Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Entity Addresses [Line Items] | |
Entity Registrant Name | SATIXFY COMMUNICATIONS LTD. |
Entity Central Index Key | 0001915403 |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | POST-EFFECTIVE AMENDMENT NO. 1 |
Entity Primary SIC Number | 3663 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 12 Hamada St. |
Entity Address, City or Town | Rehovot |
Entity Address, Postal Zip Code | 670315 |
City Area Code | 972 |
Local Phone Number | 8-939-3200 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Contact Personnel Name | Cogency Global Inc. |
Entity Address, Address Line One | 122 East 42nd Street |
Entity Address, City or Town | New York |
Entity Address, Postal Zip Code | 10168 |
City Area Code | 800 |
Local Phone Number | 221-0102 |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 11,934 | $ 3,854 |
Trade accounts receivable | 1,295 | 806 |
Contract Assets | 5,035 | 6,015 |
Prepaid expenses and other | 3,648 | 563 |
Government departments and agencies receivables | 6,156 | 2,856 |
Related parties | 157 | 0 |
Derivatives FPA | 12,775 | 0 |
Inventory | 831 | 685 |
Total current assets | 41,831 | 14,779 |
NON-CURRENT ASSETS: | ||
Right-of-use assets, net | 2,794 | 3,147 |
Property, plant and equipment, net | 1,643 | 972 |
Investment in Jet Talk | 1,777 | 2,137 |
Long term Deposits | 203 | 271 |
Derivatives FPA | 28,077 | 0 |
Total non-current assets | 34,494 | 6,527 |
TOTAL ASSETS | 76,325 | 21,306 |
CURRENT LIABILITIES: | ||
Trade payables | 1,459 | 8,522 |
Short term loans from financial institutions | 0 | 6,334 |
Contract Liabilities | 622 | 474 |
ESA advance payments | 5,800 | 15,270 |
Prepayment from Customer | 12,176 | 1,504 |
Lease liabilities | 1,021 | 989 |
Other accounts payable and accrued expenses | 7,843 | 6,230 |
Related Parties | 408 | 2,149 |
Total current liabilities | 29,329 | 41,472 |
NON-CURRENT LIABILITIES: | ||
Long term loans from financial institutions | 54,926 | 6,943 |
Lease liabilities | 2,280 | 2,984 |
Loan from shareholder, net | 0 | 4,533 |
Derivatives Instruments Liabilities | 20,305 | 1,392 |
Liability for royalties payable | 1,107 | 1,368 |
Total non-current liabilities | 78,618 | 17,220 |
SHAREHOLDERS' DEFICIT: | ||
Share Capital | 0 | 4 |
Share Premium | 446,488 | 46,203 |
Capital reserves | 3,498 | 226 |
Accumulated deficit | (481,608) | (83,819) |
Total shareholders' deficit | (31,622) | (37,386) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 76,325 | $ 21,306 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Revenues: | |||||
Development services and preproduction | $ 10,081 | $ 19,237 | $ 10,319 | ||
Sale of products | 545 | 2,483 | 313 | ||
Total revenues | 10,626 | 21,720 | 10,632 | ||
Cost of sales and services: | |||||
Development services and preproduction | 4,166 | 7,326 | 2,966 | ||
Sale of products | 332 | 1,517 | 94 | ||
Total cost of sales and services | 4,498 | 8,843 | 3,060 | ||
Gross profit | 6,128 | 12,877 | 7,572 | ||
Research and development expenses, Net | 16,842 | 17,944 | 16,637 | ||
Selling and marketing expenses | 2,335 | 1,752 | 1,088 | ||
General and administrative expenses | 9,249 | 3,735 | 2,612 | ||
Loss from operations | (22,298) | (10,554) | (12,765) | ||
Finance Income | 17 | 0 | 1,260 | ||
Finance Expenses | (9,919) | (4,399) | (1,862) | ||
Derivatives revaluation | (37,377) | (199) | (301) | ||
Other income | 5,474 | 0 | 0 | ||
Listing Expenses | (333,326) | 0 | 0 | ||
Company's share in the loss of a company accounted by equity method, net | (360) | (1,898) | (3,895) | ||
Loss before income taxes | (397,789) | (17,050) | (17,563) | ||
Income taxes | 0 | 0 | 0 | ||
Loss for the period | (397,789) | (17,050) | (17,563) | ||
Other comprehensive income (loss) net of tax: | |||||
Exchange gain (loss) arising on translation of foreign operations | 3,272 | 1,131 | (790) | ||
Total comprehensive income | $ (394,517) | $ (15,919) | $ (18,353) | ||
Basic loss per share (in dollars) | $ (13.25) | $ (0.91) | [1] | $ (0.95) | [1] |
Diluted loss per share (in dollars) | $ (13.25) | $ (0.91) | [1] | $ (0.95) | [1] |
Basic weighted average common shares outstanding | 30,030,805 | 18,732,473 | [1] | 18,365,191 | [1] |
Diluted weighted average common shares outstanding | 30,030,805 | 18,732,473 | [1] | 18,365,191 | [1] |
[1]Restated as a result of the SPAC transaction |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Ordinary shares | Preferred Shares A | Preferred Shares B | Preferred Shares C | Share capital | Share premium | Accumulated deficit | Capital reserves | 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 | [1] | 18,003,769 | 7,638,647 | 4,999,651 | 895,710 | ||||||
Exercise of options | 0 | 14 | 0 | 0 | 14 | ||||||
Exercise of options (in shares) | [2] | 589,535 | |||||||||
Share based payments | 0 | 76 | 0 | 0 | 76 | ||||||
Comprehensive loss for the year | 0 | 0 | (17,563) | (790) | (18,353) | ||||||
Issuance shares | 0 | 750 | 0 | 0 | 750 | ||||||
Issuance shares (in shares) | [1] | 128,706 | |||||||||
Issuance of warrants | 0 | ||||||||||
Issuance of Warrant | 999 | 0 | 0 | 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 | [1] | 18,722,010 | 7,638,647 | 4,999,651 | 895,710 | ||||||
Exercise of options | [3] | 64 | 0 | 0 | 64 | ||||||
Exercise of options (in shares) | [1] | 61,158 | |||||||||
Share based payments | [4] | 149 | 0 | 0 | 149 | ||||||
Comprehensive loss for the year | 0 | 0 | (17,050) | 1,131 | (15,919) | ||||||
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 | [1] | 18,783,168 | 7,638,647 | 4,999,651 | 895,710 | ||||||
Exercise of options | 0 | 101 | 0 | 0 | 100 | ||||||
Exercise of options (in shares) | 236,446 | ||||||||||
Shares issued to Financial Institutions (Shares) | 846,432 | ||||||||||
Shares issued to Financial Institutions | 0 | 1,978 | 0 | 0 | 1,978 | ||||||
Warrant exercised | 0 | 5,399 | 0 | 0 | 5,399 | ||||||
Warrant exercised ( Shares) | 57,660 | 860,802 | |||||||||
Share based payments | 0 | 570 | 0 | 0 | 570 | ||||||
Issuance of shares following SPAC transaction | (4) | 339,858 | 0 | 0 | 339,854 | ||||||
Issuance of shares following SPAC transaction ( Shares ) | 56,647,836 | (7,638,647) | (5,057,311) | (1,756,512) | |||||||
SPAC Exercise of warrants ( Shares) | 2,553,692 | ||||||||||
SPAC Exercise of warrants | 0 | 2,381 | 0 | 0 | 2,381 | ||||||
Increase Decrease Through Issuing Shares As Part Of Fpa | 0 | 49,998 | 0 | 0 | 49,998 | ||||||
Increase Decrease In Shares Through Issuing Shares As Part Of Fpa | 1,605,100 | ||||||||||
Comprehensive loss for the year | 0 | 0 | (397,789) | 3,272 | (394,517) | ||||||
Balance at the end at Dec. 31, 2022 | $ 0 | $ 446,488 | $ (481,608) | $ 3,498 | $ (31,622) | ||||||
Balance at the end (in shares) at Dec. 31, 2022 | 80,672,674 | 0 | 0 | 0 | |||||||
[1]Opening balance were reclassified after stock split following SPAC transaction. See Note 1[2]Opening balance were reclassified after stock split following SPAC transaction. See Note 1[3]Represents an amount less than one thousand.[4]Represents an amount less than one thousand. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Loss for the year | $ (397,789) | $ (17,050) | $ (17,563) |
Adjustments to reconcile net profit to net cash provided by operating activities: | |||
Depreciation and amortization | 1,162 | 1,421 | 1,328 |
Company's share in the loss of a company accounted by equity method, net | 360 | 1,898 | 3,895 |
Finance expenses on loans | 5,211 | 917 | 675 |
Change in the fair value of derivatives | 37,374 | 200 | 9 |
Stock-based compensation | 570 | 149 | 76 |
Adjustment to Loss due to SPAC transaction | 332,272 | 0 | 0 |
Decrease (Increase) in trade accounts receivable | (587) | (305) | 1,056 |
Decrease (Increase) in contract assets | 537 | (4,119) | 1,001 |
Increase in inventory | (146) | (10) | (63) |
Increase (Decrease) in other current assets | (7,007) | 3,256 | (1,198) |
Increase in trade payables | (6,236) | 1,461 | 1,038 |
Increase in ESA prepayments | (7,609) | 1,882 | 7,295 |
Decrease in deferred revenues | 0 | (612) | (5,031) |
Increase in other accounts payable and accrued expenses | (1,571) | 3,282 | 2,563 |
Increase in prepayments from customers | 11,811 | 1,504 | 0 |
Increase (decrease) in liability for royalties payable | 168 | 260 | (685) |
Net cash used in operating activities | (31,480) | (5,866) | (5,604) |
Cash flows from investing activities | |||
Decrease (Increase) in long-term bank deposit | (11) | 201 | (6) |
Purchase of property, plant and equipment | (571) | (211) | (293) |
Net cash used in investing activities | (582) | (10) | (299) |
Cash flows from financing activities | |||
Receipt of long-term loans from banks | 0 | 0 | 4,504 |
Issuance of warrants to banks | 0 | 0 | 295 |
Receipt of long-term loans from a financial institution | 52,837 | 7,300 | 0 |
Repayment of loan to shareholder | (5,000) | 0 | 4,001 |
Issuance of warrants to shareholder | 0 | 0 | 999 |
Repayment of loans from banks | (13,818) | (2,930) | (891) |
