELATED PARTIES: | NOTE 6 — RELATED PARTIES: a. Transactions with related parties For the year ended December 31 June 30, 2022 June 30, 2021 Revenues from Jet Talk — 1,336 Revenues from iDirect 212 1,642 b. Outstanding balances with related parties For the year ended December 31 June 30, 2022 June 30, 2021 Assets Jet Talk- Accounts receivable 93 174 Total Assets 93 174 Liabilities Raysat Israel Ltd. 100 278 Ilan Gat Engineers Ltd 64 551 Other 10 — Liability to shareholder — 236 Total Liabilities 174 1,065 c. On February 14, 2022 the Company’s board approved the amendment of the service agreement with Mr. Yoav Leibovitch, the Company’s Chairman and CFO, which amendment shall provide that Mr. Leibovitch shall be entitled to: (1) an increase in his monthly compensation for services provided under the service agreement such that the monthly compensation shall be $85,000 per month, effective as of January 1, 2022; (2) an increase in his yearly bonus such that the yearly bonus shall be 1% of the incremental year over year growth of the shareholders equity in the consolidated financial statements of the Company; and (3) an increase in his annual bonus such that the annual bonus shall be 1% of the incremental year over year of the growth in revenues in the consolidated financial statements of the Company. d. See also Note 8.A. | NOTE 15 — RELATED PARTIES: The Company’s policy is to enter into transactions with related parties on terms that are on the whole no less favorable to it than those that would be available from unaffiliated parties at arm’s length. Based on its experience in the business sectors in which it operates and the terms of the transactions with unaffiliated third parties, The Company believes that all of the transactions described below met this policy standard at the time they occurred. On May 4, 2017, the Company’s Board of Directors approved the execution of a management and consulting services agreements with Ilan Gat Engineers Ltd. (hereinafter: “Ilan Gat”), an entity controlled by Mr. Yoel Gat, the Former CEO and a significant shareholder in the Company. According to this agreements, as of 2018, the management fees will be paid to Ilan Gat, which consists of a monthly management fees of USD 50 and reimbursement of other monthly expenses for the services of Yoel Gat and Simona Gat, the President and COO of the Company. In November 2019 the Company’s board of directors approved a retroactive update of the monthly management fee starting in January 2019 to the amount of USD 100 and reimbursement of other monthly expenses. In January 2021 the Company’s board of directors approved an update of the monthly management fee starting in January 2021 to the amount of USD 110 and reimbursement of other monthly expenses. On December 24 th , 2020 and on January 4 th , 2021 the board and the shareholders, respectively approved the grant of 1.3 million options to Yoel Gat and 1.3 million options to Ms. Simona Gat to purchase ordinary shares of the Company according to the 2020 Share Award Plan. NOTE 15 — RELATED PARTIES: (continued) On May 4, 2017, the board of directors of the Company approved the execution of a management and consulting services agreement, Raysat Israel Ltd., an entity controlled by Mr. Yoav Leibovitch, Chairman, Interim CEO and CFO, pursuant to which Mr. Leibovitch’s management fees consisting of: (i) management fees of USD 25 on a monthly basis, and reimbursements of other monthly expenses In November 2019 the company board approved the monthly management fee update retroactively from January 2019 to the amount of USD 50 and reimbursement of other monthly expenses. In January 2021 the Company’s board of directors approved an update of the monthly management fee starting in January 2021 to the amount of USD 55 and reimbursement of other monthly expenses. On December 24 th , 2020 the board approved the grant of 1.3 million options to Mr. Yoav Leibovitch to purchase ordinary shares of the Company according to the 2020 Share Award Plan. On February 6, 2018 and on February 14, 2020 the Company signed on three development agreements with Jet Talk to provide an electronically steerable Panel