Repayment of royalty liability | (429) | (488) | 0 |
Payments of lease liabilities | (1,029) | (1,191) | (975) |
Issuance of shares- SPAC transactions | 1,362 | 0 | 0 |
Option exercises to shares by employees | 100 | 64 | 14 |
Exercise of Warrants, net | 6,500 | 0 | 0 |
Net cash provided by financing activities | 40,523 | 2,755 | 7,947 |
Increase (decrease) in cash and cash equivalents | 8,461 | (3,121) | 2,044 |
Cash and cash equivalents balance at the beginning of the year | 3,854 | 6,983 | 4,961 |
Effect of changes in foreign exchange rates on cash and cash equivalents | (381) | (8) | (22) |
Cash and cash equivalents balance at the end of the year | 11,934 | 3,854 | 6,983 |
Appendix A – Cash paid and received during the year for: | |||
Interest paid | 921 | 1,625 | 386 |
Appendix B – Non Cash transactions during the year for: | |||
Purchase of Fixed Assets in credit | 319 | 0 | 0 |
Issuance of shares against liability | 49,998 | 0 | 0 |
Issuance of shares against loan | 1,978 | 0 | 750 |
Issuance of shares against warrants | $ 1,280 | $ 0 | $ 0 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2022 | |
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 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 Accounted for the reorganization using the pooling of interest method, and the consolidation of the financial statements reflects 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. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2022, the Company had incurred accumulated losses of $481.6 million (see Note 27 - Listing Expenses, below) and expects to continue to fund its operations through fundings as issuance of convertible securities, ordinary shares and warrants and through revenues from existing and new customers including governmental grants. There are, however, some transactions and events that the Company expects will occur in the near future that the Company believes will improve its cash status, as follows: • Equity line of credit with Cantor Fitzgerald & Co. with a considerable daily trading volume. Concurrently with the execution of the Business Combination Agreement, The Company entered into the Equity Line of Credit with CF Principal Investments LLC, an affiliate of Cantor Fitzgerald & Co. (“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 an aggregate amount of $77.25 million in the Company’s Ordinary Shares for aggregate gross proceeds to the Company of up to $75 million after deducting the applicable purchase price discount on sales to CF thereunder (see also Note 1b. below); • Mature pipeline from existing and new customers, which if it materializes, will generate substantial cash inflows to the company in the near term; • Planned cost reduction which will include, as necessary, headcount reduction combined with an optional equity grant in lieu of salary; and • Amendment to the Francisco Partners ("FP") loan agreement which entitles the Company to Pay In Kind (“PIK”) its interest on the loan from FP in 2023 (see also Note 27 – Listing Expenses - below). The Company’s management believes that the above resources, combined with the cost reduction plans described above, will generate enough cash sufficient for the foreseeable future from the date of this Annual Report. b. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses of $481,608 from operations since its inception. The Company has incurred $397,789, $17,050, $17,563 of net loss in 2022, 2021 and 2020 respectively. 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. In order to secure its operation, the Company received a loan of $55 million on February 3, 2022 (see also Note 13) and raised capital as part of the Business Combination Agreement (see note 1). The Company depends on additional capital raising for the operational activity. c. Business Combination Agreement SPAC Transaction ("Business Combination Agreement" OR "Transactions"): On March 8, 2022, the Company and one of its subsidiaries, SatixFy MS, which was incorporated in 2022 for that purpose, entered into the Business combination agreement with Endurance Acquisition Corp. (“Endurance”). Under that agreement, Endurance, merged into SatixFy MS, with SatixFy MS continuing as the surviving company and becoming the Company’s direct, wholly-owned subsidiary. The Business Combination Agreement, as amended, and the related transactions were completed on October 27, 2022 ("SPAC merger" and the “Closing”). As a result of the Business Combination, the Company recorded a gross increase in cash of $20 million and had $18.7 million expenses in cash related to the Transactions. The Business Combination was accounted for as a capital reorganization, with no goodwill or other intangible assets recorded, in accordance with IFRS 3, Business Combination. The Company is the accounting acquirer and SatixFy Ordinary Shares were 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 CF Principal Investments LLC, an affiliate of Cantor Fitzgerald & Co. (“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 an aggregate amount of $77.25 million in the Company’s Ordinary Shares for aggregate gross proceeds to the Company of up to $75 million after deducting the applicable purchase price discount on sales to CF thereunder. In addition the company entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction” or "FPA") with Vellar Opportunity Fund SPV LLC — (“Vellar” or "Seller”) (see note 16). As part of the Business Combination Agreement, the company has also issued different derivatives (see note 14). d. T 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. 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. e. The Company operates primarily through five wholly owned subsidiaries: Satixfy Israel Ltd, Satixfy UK, Satixfy Space Systems UK, Satixfy Bulgaria and SatixFy US LLC ("Group"), all of which have been consolidated in these consolidated financial statements. Name Holding percentage Held By Country of incorporation 2022 2021 Satixfy Israel Ltd. 100 % 100 % Satixfy Communications Israel Satixfy UK 100 % 100 % Satixfy Communications UK Satixfy Space 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 Islands In addition, the Company’s holds 51% of the shares of the following entity (see also Note 8): ? Name Holding percentage Held By/ Country of incorporation 2022 2021 Jet talk 51 % 51 % Satixfy UK UK f. Russia- Ukraine war The Russia-Ukraine war poses indirect but unpredictable risks of disruption to the company business. Several of its current and prospective customers are operators of communication satellite constellations and have historically used Russian-based launch facilities and vehicles to place their satellites into orbit. If these customers are unable to find alternative launch venues on a timely basis or at all, they may experience delays in deploying their satellites, which in turn could cause them to defer orders for the company satellite communications chips and satellite payloads. Additionally, recent reports indicated that the Russia-Ukraine conflict may have an adverse impact on the supply of certain commodities, of which Ukraine and Russia were significant producers (for example, neon gas), used in the fabrication of silicon chips. The company ability to mitigate the potential adverse impacts of the Russia-Ukraine conflict on the company supply chain or the supply chains of the company customers is limited, as the impacts are largely indirect and it is difficult for us to predict at this time how the company suppliers and customers will adjust to the new challenges or how these challenges will impact the company costs or demand for the company products and services. The effects of the sanctions implemented in response to the conflict may also adversely affect the company industry, including chip supply chains, to the extent that they lead to higher energy and manufacturing costs, lower economic growth or deferrals of investment in satellite communications technology. 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 Russia-Ukraine war or a material impact on the availability of financing sources or their price. g. 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 COVID-19 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 COVID-19 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 COVID-19 crisis or a material impact on the availability of financing sources or their price. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES: | 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 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 financial 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.V 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 critical 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 - D. Foreign currency: The consolidated financial statements are prepared in U.S. Dollars (the functional and reporting 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. E. Cash and cash equivalents: Cash equivalents are considered by the Company to be highly liquid investments, including, inter alia, short-term deposits with banks where the maturity of which does 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. F. 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. G. 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. H. 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. 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. I. 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. J. 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 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 based on the 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. 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. K. Transactions with related parties: An asset transferred to the company by its related parties 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 related parties 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 a related party, 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. L. 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. M. Government grants (except OCS grants): A benefit of a loan from the bank with the participation of the government an 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. N. 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 and recognized as a reimbursement of related research expenses or development costs. 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. O. 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. P. 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. Q. 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 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 14) R. 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. In the principal market for the asset or liability, or 2. In the absence of a principal market, in the most advantageous market for the asset or liability. 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). S. 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, including 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. Inability to locate the debtor. 2. Discharge of the debt in a bankruptcy. 3. It is determined that the efforts to collect the debt are no longer cost effective given the size of receivable. T. 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. U. Impairment of non-financial assets Other 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. V. 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 la |
CONTRACT ASSETS
CONTRACT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
CONTRACT ASSETS | |
CONTRACT ASSETS: | NOTE 3 - CONTRACT ASSETS: December 31, 2022 December 31, 2021 Related parties (See Note 13) 1,679 1,685 Other trade receivables 3,356 4,330 5,035 6,015 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2022 | |
Classes of current inventories [abstract] | |
INVENTORY: | NOTE 4 - 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, 2022 December 31, 2021 Raw materials 817 547 Finished goods inventory 14 138 831 685 |
LEASE LIABILITIES AND RIGHT OF
LEASE LIABILITIES AND RIGHT OF USE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS, NET: | NOTE 5 - LEASE LIABILITIES AND RIGHT OF USE ASSETS, NET: 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. On February 2023, the parties agreed to extend for additional period of 5 years until May 2028. 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 agreement for the office of Farnborough will expire in October 2023 and the lease agreement for the office in Manchester will expire in March 2027. The company also leases an office in Sofia Bulgaria, where it employs its antenna development team. The lease agreement for the office in Bulgaria included two agreements which will expire in May 2024. The company also leases an office in Pennsylvania USA that serve as a research and development center. The initial lease agreement for the office in Pennsylvania expired in January 2023 and the company signed a new lease contract for this property which expires in March 2025. 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. The Company included as part of the lease period 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, 2022 5,294 82 5,376 Additions 434 156 590 Disposals (810 ) (83 ) (893 ) December 31, 2022 4,918 155 5,073 Accumulated Depreciation January 1, 2022 (2,155 ) (74 ) (2,229 ) Additions (911 ) (32 ) (943 ) Disposals 810 83 893 December 31, 2022 (2,256 ) (23 ) (2,279 ) Net Book value December 31, 2022 2,662 132 2,794 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 c. Details regarding lease transactions For the year ended December 31, 2022 December 31, 2021 Interest expenses in respect of lease liabilities 393 547 Lease principal payments during the year 1,029 1,191 |
INVESTMENT IN JET TALK
INVESTMENT IN JET TALK | 12 Months Ended |
Dec. 31, 2022 | |
INVESTMENT IN JET TALK: | |
INVESTMENT IN JET TALK: | NOTE 6 - 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 invested $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 $13 million to be provided during 2018 through 2023. 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, 2022 December 31, 2021 December 31, 2020 Revenues - - - Net loss Company share 705 3,722 7,636 Company's share in the loss of a company accounted by equity method, net 360 1,898 3,895 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY, PLANT AND EQUIPMENT, NET | |
PROPERTY, PLANT AND EQUIPMENT, NET: | NOTE 7 - PROPERTY, PLANT AND EQUIPMENT, NET: Property, plant and equipment consist of the following as of December 31, 2022, and 2021: ? ? ? Leasehold ? Machinery and ? ? Computers improvements Furniture Equipment Total Cost January 1, 2022 956 477 345 414 2,192 Additions 136 123 2 629 890 December 31, 2022 1,092 600 347 1,043 3,082 Accumulated Depreciation January 1, 2022 (714 ) (212 ) (138 ) (156 ) (1,220 ) Additions (118 ) (50 ) (24 ) (27 ) (219 ) December 31, 2022 (832 ) (262 ) (162 ) (183 ) (1,439 ) Net Book value December 31, 2022 260 338 185 860 1,643 ? ? Leasehold ? Machinery and ? ? Computers improvements Furniture Equipment Total Cost January 1, 2021 866 467 234 414 1,981 Additions 90 10 111 - 211 December 31, 2021 956 477 345 414 2,192 Accumulated Depreciation January 1, 2021 (570 ) (171 ) (94 ) (128 ) (963 ) Additions (144 ) (41 ) (44 ) (28 ) (257 ) December 31, 2021 (714 ) (212 ) (138 ) (156 ) (1,220 ) Net Book value December 31, 2021 242 265 207 258 972 ? Depreciation expenses totaled $219 and $257 the year ended December 31, 2022 and December 31, 2021, respectively. |
CONTRACT LIABILITIES
CONTRACT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Contract liabilities [abstract] | |
CONTRACT LIABILITIES: | NOTE 8 - CONTRACT LIABILITIES: Contract liabilities 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, 2022 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES: | NOTE 9 - OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES: December 31, 2022 December 31, 2021 Liabilities in respect of employees, wages and institutions in respect of wages 3,023 4,094 Accrued expenses 4,607 1,653 Liabilities to government institutions due to grants received 161 314 Government departments and agencies 52 169 7,843 6,230 |
LIABILITIES FOR EMPLOYEE SEVERA
LIABILITIES FOR EMPLOYEE SEVERANCE PAY, NET | 12 Months Ended |
Dec. 31, 2022 | |
LIABILITIES FOR EMPLOYEE SEVERANCE PAY, NET | |
LIABILITIES FOR EMPLOYEE SEVERANCE PAY, NET: | NOTE 10 - 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 employees 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 Israeli employees. |
LONG TERM LOANS FROM FINANCIAL
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET | 12 Months Ended |
Dec. 31, 2022 | |
LOAN FROM SHAREHOLDER | |