Antenna Array (“PAA”) and supporting modem for a total consideration of USD 32,000 to be provided during 2018 through 2023. (See also Note 8). On May 2018 the Company signed a subscription agreement with one of its shareholders for investment of USD 5,000 of which, initial payment of USD 750 was transferred on May 2018. The investment hasn’t been completed and on December 2020 the Company issued 123 Ordinary shares in consideration of the initial payment. Transactions with related parties For the year ended December 31 2021 2020 Revenues from Jet Talk 3,116 7,279 Revenues from iDirect 2,074 — For the year ended December 31, 2021: Scope of Holding Salary and Expected Share- Name Position Position Rate related expenses Bonus Based Payments Ilan Gat (Yoel Gat) Former CEO Full Time 22.5 % 660 76 39 Ilan Gat (Simona Gat) President and COO Full Time 0 % 660 76 39 Raysat (Yoav Leibovitch) CFO Full Time 12.2 % 660 76 39 For the year ended December 31, 2020: Scope of Holding Salary and Expected Share- Name Position Position Rate related expenses Bonus Based Payments Ilan Gat (Yoel Gat) Former CEO Full Time 22.5 % 600 — — Ilan Gat (Simona Gat) President and COO Full Time 0 % 600 — 0.7 Raysat (Yoav Leibovitch) CFO Full Time 12.2 % 600 — 0.7 NOTE 15 — RELATED PARTIES: (continued) Outstanding balances with related parties For the year ended December 31 2021 2020 Assets Jet Talk — 446 Total Assets — 446 Labilities Raysat Israel Ltd. 605 60 Ilan Gat Engineers Ltd 1,210 117 Liability to shareholder 334 150 Total Liabilities 2,149 327 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2022 | |
FAIR VALUE MEASUREMENT: | |
FAIR VALUE MEASUREMENT: | NOTE 7 — FAIR VALUE MEASUREMENT: June 30, December 31, Level 2022 2021 Financial Liabilities: Warrants Liabilities 3 1,290 1,392 Classification of financial instruments by fair value hierarchy: The financial instruments measured in the balance sheet at fair value are classified, according to groups with similar characteristics, into a fair value ranking as follows, determined in accordance with the data source used to determine the fair value: Level 1: Quoted prices (without adjustments) in an active market of identical assets and liabilities. Level 2: Non-quoted prices data included in Level 1 which can be viewed directly or indirectly. NOTE 7 — FAIR VALUE MEASUREMENT: (continued) Level 3: Data that are not based on viewable market information (assessment techniques without the use of viewable market data). The warrants granted to the bank and to Liquidity Capital II L.P. are derivative financial liablities and accordingly measured at each balance date at fair value through profit or loss. For the purpose of measuring the fair value of the warrants, a model based on Black Scholes and Merton was used. The inputs used in determining the fair value are: a risk-free interest rate of 2.8%, an expected exercise period of between 0.25 and 6.5 years and an expected volatility of approximately 50%. Warrants Balance at January 1, 2021 1,118 Issuance of warrants 74 Changes in fair value recognized in finance expenses 200 Balance at December 31, 2021 1,392 Issuance of warrants — Changes in fair value recognized in finance expenses (102) Balance at June 30, 2022 1,290 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENT: | ||
SUBSEQUENT EVENT: | NOTE 8 — SUBSEQUENT EVENT: On September 13, 2022, the Company’s board approved the amendment of the service agreement with Mr. Yoav Leibovitch, the Company’s Chairman and CFO, which amendment shall provide that Mr. Leibovitch shall be entitled, upon and subject to the closing of the SPAC transaction as mentioned in Note 3.B, to: (1) a $2 million success bonus; (2) an increase in his monthly compensation for services provided under the service agreement such that the monthly compensation shall be $100,000 per month, effective as of October 1, 2022; (3) an increase in his yearly bonus such that the yearly bonus shall be 2% of the incremental year over year growth of the shareholders equity in the consolidated financial statements of the Company; and (4) an increase in his annual bonus such that the annual bonus shall be 2% of the incremental