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET: | NOTE 11 - 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 were 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 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 (as defined in the Warrant Agreement), 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, up to $320K. This Alternative Payment is solely under the Bank’s discretion. The warrant was exercised in July 2022 on a cashless basis to 57,659 shares. The Preferred B shares were converted into 4.99 million ordinary shares following the SPAC transaction. The loan was fully repaid in February 2022 using proceeds that were received from a new loan that the Company received from, Francisco Partners, See also Note 13(e). 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 commenced in June 2020. In order to secure the Second Loan, the Company provided the bank with pledged deposits. In addition, the Company provided the bank with a guarantee to secure all of the Israeli subsidiary '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 $800. 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. Following the closing of the SPAC transaction on October 27, 2022 the Bank decided to receive the Alternative Payment instead of exercising the warrants and following that decision, the $800 Alternative Payment was paid to the Bank in February 2023. 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 for May 2019 and March 2020, 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. 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 13(e). As part of the SPAC merger (see note 1) the bank has exercised the warrants into cash (see also note 16). In April 2020, following the COVID-19 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. The loan was fully repaid in February 2022 using proceeds that were received from a new loan that the Company received from Francisco Partners. See also Note 13(e). c. In September 2020, following the COVID-19 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. The loan was fully repaid in February 2022 using proceeds that were received from a new loan that the Company received from Francisco Partners. See also Note 13(e). d. In April 2021 and in August 2021 the Company signed a $5 million and $2.3 million loan agreement, respectively, with a financial institution named Liquidity Capital II L.P. (“Liquidity”), with a repayment period of thirty (30) months. The loan bore 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 $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. Following the closing of the SPAC transaction on October 27, 2022 the warrants were exercised on a cashless basis into 6,520 ordinary shares. The loan was fully repaid in February 2022 using proceeds that were received from a new loan that the Company received from Francisco Partners. See also Note 13(e). e. On February 1, 2022, the Company signed a $55 million loan agreement with affiliates of a financial institution named Francisco Partners L.P. ("FP"), 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. As long as the Company was private, there was an ability to Pay In Kind (“PIK”) 100% of interest in year 1, 75% of interest in year 2, and 50% of interest thereafter. Once the Company completes a qualified public offering, then 100% of interest is paid in cash thereafter. Until October 27, 2022 the PIK interest on $3,988 was added to the loan balance. As consideration for the loan, the Company also issued to the lenders under the credit agreement 808,907 of its ordinary shares. Following the receipt of the proceeds from the loan, The Company repaid all of its existing 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%. For the year ended December 31 2022 2021 Long term loans from financial institutions 54,926 6,943 Current maturities - 6,334 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. Following the early repayment of the loan in February 2022, these covenants were canceled. The FP loan has the following financial covenants: requiring that, as 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. The cash must held in deposit accounts subject to a security interest in favor of the Agent for the benefit of the lenders. 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. The FP loan is guaranteed on a senior secured basis by the Company and its subsidiaries, subject to customary exceptions. The Company complies with the covenants. |
LOAN FROM SHAREHOLDER
LOAN FROM SHAREHOLDER | 12 Months Ended |
Dec. 31, 2022 | |
LOAN FROM SHAREHOLDER: | |
LOAN FROM SHAREHOLDER: | NOTE 12 - LOAN FROM SHAREHOLDER : In March 2020 the Satixfy UK signed a $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 $5 million) at an option price per share (hereinafter - "the exercise price") equal to $6.078 in exchange for preferred shares in a total amount not less than $500 before the start date. The warrants were classified to equity and were first booked at fair value. The loan included financial covenants whose non-compliance allows demand for immediate repayment of the loan. The loan was fully repaid in February 2022 using proceeds that were received from a new loan that the Company received from Francisco Partners see also Note 13(e). 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. The company took out a $5 million "key personnel" insurance policy as a guarantee for the loan on the company's Former CEO, Mr. Yoel Gat. After the passing of Mr. Yoel Gat (see note 13) in April 2022, the company received $5.4 million as compensation under with this life insurance policy. 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, which following the SPAC transaction were converted into 860,802 Ordinary shares. |
RELATED PARTIES_
RELATED PARTIES: | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTIES: | |
RELATED PARTIES: | NOTE 13 - 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 agreement, as of 2018, the management fees will be paid to Ilan Gat, which consists of a monthly management fees of $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 $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 $110 and reimbursement of other monthly expenses and a yearly bonus of 0.67% for Yoel Gat’s services and 0.67% for Simona Gat’s services out of the incremental year to year growth in Equity in the consolidated financial statements of the Company effective 2021 and Annual Bonus of 0.67% for Yoel Gat’s services and 0.67% for Simona Gat’s services out of the incremental year to year growth in revenues of the Company each year effective 2021 . On December 24 th th On April 8, 2022 Mr. Yoel Gat, the Company’s former CEO, Chairman and founder passed away due to fatal illness. 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, , pursuant to which Mr. Leibovitch’s management fees consisting of: (i) management fees of $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 $50 and reimbursement of other monthly expenses. On December 24 th Yearly Bonus Annual Bonus In February 2022 the Company’s board of directors approved subject to the consummation of a SPAC transaction or IPO an update of the monthly management fee starting in January 2022 to the amount of $85 and reimbursement of other monthly expenses and updated the rates of the Yearly Bonus and Annual Bonus to 1%. On January 31, 2022 the board approved a bonus of $2 million for the completion of the loan from Francisco Partners (See Note 11e). On September 13, 2022 and on September 29, 2022 the board and the shareholders, respectively approved subject to the consummation of a SPAC transaction (1) an update of the monthly management fee starting in October 2022 to the amount of $100 and reimbursement of other monthly expenses (2) updated the rates of the Yearly Bonus and Annual Bonus to 2% from 2023 and (3) a success bonus of $2 million. Following the closing of the Business Combination the company has issued to certain of its founders Price Adjustment Shares. See note 14. 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 $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 $5,000 of which, initial payment of $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 2022 2021 Revenues from Jet Talk - 3,116 Revenues from iDirect (*) 489 2,074 (*) After SPAC transaction Idirect is no longer a related party. For the year ended December 31, 2022: Name Position Scope of Position Holding Rate Salary and related expenses Expected Bonus Share- Based Payments Ilan Gat (Simona Gat) President and COO Full Time 19.8% 660 40 39 Raysat (Yoav Leibovitch) Chairman and Former CFO Full Time 27.04% 5,065 60 39 For the year ended December 31, 2021: Name Position Scope of Position Holding Rate Salary and related expenses Expected Bonus Share- 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 Outstanding balances with related parties For the year ended December 31 2022 2021 Assets Contract assets (Jet Talk) 1,679 1,685 Jet Talk 157 - Total Assets 1,836 1,685 Labilities Raysat Israel Ltd. 160 605 Ilan Gat Engineers Ltd 95 1,210 Liability to shareholder - 334 Bonus Accrued to former CEO 100 - Jet Talk 53 - Total Liabilities 408 2,149 |
FINANCIAL INSTRUMENTS - RISK MA
FINANCIAL INSTRUMENTS - RISK MANAGEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of detailed information about financial instruments [abstract] | |
FINANCIAL INSTRUMENTS-RISK MANAGEMENT: | NOTE 14 - 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 2022, 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: December 31, 2022 December 31, 2021 Cash 11,934 3,854 Trade accounts receivables 1,295 806 Other accounts receivable 2,166 711 FPA 40,852 - Contract assets 5,035 6,015 Total 61,282 11,386 a. 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. As of the balance sheet date, the Group’s exposure to currencies as follows: December 31, 2022 NIS EUR GBP USD Total Assets: Cash and cash equivalents 1,281 640 607 9,406 11,934 Trade receivables - 187 804 304 1,295 Prepaid expenses and other - 2,149 - 17 2,166 Derivatives FPA - - - 40,852 40,852 Contract Assets - - 3,720 1,315 5,035 1,281 2,976 5,131 51,894 61,282 Liabilities: Current liabilities: Current maturities long-term loans - - - - - Trade payables (614 ) (324 ) (433 ) (89 ) (1,460 ) Payables and credit balances (2,644 ) (942 ) (721 ) (3,322 ) (7,629 ) (3,258 ) (1,266 ) (1,154 ) (3,411 ) (9,089 ) Non-current liabilities: Long term loans from banks - - - (54,926 ) (54,926 ) Net balances (1,977 ) 1,710 3,977 (6,443 ) (2,733 ) 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 ) b. 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. December 31, 2022 December 31, 2021 Linked to NIS (1,977 ) (6,906 ) 10 % 10 % (198 ) (690 ) Linked to EUR 1,711 (138 ) 10 % 10 % 171 (14 ) Linked to GBP 3,977 (316 ) 10 % 10 % 398 (32 ) c. 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. 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: December 31, 2022s Within 30 days 1-12 Months 1-5 Years Total Current maturities long-term loans - - - - Liabilities in respect of leases-ST 269 752 - 1,021 Trade payables 251 1,209 - 1,460 Payables to related parties - - - - Other Accounts Payable 3,534 4,309 - 7,843 Long term loans from banks, net - - 77,543 77,543 Liabilities in respect of leases-LT - - 2,280 2,280 Loan from Shareholder - - - - Derivatives Liabilities - - 20,305 20,305 Total 4,054 6,270 100,128 110,452 December 31, 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 Derivatives Liabilities - 1,392 - 1,392 Total 580 23,289 14,460 38,329 d. Fair value of financial instruments measured at fair value on a periodic basis Level December 31, 2022 December 31, 2021 Financial Liabilities: Warrants 3 - 1,392 SPAC Public Warrant 1 286 - SPAC Private Warrant 2 121 - Price Adjustment shares 3 19,898 - Total 20,305 1,392 e. 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. All warrants balance as of December 31, 2021 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 Exercise of warrants to shares (397 ) Exercise of warrants to cash (adjustment to other accounts payables) (800 ) Changes in fair value recognized in finance expenses (195 ) Balance at December 31, 2022 - f. SPAC warrants: As part of the Business Combination Agreement (see note 1) the company has issued new warrants: 7.63 million SPAC Private warrants, 10 million SPAC Public Warrants and 1 miliion Pipe warrants (together with the PAS called "Derivatives"). The Company is required to allocate the Warrants transferred between the identifiable assets received and the listing expense in accordance with IFRIC agenda decision from October 2022. The portion of the Warrants in the scope of IAS 32/IFRS 9 would be recognized as a liability on initial recognition and re-measured through P&L until settlement. The total value of the new warrants was 3,906 (see note 24) and was divided between equity and liability as follow: 3,490 for equity and 416 for liability under derivatives. The value of the warrants derivatives on October 27, 2022 was based on the market price of the closing date of the Business Combination $0.22. On December 8, 2022 3.364 million SPAC private warrants were chashless exercised into 553,692 shares. On December 11, 2022 0.935 million PIPE warrants were exercised into 2 million shares with in returen to $1.5 million. SPAC Warrants Balance at December 31, 2021 - Issuance of warrant (SPAC transactions) 416 Changes in fair value recognized in finance expenses 872 Exercise of warrants (881 ) Balance at December 31, 2022 407 The value of the warrants derivatives on December 31, 2022 was based on the market price of $0.28. g. Price Adjustment shares: Immediately following the closing of the SPAC transaction, the Company issued a total of 27,500,000 Price Adjustment Shares ("PAS) with the Company’s founders receiving 27,000,000 Price Adjustment Shares (18,000,000 to Yoav Leibovitch and 9,000,000 to Simona Gat) and the Sponsor receiving 500,000 Price Adjustment Shares. The Price Adjustment Shares vest upon three price adjustment achievement dates: (i) one-third of the Price Adjustment Shares will vest if at any time forty-five (45) days after the date of effectiveness of the applicable registration statement (file no. 333-268510) and within the 10-year period following the closing, the volume weighted average price (“VWAP”) of SatixFy Ordinary Shares is greater than or equal to $12.50 for any seven (7) trading days within a period of 30 consecutive trading days, (ii) one-third of the Price Adjustment Shares will vest if at any time forty-five (45) days after the date of effectiveness of the applicable registration statement (file no. 333-268510) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $14.00 for any seven (7) trading days within a period of 30 consecutive trading days and one-third of the Price Adjustment Shares will vest if at any time forty-five (45) days after the date of effectiveness of the applicable registration statement (file no. 333-268510) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $15.50 for any seven (7) trading days within a period of 30 consecutive trading days. The share price targets shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalization, reclassifications, combinations, exchanges of shares and other similar changes or transactions to the SatixFy Ordinary Shares occurring on or after the Closing. In the event of a SatixFy change in control transaction within ten (10) years following the closing of the Business Combination, all of the unvested Price Adjustment Shares not earlier vested will vest immediately prior to the closing of such change in control. If the Price Adjustment Shares do not vest according to the achievement dates in the Business Combination Agreement, or if a change of control has not occurred after the Closing and prior to the date that is ten (10) years following the Closing Date, then any unvested Price Adjustment Shares shall automatically be forfeited back to SatixFy for no consideration. g. Price Adjustment shares (cont.): The Company allocated the price adjustment shares between the identifiable assets received and the listing expense (see also note 26). Following the logic of the tentative agenda decision, the portion in the scope of IAS 32/IFRS 9 would be recognized as a liability on initial recognition and re-measured through P&L until settlement. The total value of the PAS was $212,675 (see note 24) and was divided between equity and liability as follow: $191,132 for equity and $21,543 for liability under derivatives. For the purpose of measuring the price of the PAS derivatives on the merger date, a binomial model was used. The inputs used in determining the fair value are: a risk-free interest rate of 3.96%, an expected exercise period of 10.337 years and an expected volatility of approximately 50. The PAS price for October 27, 2022 is based on a valuation of an average of $7.73 per share. PAS Balance on December 31, 2021 - Issuance of PAS (Liability part) 21,543 Changes in fair value recognized in finance expenses (1,645 ) Balance on December 31, 2022 19,898 For the purpose of measuring the fair value of the PAS derivatives on December 31, 2022, a binomial model was used. The inputs used in determining the fair value are: a risk-free interest rate of 3.88%, an expected exercise period of 10.161 years and an expected volatility of approximately 50% . |
LIABILITY FOR ROYALTIES PAYABLE
LIABILITY FOR ROYALTIES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
LIABILITY FOR ROYALTIES PAYABLE | |
LIABILITY FOR ROYALTIES PAYABLE: | NOTE 15 - 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, ? 2022 2021 1,368 1,596 (429 ) (488 ) Amounts recognized as an offset from research and development expenses (210 ) (340 ) Revaluation of the liability 378 600 As of December 31 1,107 1,368 |
FORWARED PURCHASE AGREEMENT
FORWARED PURCHASE AGREEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Forwared Purchase Agreement [Abstract] | |
FORWARED PURCHASE AGREEMENT: | NOTE 16 - FORWARED PURCHASE AGREEMENT: The company entered into the Forward Purchase Transaction with the Seller. Pursuant to the Forward Purchase Agreement, the Seller thereunder purchased, through a broker in the open market shares and will sell the shares under certain conditions. Vellar will pay directly, out of the funds held in Endurance’s trust account, approximately $86.5 million. Accordingly, there was no net increase in cash as a result of the Forward Purchase Agreement at the time of the Closing of the Business Combination occurred on October 27, 2023. Upon the effective date of the applicable registration statement January 23, 2023, the Seller paid to SatixFy approximately $10.0 million (including $8.4 million with respect to the Subject Shares purchased by the Seller prior to the closing of the Business Combination and $1.6 million with respect to the Additional Shares issued to Vellar following the Closing of the Business Combination). The difference between the fair value of the shares deemed to be issued to the SPAC holders, including the Seller's and the net financial instruments held by the SPAC (including the fair value of the FPA) will be recognized as listing expenses. The financial instrument will be measured at fair value initially and subsequently, with changes in fair value recognized in profit or loss . For the purpose of measuring the price of FPA assets a Monte Carlo simulation model was used. The inputs used in determining the fair value are: risk-free rate of 4.30%, volatility of 50% and Contractual time (years) of 3. The FPA liability value for October 27, 2022 is based on public share price of $8.29. For the purpose of measuring the price of FPA asset on December 31, 2022 a Monte Carlo simulation model was used. The inputs used in determining the fair value are: risk-free rate of 4.27%, volatility of 50% and Contractual time (years) of 2.824. 2022 At January 1 - FPA (SPAC transactions)- Assets 42,502 FPA (SPAC transactions)- Liability (13,306 ) FPA (SPAC transactions) net 29,196 Revaluation as of 21.11.2022 (36,692 ) Issuance of shares in 21.11.2022 49,998 Revaluation as of 31.12.2022 (1,650 ) As of December 31 40,852 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [abstract] | |