year over year of the growth in revenues in the consolidated financial statements of the Company. The amendment of Mr. Leibovitch’s service agreement was also approved by the shareholders on September 29, 2022. | NOTE 27 — SUBSEQUENT EVENT: a. Long Term Loan from a Financial Institution — Francisco Partners L.P On February 1, 2022, the Company signed a USD 55 million loan agreement with affiliates of a financial institution named Francisco Partners L.P., with a repayment period of between 2.5 to 4 years depending on the Company completing a qualified public offering within 12 months of closing. The loan bears a yearly interest of 9.5% on the outstanding balance. In the event the Company will not complete a qualified public offering during the first year, then the interest rate shall increase by 100 basis points per year beginning in year 2 up to a maximum rate of 11.5% total. While the Company is private, there is an ability to Pay in Kind (“PIK”) 100% of interest in year 1, 75% of interest in year 2, and 50% of interest thereafter. If the Company completes a qualified public offering, then 100% of interest will be paid in cash thereafter. The loan is guaranteed on a senior secured basis by the Company and its subsidiaries, subject to customary exceptions. As consideration for the loan, the Company also granted to the lenders under the credit agreement 808,907 of its ordinary shares. The loan also has the following Financial Covenants: If the Debt / EBITDA ratio (as defined in the credit agreement) is less than 6x, then no minimum cash covenant will apply; otherwise, a minimum cash covenant of $10 million will apply. In addition, the Company has to meet affirmative and negative covenants customary for a financing of this type, including but not limited to, limitations on indebtedness, restricted payments, dividends, transactions with affiliates, investments, liens, acquisitions, and asset sales. b. Business Combination agreement — SPAC Transaction On March 8, 2022, The Company and one of its subsidiaries (SatixFy MS) which was incorporated during 2022 for that purpose, entered a Business Combination Agreement with Endurance Acquisition Corp (EDNCU). Under that agreement, the subsidiary, SatixFy MS, will merge with into EDNCU, with EDNCU continuing as the surviving company and becoming the Company’s direct, wholly owned subsidiary. The Business Combination is currently expected to close in the third or fourth quarter of 2022, after receipt of the required approval by the Company’s shareholders and EDNCU’s shareholders and the fulfillment of certain other conditions. NOTE 27 — SUBSEQUENT EVENT: (continued) As a result of the Business Combination, the Company expect to record an estimated gross increase in cash of between approximately $42.5 million, assuming the Maximum Redemption scenario, and $230.1 million, assuming the No Redemption scenario, and in each case including $29.1 million in proceeds from the PIPE Financing, expected to close concurrently with the Business Combination, with up to approximately $30 million in total expenses related to the Transactions. The Business Combination will be accounted for as a capital reorganization, with no goodwill or other intangible assets recorded, in accordance with IFRS. The Company has been determined to be the accounting acquirer. In connection with the Business Combination, the SatixFy Ordinary Shares will be registered under the Exchange Act and listed on Nasdaq. Concurrently with the execution of the Business Combination Agreement, The Company entered into the Equity Line of Credit with Cantor Fitzgerald Principal Investments (“CF”), pursuant to which the Company may issue and sell to CF, from time to time and subject to the conditions in the related purchase agreement, up to $75 million in the Company’s Ordinary Shares. c. Legal Proceeding The Company, SatixFy Limited, and certain shareholders and directors of the Company (the “Defendants”) were served with two lawsuits filed in the district court in Tel Aviv on March 22, 2022, by certain plaintiffs purporting to be stockholders of the Company (the “Plaintiffs”). Based on their prior stakes in Satixfy