EQUITY: | NOTE 17 - 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 $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 $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) $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. On August 7, 2022 The Bank Mizrahi exercised its first loan warrants on a cashless basis and received 57,659 Preferred B Shares. 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 $5.002. 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 $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. On June 24, 2022 shareholder of the Company has exercised his warrants to 860,802 Preferred C Shares. See note 12. e. SPAC merger: As part of the SPAC Transaction (see note 1) all Preferred Shares were converted into Ordinary Shares and the company has canceled its par value of the Ordinary Shares. In addition, all shares were split by exchange ratio of 1.046. f. 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 $ 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 2022 and in 2021, the Company granted 1,405,568 and 1,499,577 options, respectively to the Company’s employees. In 2022 and 2021, 225,964 and 58,447 options respectively were exercised by employees and converted to shares. As of December 31, 2022 and 2021, 7297,303 and 7,709,809 respectively options to purchase the Company’s shares are outstanding, of which 3,169,039 are exercisable as of December 31, 2022. 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 $ 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. 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, 2022: ? Options Outstanding Options Exercisable Number Outstanding on December 31, 2022 (in thousand) Weighted Average Number Exercisable on December 31, 2022 (in thousand) Exercise Price Years USD 822 2.07 822 0.0001 589 1.17 589 0.536 272 5.45 272 0.550 1,326 6.24 1,189 1.102 4,626 5.55 444 2.5 7,635 3,316 ? 2022 2021 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price USD USD Options outstanding at the beginning of year: 8,067 1.72 6,755 1.57 Changes during the year: Granted 1,470 2.50 1,569 2.34 Exercised 236 0.42 61 1.10 Forfeited 1,666 0.22 196 1.83 Options outstanding at end of year 7,635 1.76 8,067 1.72 Options exercisable at year-end 3,316 0.87 3,471 0.70 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, 2022 | |
MATERIAL COMMITMENTS | |
MATERIAL COMMITMENTS: | NOTE 18 - 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 December 31, 2022, the Subsidiary had obtained grants from the Israel Innovation Authority to finance its research and development programs in the aggregate of $6,334 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 December 31, 2022, and December 31, 2020 the Subsidiary has accumulated liability in respect of royalties to the Israel Innovation Authority in the amount of $314 and $916 thousand, respectively, representing 3%- 4% of revenues. As of December 31, 2022, and December 31, 2021, the Subsidiary has a contingent liability to the Chief Scientist in the amount of $1,107 and $1,368, respectively, based on discounted future royalties at an interest rate of 20%, respectively. Legal proceedings 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. On October 27, 2022, Sensegain Prodigy Cayman Fund SP3 (“Sensegain”) defaulted on its commitment to purchase units it had subscribed for in connection with the PIPE financing pursuant to its Subscription Agreement with the Company and Endurance. As a result of the default, out of the $29,100,000 previously committed by subscribers pursuant to the Subscription Agreements, the Company received $20 million in proceeds from the PIPE financing. On December 12, 2022, the Company filed a complaint against Sensegain in the New York Supreme Court, County of New York, seeking specific performance by Sensegain under the Subscription Agreement or, in the alternative, damages in the amount Sensegain owes pursuant to the Subscription Agreement (plus applicable interest and fees). The Company intends to enforce Sensegain’s obligations under the Subscription Agreement and has not registered for resale the portion of escrowed shares thereunder which may be released to Sensegain under certain conditions if it performs its obligations under its Subscription Agreement (otherwise, such shares will be released to the Company’s shareholders prior to the Business Combination and to the Sponsor, as applicable). Covenants The Francisco Partners loan has several Covenants- See note 11. 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, 2022 | |
REVENUES | |
REVENUES: | NOTE 19 - 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 31.12.2022 31.12.2021 31.12.2020 USD thousands % USD thousands % USD thousands % Jet Talk - - 3,116 14 % 7,279 68 % Airbus 318 3 % 3,256 15 % 3,683 35 % Telesat 5,326 50 % 8,400 39 % - - iDirect 489 5 % 2,074 10 % - - Trustcom 1,108 10 % - - - - MDA 1,907 18 % - - - - 2. Geographical areas: The following table splits the company’s revenues by main geographical areas: US & Canada UK Other Consolidated 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 Revenues 9,310 13,196 - 1,070 7,325 10,316 246 1,199 316 10,626 21,720 10,632 |
COST OF REVENUE AND SERVICES
COST OF REVENUE AND SERVICES | 12 Months Ended |
Dec. 31, 2022 | |
COST OF REVENUE AND SERVICE | |
COST OF REVENUE AND SERVICES: | NOTE 20 - COST OF REVENUE AND SERVICES December 31, 2022 December 31, 2021 December 31, 2020 Salaries and related expenses 3,556 6,764 1,184 Materials and models 707 1,516 63 Depriciation 21 56 59 Chip Development tools and Subcontractors 214 507 1,754 Total 4,498 8,843 3,060 |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
RESEARCH AND DEVELOPMENT EXPENSES | |
RESEARCH AND DEVELOPMENT EXPENSES: | NOTE 21 - RESEARCH AND DEVELOPMENT EXPENSES, NET: For the year ended December 31, 2022 December 31, 2021 December 31, 2020 Salaries and related expenses 18,660 16,508 16,048 Development tools and subcontractors 10,477 15,238 14,814 Government support and grants (12,295 ) (13,802 ) (14,225 ) Total 16,842 17,944 16,637 |
SELLING AND MARKETING EXPENSES_
SELLING AND MARKETING EXPENSES: | 12 Months Ended |
Dec. 31, 2022 | |
SELLING AND MARKETING EXPENSES: | |
SELLING AND MARKETING EXPENSES: | NOTE 22 - SELLING AND MARKETING EXPENSES: December 31, 2022 December 31, 2021 December 31, 2020 Salaries and related expenses 2,335 1,752 1,088 Total 2,335 1,752 1,088 |
ADMINISTRATIVE AND GENERAL EXPE
ADMINISTRATIVE AND GENERAL EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
ADMINISTRATIVE AND GENERAL EXPENSES: | |
ADMINISTRATIVE AND GENERAL EXPENSES: | NOTE 23 - ADMINISTRATIVE AND GENERAL EXPENSES: For the year ended December 31, 2022 December 31, 2021 December 31, 2020 Salaries and related expenses 8,175 3,233 1,440 Depreciation and overheads 132 240 273 Other expenses 942 262 899 Total 9,249 3,735 2,612 |
LISTING EXPENSES
LISTING EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Listing Expenses [Abstract] | |
LISTING EXPENSES: | NOTE 24 - LISTING EXPENSES: Share listing expense is a non-recurring expense incurred in connection with the Business Combination of Satixfy and Endurance, which constituted a share-based transaction pursuant to IFRS 2. The share listing expense is determined as the excess of the fair value of the equity instruments issued by Satixfy over the fair value of the identified net assets contributed by Endurance in the Business Combination. Note October 27, 2022 Price Adjustment Shares 212,675 Issuance of shares 149,657 Private Warrants 14 1,681 Public Warrants 14 2,203 PIPE Warrants 14 22 Net Liability of Business Combination 687 Forward Purchase Agreement- Liabilities 16 13,306 380,231 Total Cash (7,813 ) Forward Purchase Agreement- Assets 16 (42,502 ) (50,315 ) Other Listing Expenses 3,410 Total 333,326 The Company’s share listing expenses are a non-recurring nature and only impact the 2022 financial statements as the Company listed on NYSE in 2022. Quantity Price Total Amount Price Adjustment Shares 27,500 7.73 212,675 2 Premium- SPAC shares 14,800 10.11 149,657 3 Warrants 18,630 0.22 4,104 1 Forward Purchase Agreement- Liabilities 1,605 8.29 13,306 1 Forward Purchase Agreement- Assets 42,502 4 (1) Price based on the public price in the closing date. (2) See note 14. (3) Price based on the market price prior to the SPAC transaction. (4) See note 16. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2022 | |
TAXES ON INCOME | |
TAXES ON INCOME: | NOTE 25 - TAXES ON INCOME : a. Tax base: UK: The corporate tax rate in the UK stood at 19% in the years 2022 and 2021. The tax payable 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 carried forward from other years and does not include items that are not taxable or not tax deductible at all. The Group's current tax liability is calculated according to tax rates that have been acted or that their enactment has actually been completed by the end of the reporting period. Israel: The Company's Israeli subsidiaries are subject to the tax laws of the State of Israel, whose overall tax rate was 23% in 2022 and in 2021. 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: 12% or 6% in development areas. b. 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 and 2022. Accordingly, the Company has not recorded any interest or penalty for any unrecognized benefit. c. Tax losses As of December 31, 2022, the Company has a carry-forward loss of approximately $101 million, according to the 2022 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, 2022 | |
Earnings per share [abstract] | |
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 2022 2021 2020 Calculation of basic earnings per share: Net loss (397,789 ) (17,050 ) (17,563 ) Loss attributed to ordinary shareholders in USD (397,789 ) (17,050 ) (17,563 ) Weighted average number of ordinary shares 30,030,805 *18,732,473 *18,365,191 Basic and diluted loss per share attributed in USD (13.25 ) *(0.91 ) *(0.95 ) * Restated as a result of the SPAC transaction |
SUBSEQUENT EVENT_
SUBSEQUENT EVENT: | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
SUBSEQUENT EVENT: | NOTE 27 – SUBSEQUENT EVENT: a. In February 2023 the Company’s board of directors approved for the first time grant of RSU to its employees. b. On April 23, 2023, the Company and FP entered into the Waiver and Second Amendment to the Credit Agreement (the “Amendment”), which, among other things, (i) provided a waiver of certain defaults or potential defaults, (ii) permitted the Company to make its interest payments for 2023 on a pay-in-kind basis if its cash balance is less than $12.5 million, (iii) temporarily reduced the Company’s minimum cash requirement from $10 million to $8 million and $7 million for the months of April and May 2023, respectively, and thereafter to $10 million, in each case plus an amount sufficient to cover it and its subsidiaries’ accounts payable that are past 60 days due, (iv) increased the interest rate of the loan to Secured Overnight Financing Rate (“SOFR”) + 9.50% (with a 3% SOFR floor) and (v) provided for certain additional reporting obligations by the Company. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of preparation | A. Basis of preparation: 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. |
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 financial 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.V 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 critical 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 and reporting 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 | E. Cash and cash equivalents: Cash equivalents are considered by the Company to be highly liquid investments, including, inter alia, short-term deposits with banks where the maturity of which does 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 | F. 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 | G. 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. |
Research and development costs | H. 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. 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 | I. 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 | J. 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 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 based on the 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. 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 related parties | K. Transactions with related parties: An asset transferred to the company by its related parties 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 related parties 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 a related party, 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. |
Loss per share | L. 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) | M. Government grants (except OCS grants): A benefit of a loan from the bank with the participation of the government an 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 | N. 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 and recognized as a reimbursement of related research expenses or development costs. 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 | O. 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 | P. 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 | Q. 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 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 14) |
Fair value measurement | R. 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. In the principal market for the asset or liability, or 2. In the absence of a principal market, in the most advantageous market for the asset or liability. 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 | S. 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, including 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. Inability to locate the debtor. 2. Discharge of the debt in a bankruptcy. 3. It is determined that the efforts to collect the debt are no longer cost effective given the size of receivable. |
Issue of a unit of financial instruments | T. 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 | U. Impairment of non-financial assets Other 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 | V. 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 | W. 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 | X. 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 | Y. 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. |
Revenue recognition | Z. 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 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. |
Reverse Merger | AA. Reverse Merger The Business Combination has been accounted for as a capital reorganization. Under this method of accounting, Endurance was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of SatixFy issuing shares in the Business Combination for the net assets of Endurance as of the Closing, accompanied by a recapitalization. The net assets of Endurance are stated at historical cost, with no goodwill or other intangible assets recorded. SatixFy determined that it will be the accounting acquirer based on evaluation of the following facts and circumstances: • SatixFy’s existing shareholders will have the greatest voting interest in the combined entity. • SatixFy’s directors will represent the majority of the board of directors of the combined company following the consummation of the Business Combination. • SatixFy’s senior management will be the senior management of the combined company following the consummation of the Business Combination. • SatixFy is the larger entity based on historical operating activity and its employee base. The Business Combination, which is not within the scope of IFRS 3 since Endurance does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. Any excess of fair value of SatixFy Ordinary Shares issued over the fair value of Endurance’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. According to the IFRIC’s final agenda decision from October 2022, an accounting policy that results in allocating all the warrants issued to the acquisition of the stock exchange listing service solely to avoid the warrants being classified as financial liabilities applying IAS 32 would not give rise to a relevant and reliable accounting policy, it was suggested that an entity could allocate the shares and warrants to the acquisition of cash and other financial assets and the stock exchange listing service on the basis of the relative fair values of the instruments issued. Under this allocation method: • Warrants and price adjustments shares ("PAS") in the scope of IFRS 2 will be classified as equity, as they are considered equity-settled share-based payment. • Warrants and price adjustment shares in the scope of IAS 32 will to be classified as financial liabilities, as they fail the fixed-for-fixed requirement. |
Changes in accounting policies | AB. 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. IAS- 1 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) | 12 Months Ended |