Limited, a company incorporated in Hong Kong, whose business was assigned to the Company in exchange for the issuance of equivalent holdings in the Company, except for certain shares placed in trust for the benefit of certain service providers, the Plaintiffs claim they are entitled to an aggregate of 2,000,000 Ordinary Shares of the Company and that the said trust mechanism does not pertain to them. The Plaintiffs ask for: the amendment of the Company’s shareholders register accordingly, (ii) an order enjoining the defendants from executing any transaction or taking any other action that could adversely and disproportionally affect the Plaintiffs’ rights as shareholders, and (iii) the Defendants to notify the relevant regulatory authorities of the plaintiffs’ claim. The Company issued and placed in trust sufficient shares to provide for the Plaintiffs’ alleged stakes in the Company should they prevail on the merits. In May 2022, the court rejected plaintiff’s request for injunctive relief and ordered the appointment of a former judge, as the new trustee to exercise fiduciary authority over such shares. The plaintiffs’ claim on the merits remains pending. The Company believes that these proceedings will not have a material impact on the Company. d. On April 8, 2022 Mr. Yoel Gat, the Company’s former CEO, Chairman and founder passed away due to fatal illness. Mr. Yoav Leibovitch, the Company’s CFO, was nominated by the board as an interim CEO and Chairman of the board. |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES. | ||
Basis of preparation | Basis of preparation A. Statement of compliance These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2021 annual consolidated financial statements. The Company has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2021 annual consolidated financial statements. B. Accounting policy for new transactions or events Issuance of a bundle of financial instruments The consideration received from the issuance of a bundle of financial instruments is attributed initially to financial liabilities that are measured each period at fair value through profit or loss, and then to financial liabilities that are measured only upon initial recognition at fair value. The remaining amount is the value of the equity component. Direct issuance costs are attributed to the specific financial instruments in respect of which they were incurred, whereas joint issuance costs are attributed to the securities on a proportionate basis according to the allocation of the consideration from the issuance of the bundle, as described above. | A. Basis of preparation: |
GENERAL (Tables)_2
GENERAL (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
GENERAL | ||
Schedule of subsidiaries | Holding percentage June 30, December 31, Name 2022 2021 Held By Country of incorporation Satixfy Israel Ltd. 100 % 100 % Satixfy Communications Israel Satixfy UK 100 % 100 % Satixfy Communications UK Satixfy Satellite Systems UK 100 % 100 % Satixfy Communications UK Satixfy Bulgaria 100 % 100 % Satixfy UK Bulgaria Satixfy US LLC 100 % 100 % Satixfy Communications USA Satixfy MS 100 % — Satixfy Communications Cayman | Holding percentage Name 2021 2020 Held By Country of incorporation Satixfy Israel Ltd. 100 % 100 % Satixfy Communications Israel Satixfy UK 100 % 100 % Satixfy Communications UK Satixfy Satellite Systems UK 100 % 100 % Satixfy Communications UK Satixfy Bulgaria 100 % 100 % Satixfy UK Bulgaria Satixfy US LLC 100 % 100 % Satixfy Communications USA Holding percentage Name 2021 2020 Held By Country of incorporation Jet talk 51 % 51 % Satixfy UK UK |
Schedule of shares holding percentage | Holding percentage Name 30.06.2022 2021 Held By Country of incorporation Jet Talk 51 % 51 % Satixfy UK UK |
INVESTMENT IN JET TALK_ (Tables
INVESTMENT IN JET TALK: (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
INVESTMENT IN JET TALK: | ||
Summary of investments in jet talk | June 30, 2022 June 30, 2021 Revenues — — Net loss Company share 218 1,865 Company’s share in the loss of a company accounted by equity method, net 111 951 | December 31, 2021 December 31, 2020 Revenues — — Net loss Company share 3,722 7,636 Company’s share in the loss of a company accounted by equity method, net 1,898 3,895 |
RELATED PARTIES_ (Tables)_2
RELATED PARTIES: (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTIES: | ||
Schedule of transactions with related parties | For the year ended December 31 June 30, 2022 June 30, 2021 Revenues from Jet Talk — 1,336 Revenues from iDirect 212 1,642 | For the year ended December 31 2021 2020 Revenues from Jet Talk 3,116 7,279 Revenues from iDirect 2,074 — |
Schedule of outstanding balances with related parties | For the year ended December 31 June 30, 2022 June 30, 2021 Assets Jet Talk- Accounts receivable 93 174 Total Assets 93 174 Liabilities Raysat Israel Ltd. 100 278 Ilan Gat Engineers Ltd 64 551 Other 10 — Liability to shareholder — 236 Total Liabilities 174 1,065 | For the year ended December 31 2021 2020 Assets Jet Talk — 446 Total Assets — 446 Labilities Raysat Israel Ltd. 605 60 Ilan Gat Engineers Ltd 1,210 117 Liability to shareholder 334 150 Total Liabilities 2,149 327 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENT: | ||
Schedule of financial liabilities | June 30, December 31, Level 2022 2021 Financial Liabilities: Warrants Liabilities 3 1,290 1,392 | Level 31.12.2021 31.12.2020 Financial Liabilities: Warrants Liabilities 3 1,392 1,118 |
Schedule of reconciliation of changes in fair value measurement of warrants | Warrants Balance at January 1, 2021 1,118 Issuance of warrants 74 Changes in fair value recognized in finance expenses 200 Balance at December 31, 2021 1,392 Issuance of warrants — Changes in fair value recognized in finance expenses (102) Balance at June 30, 2022 1,290 |
GENERAL - Subsidiaries (Detai_2
GENERAL - Subsidiaries (Details) - subsidiary | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiaries | |||
Number of wholly-owned subsidiaries by which Company is primarily operated | 4 | 4 | |
Satixfy Israel Ltd. | |||
Subsidiaries | |||
Holding percentage | 100% | 100% | 100% |
Satixfy UK | |||
Subsidiaries | |||
Holding percentage | 100% | 100% | 100% |
Satixfy Satellite Systems UK | |||
Subsidiaries | |||
Holding percentage | 100% | 100% | 100% |
Satixfy Bulgaria | |||
Subsidiaries | |||
Holding percentage | 100% | 100% | 100% |
Satixfy US LLC | |||
Subsidiaries | |||
Holding percentage | 100% | 100% | 100% |
Satixfy MS | |||
Subsidiaries | |||
Holding percentage | 100% |
GENERAL - Joint venture agree_2
GENERAL - Joint venture agreement (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Jet Talk | ||||
Joint venture agreement | ||||
Holding percentage | 51% | 51% | 51% | 51% |
GENERAL - Additional informat_2
GENERAL - Additional information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | 30 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Feb. 03, 2022 | |
General | ||||||
Loss from operations | $ (12,494) | $ (4,668) | $ (10,554) | $ (12,765) | $ (102,891) | |
Net loss | (19,072) | $ (6,597) | (17,050) | (17,563) | ||
Working capital | 3,911 | 26,693 | 3,911 | |||
Accumulated deficit | $ (102,891) | $ (83,819) | $ (66,769) | $ (102,891) | ||
Long Term Loan | ||||||
General | ||||||
Loan amount received | $ 55,000 |
SIGNIFICANT EVENTS AND TRANSA_2
SIGNIFICANT EVENTS AND TRANSACTIONS IN THE PERIOD: - Long Term Loan (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 01, 2022 USD ($) | Sep. 30, 2022 shares | Jun. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) | Feb. 03, 2022 USD ($) | |
Long Term Loan | |||||
Repayment of debt to financial institutions | $ 13,800,000 | ||||
Shares issued to Financial Institutions | $ 1,978,000 | $ 750,000 | |||
Risk Free Interest Rate | |||||
Long Term Loan | |||||
Debt instrument measurement input | 0.0116 | ||||
Expected volatility rate | |||||
Long Term Loan | |||||
Debt instrument measurement input | 0.50 | ||||
Long Term Loan | |||||
Long Term Loan | |||||
Loan amount received | $ 55,000,000 | ||||
Long Term Loan | Francisco Partners L.P | |||||
Long Term Loan | |||||
Loan amount received | $ 55,000,000 | $ 19,100,000 | |||
Qualified public offering | 12 months | ||||
Interest rate (as a percent) | The loan bears a yearly interest of 9.5% on the outstanding balance | ||||
Basis points of increase in interest rate | 100 | ||||
Interest rate adjustment (as a percent) | 11.50% | ||||
Minimum cash balance required to be maintained | $ 10,000,000 | ||||
Pay in kind interest payable company completes QPO (as a percent) | 100% | ||||
Shares issued | shares | 808,907 | ||||
Ratio of debt to EBIDTA | 6% | ||||
Minimum cash covenant | $ 10,000,000 | ||||
Repayment of debt to shareholder | $ 5,300,000 | ||||
Long Term Loan | Francisco Partners L.P | Minimum | |||||
Long Term Loan | |||||
Term of repayment of debt | 2 years 6 months | ||||
Leverage ratio | 1% | ||||
Long Term Loan | Francisco Partners L.P | Maximum | |||||
Long Term Loan | |||||
Term of repayment of debt | 4 years | ||||
Leverage ratio | 6% | ||||
Long Term Loan | Francisco Partners L.P | Level 3 | |||||
Long Term Loan | |||||
Fair value of loan | $ 50,073 | ||||
Shares issued to Financial Institutions | $ 1,978 | ||||
Long Term Loan | Francisco Partners L.P | Year one | |||||
Long Term Loan | |||||
Pay in kind interest payable (as a percent) | 100% | ||||
Long Term Loan | Francisco Partners L.P | Year Two | |||||
Long Term Loan | |||||
Pay in kind interest payable (as a percent) | 75% | ||||
Long Term Loan | Francisco Partners L.P | After year two | |||||
Long Term Loan | |||||
Pay in kind interest payable (as a percent) | 50% |
SIGNIFICANT EVENTS AND TRANSA_3
SIGNIFICANT EVENTS AND TRANSACTIONS IN THE PERIOD: - Business Combination Agreement (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination agreement | ||||
Issuance of shares | $ 5,033,000 | $ 22,000 | $ 64,000 | $ 14,000 |
Shares issued to Financial Institutions | 1,978,000 | $ 750,000 | ||
Endurance Acquisition Corp | ||||
Business Combination agreement | ||||
Estimated gross increase in cash | 29,100,000 | |||
Expenses related to the transactions | 20,000,000 | |||
Goodwill | 0 | |||
Intangible assets | 0 | |||
Endurance Acquisition Corp | Cantor Fitzgerald Principal Investments | Maximum | ||||
Business Combination agreement | ||||
Shares issued to Financial Institutions | 75,000,000 | |||
Endurance Acquisition Corp | Maximum Redemption scenario | ||||
Business Combination agreement | ||||
Estimated gross increase in cash | 35,000,000 | |||
Endurance Acquisition Corp | No Redemption scenario | ||||
Business Combination agreement | ||||
Issuance of shares | $ 227,000,000 |
SIGNIFICANT EVENTS AND TRANSA_4
SIGNIFICANT EVENTS AND TRANSACTIONS IN THE PERIOD: - Legal Proceeding (Detail) | 6 Months Ended |
Jun. 30, 2022 lawsuit shares | |
Loss Contingency [Line Items] | |
Number of lawsuits filed | lawsuit | 2 |
Pending Litigation | |
Loss Contingency [Line Items] | |
Number of lawsuits filed | lawsuit | 2 |
Number of shares claimed by plaintiffs | 2,000,000 |
Number of ordinary shares waived | 75,000 |
Number of ordinary shares held in trust | 100,000 |
INVESTMENT IN JET TALK_ (Detail
INVESTMENT IN JET TALK: (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 USD ($) | Mar. 31, 2018 USD ($) agreement | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Disclosure of joint ventures [line items] | |||||
Investment made | $ 2,026 | $ 2,137 | $ 4,036 | ||
Jet Talk | |||||
Disclosure of joint ventures [line items] | |||||
Investment made | $ 13,000 | $ 13,000 | |||
Ownership interest held | 51% | 51% | 51% | 51% | |
Jet Talk | STE | |||||
Disclosure of joint ventures [line items] | |||||
Investment made | $ 20,000 | $ 20,000 | |||
Ownership interest held | 49% | ||||
Jet Talk | Satixfy UK Limited | |||||
Disclosure of joint ventures [line items] | |||||
Investment made | $ 13,000 | ||||
Number of development agreements signed | agreement | 2 | ||||
Ownership interest held | 49% | 51% | 51% | ||
Jet Talk | Satixfy UK Limited | STE | |||||
Disclosure of joint ventures [line items] | |||||
Investment made | $ 20,000 | $ 20,000 | |||
Number of development agreements signed | agreement | 2 |
INVESTMENT IN JET TALK_ - Conde
INVESTMENT IN JET TALK: - Condensed information of Jet talk (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure of joint ventures [line items] | ||||
Revenues | $ 3,311 | $ 10,907 | $ 21,720 | $ 10,632 |
Net loss | (19,072) | (6,597) | (17,050) | (17,563) |
Company's share in the loss of a company accounted by equity method, net | (111) | (951) | (1,898) | (3,895) |
Jet Talk | ||||
Disclosure of joint ventures [line items] | ||||
Net loss | 218 | 1,865 | 3,722 | 7,636 |
Company's share in the loss of a company accounted by equity method, net | $ 111 | $ 951 | $ 1,898 | $ 3,895 |
LOAN FROM SHAREHOLDER - Additio
LOAN FROM SHAREHOLDER - Additional Information (Details) - USD ($) | 1 Months Ended | |
Jun. 24, 2022 | Mar. 31, 2020 | |
Long Term Loan | ||
Exercise price | $ 6.078 | |
Warrant exercise price | $ 5 | |
Number of shares issued | 411,320 | |
Total number of shares issued | 822,640 | |
LIBOR Plus [Member] | First 12 Months [Member] | ||
Long Term Loan | ||
Interest rate (as a percent) | LIBOR plus 200 basis points | |
LIBOR Plus [Member] | Every Six Months [Member] | ||
Long Term Loan | ||
Interest rate adjustment (as a percent) | 50% | |
Mr. Alfred H. Moses [Member] | ||
Long Term Loan | ||
Loan amount | $ 5,000,000 | |
Percentage of warrant assigned to another shareholder | 50% |
RELATED PARTIES_ - Transactio_2
RELATED PARTIES: - Transactions with related parties (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Jet Talk | ||||
Disclosure of transactions between related parties [line items] | ||||
Revenues | $ 1,336 | $ 3,116 | $ 7,279 | |
iDirect | ||||
Disclosure of transactions between related parties [line items] | ||||
Revenues | $ 212 | $ 1,642 | $ 2,074 |
RELATED PARTIES_ - Outstandin_2
RELATED PARTIES: - Outstanding balances with related parties (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||||
Total Assets | $ 93 | $ 174 | $ 446 | |
Liabilities | ||||
Total Liabilities | 174 | $ 2,149 | 1,065 | 327 |
Jet Talk | ||||
ASSETS | ||||
Total Assets | 93 | 174 | 446 | |
Raysat Israel Ltd. | ||||
Liabilities | ||||
Total Liabilities | 100 | 605 | 278 | 60 |
Ilan Gat Engineers Ltd | ||||
Liabilities | ||||
Total Liabilities | 64 | 1,210 | 551 | 117 |
Other | ||||
Liabilities | ||||
Total Liabilities | $ 10 | |||
Shareholder | ||||
Liabilities | ||||
Total Liabilities | $ 334 | $ 236 | $ 150 |
RELATED PARTIES_ - Additional_2
RELATED PARTIES: - Additional information (Details) - Mr. Leibovitch $ in Thousands | Feb. 14, 2022 USD ($) |
Disclosure of transactions between related parties [line items] | |
Amount of monthly compensation | $ 85,000 |
Percentage of increment in yearly bonus | 1% |
Percentage of increment in annual bonus | 1% |
FAIR VALUE MEASUREMENT - Financ
FAIR VALUE MEASUREMENT - Financial Liabilites (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 3 of fair value hierarchy [member] | Warrant Liabilities | |||
FAIR VALUE MEASUREMENT: | |||
Financial Liabilities: | $ 1,290 | $ 1,392 | $ 1,118 |
FAIR VALUE MEASUREMENT - Inputs
FAIR VALUE MEASUREMENT - Inputs used (Details) - Warrant Liabilities - Level 3 of fair value hierarchy [member] | Jun. 30, 2022 Y |
Interest rate, measurement input [member] | |
Inputs used | |
Input | 0.028 |
Expected exercise period | Bottom of range [member] | |
Inputs used | |
Input | 0.25 |
Expected exercise period | Top of range [member] | |
Inputs used | |
Input | 6.5 |
Expected volatility | |
Inputs used | |
Input | 0.50 |
FAIR VALUE MEASUREMENT_ - Recon
FAIR VALUE MEASUREMENT: - Reconciliation (Details) - Level 3 - Warrant Liabilities - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Reconciliation of changes in fair value measurement, liabilities [abstract] | ||
Balance at beginning | $ 1,392 | $ 1,118 |
Issuance of warrants | 74 | |
Changes in fair value recognized in finance expenses | (102) | 200 |
Balance at ending | $ 1,290 | $ 1,392 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Mr. Leibovitch - USD ($) $ in Thousands | Sep. 13, 2022 | Feb. 14, 2022 |
SUBSEQUENT EVENT: | ||
Amount of monthly compensation | $ 85,000 | |
Percentage of increment in yearly bonus | 1% | |
Percentage of increment in annual bonus | 1% | |
Service agreement with related parties | ||
SUBSEQUENT EVENT: | ||
Amount of success bonus | $ 2,000 | |
Amount of monthly compensation | $ 100,000 | |
Percentage of increment in yearly bonus | 2% | |
Percentage of increment in annual bonus | 2% |