Dec. 31, 2022 | |
GENERAL | |
Schedule of subsidiaries | Name Holding percentage Held By Country of incorporation 2022 2021 Satixfy Israel Ltd. 100 % 100 % Satixfy Communications Israel Satixfy UK 100 % 100 % Satixfy Communications UK Satixfy Space 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 Islands Name Holding percentage Held By/ Country of incorporation 2022 2021 Jet talk 51 % 51 % Satixfy UK UK |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
CONTRACT ASSETS (Tables)
CONTRACT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CONTRACT ASSETS | |
Schedule of contract assets | December 31, 2022 December 31, 2021 Related parties (See Note 13) 1,679 1,685 Other trade receivables 3,356 4,330 5,035 6,015 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Classes of current inventories [abstract] | |
Schedule of inventories | December 31, 2022 December 31, 2021 Raw materials 817 547 Finished goods inventory 14 138 831 685 |
LEASE LIABILITIES AND RIGHT O_2
LEASE LIABILITIES AND RIGHT OF USE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | |
Schedule of carried values of the lease assets recognized and transactions | Buildings Cars Total Cost January 1, 2022 5,294 82 5,376 Additions 434 156 590 Disposals (810 ) (83 ) (893 ) December 31, 2022 4,918 155 5,073 Accumulated Depreciation January 1, 2022 (2,155 ) (74 ) (2,229 ) Additions (911 ) (32 ) (943 ) Disposals 810 83 893 December 31, 2022 (2,256 ) (23 ) (2,279 ) Net Book value December 31, 2022 2,662 132 2,794 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 For the year ended December 31, 2022 December 31, 2021 Interest expenses in respect of lease liabilities 393 547 Lease principal payments during the year 1,029 1,191 |
INVESTMENT IN JET TALK (Tables)
INVESTMENT IN JET TALK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INVESTMENT IN JET TALK: | |
Schedule of investments in jet talk | December 31, 2022 December 31, 2021 December 31, 2020 Revenues - - - Net loss Company share 705 3,722 7,636 Company's share in the loss of a company accounted by equity method, net 360 1,898 3,895 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 956 477 345 414 2,192 Additions 136 123 2 629 890 December 31, 2022 1,092 600 347 1,043 3,082 Accumulated Depreciation January 1, 2022 (714 ) (212 ) (138 ) (156 ) (1,220 ) Additions (118 ) (50 ) (24 ) (27 ) (219 ) December 31, 2022 (832 ) (262 ) (162 ) (183 ) (1,439 ) Net Book value December 31, 2022 260 338 185 860 1,643 ? ? Leasehold ? Machinery and ? ? Computers improvements Furniture Equipment Total Cost January 1, 2021 866 467 234 414 1,981 Additions 90 10 111 - 211 December 31, 2021 956 477 345 414 2,192 Accumulated Depreciation January 1, 2021 (570 ) (171 ) (94 ) (128 ) (963 ) Additions (144 ) (41 ) (44 ) (28 ) (257 ) December 31, 2021 (714 ) (212 ) (138 ) (156 ) (1,220 ) Net Book value December 31, 2021 242 265 207 258 972 ? |
OTHER ACCOUNTS PAYABLE AND AC_2
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of other accounts payable and accrued expenses | December 31, 2022 December 31, 2021 Liabilities in respect of employees, wages and institutions in respect of wages 3,023 4,094 Accrued expenses 4,607 1,653 Liabilities to government institutions due to grants received 161 314 Government departments and agencies 52 169 7,843 6,230 |
LONG TERM LOANS FROM FINANCIA_2
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LOAN FROM SHAREHOLDER | |
Schedule of Long term loans from financial institutions | For the year ended December 31 2022 2021 Long term loans from financial institutions 54,926 6,943 Current maturities - 6,334 |
RELATED PARTIES_ (Tables)
RELATED PARTIES: (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTIES: | |
Schedule of transactions with related parties | For the year ended December 31 2022 2021 Revenues from Jet Talk - 3,116 Revenues from iDirect (*) 489 2,074 (*) After SPAC transaction Idirect is no longer a related party. |
Schedule of key management compensation | For the year ended December 31, 2022: Name Position Scope of Position Holding Rate Salary and related expenses Expected Bonus Share- Based Payments Ilan Gat (Simona Gat) President and COO Full Time 19.8% 660 40 39 Raysat (Yoav Leibovitch) Chairman and Former CFO Full Time 27.04% 5,065 60 39 For the year ended December 31, 2021: Name Position Scope of Position Holding Rate Salary and related expenses Expected Bonus Share- 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 |
Schedule of outstanding balances with related parties | For the year ended December 31 2022 2021 Assets Contract assets (Jet Talk) 1,679 1,685 Jet Talk 157 - Total Assets 1,836 1,685 Labilities Raysat Israel Ltd. 160 605 Ilan Gat Engineers Ltd 95 1,210 Liability to shareholder - 334 Bonus Accrued to former CEO 100 - Jet Talk 53 - Total Liabilities 408 2,149 |
FINANCIAL INSTRUMENTS - RISK _2
FINANCIAL INSTRUMENTS - RISK MANAGEMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair value of financial liabilities | |
Schedule of maximum exposure to credit risk | December 31, 2022 December 31, 2021 Cash 11,934 3,854 Trade accounts receivables 1,295 806 Other accounts receivable 2,166 711 FPA 40,852 - Contract assets 5,035 6,015 Total 61,282 11,386 |
Schedule of currency risk | December 31, 2022 NIS EUR GBP USD Total Assets: Cash and cash equivalents 1,281 640 607 9,406 11,934 Trade receivables - 187 804 304 1,295 Prepaid expenses and other - 2,149 - 17 2,166 Derivatives FPA - - - 40,852 40,852 Contract Assets - - 3,720 1,315 5,035 1,281 2,976 5,131 51,894 61,282 Liabilities: Current liabilities: Current maturities long-term loans - - - - - Trade payables (614 ) (324 ) (433 ) (89 ) (1,460 ) Payables and credit balances (2,644 ) (942 ) (721 ) (3,322 ) (7,629 ) (3,258 ) (1,266 ) (1,154 ) (3,411 ) (9,089 ) Non-current liabilities: Long term loans from banks - - - (54,926 ) (54,926 ) Net balances (1,977 ) 1,710 3,977 (6,443 ) (2,733 ) 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 ) |
Schedule of sensitivity analysis | December 31, 2022 December 31, 2021 Linked to NIS (1,977 ) (6,906 ) 10 % 10 % (198 ) (690 ) Linked to EUR 1,711 (138 ) 10 % 10 % 171 (14 ) Linked to GBP 3,977 (316 ) 10 % 10 % 398 (32 ) |
Schedule of maturity analysis of financial liabilities | December 31, 2022s Within 30 days 1-12 Months 1-5 Years Total Current maturities long-term loans - - - - Liabilities in respect of leases-ST 269 752 - 1,021 Trade payables 251 1,209 - 1,460 Payables to related parties - - - - Other Accounts Payable 3,534 4,309 - 7,843 Long term loans from banks, net - - 77,543 77,543 Liabilities in respect of leases-LT - - 2,280 2,280 Loan from Shareholder - - - - Derivatives Liabilities - - 20,305 20,305 Total 4,054 6,270 100,128 110,452 December 31, 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 Derivatives Liabilities - 1,392 - 1,392 Total 580 23,289 14,460 38,329 |
Schedule of fair value of financial liabilities | Level December 31, 2022 December 31, 2021 Financial Liabilities: Warrants 3 - 1,392 SPAC Public Warrant 1 286 - SPAC Private Warrant 2 121 - Price Adjustment shares 3 19,898 - Total 20,305 1,392 |
Derivatives Liabilities | |
Fair value of financial liabilities | |
Schedule of changes in fair value of liabilities | 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 Exercise of warrants to shares (397 ) Exercise of warrants to cash (adjustment to other accounts payables) (800 ) Changes in fair value recognized in finance expenses (195 ) Balance at December 31, 2022 - |
SPAC Warrant | |
Fair value of financial liabilities | |
Schedule of changes in fair value of liabilities | SPAC Warrants Balance at December 31, 2021 - Issuance of warrant (SPAC transactions) 416 Changes in fair value recognized in finance expenses 872 Exercise of warrants (881 ) Balance at December 31, 2022 407 |
Price adjustment shares | |
Fair value of financial liabilities | |
Schedule of changes in fair value of liabilities | PAS Balance on December 31, 2021 - Issuance of PAS (Liability part) 21,543 Changes in fair value recognized in finance expenses (1,645 ) Balance on December 31, 2022 19,898 |
LIABILITY FOR ROYALTIES PAYAB_2
LIABILITY FOR ROYALTIES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LIABILITY FOR ROYALTIES PAYABLE | |
Schedule of reconciliation of changes in liability for royalties payable | ? December 31, December 31, ? 2022 2021 1,368 1,596 (429 ) (488 ) Amounts recognized as an offset from research and development expenses (210 ) (340 ) Revaluation of the liability 378 600 As of December 31 1,107 1,368 |
FORWARED PURCHASE AGREEMENT (Ta
FORWARED PURCHASE AGREEMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Forwared Purchase Agreement [Abstract] | |
Schedule Of Detailed Information About Forward Purchase Agreement Explanatory | 2022 At January 1 - FPA (SPAC transactions)- Assets 42,502 FPA (SPAC transactions)- Liability (13,306 ) FPA (SPAC transactions) net 29,196 Revaluation as of 21.11.2022 (36,692 ) Issuance of shares in 21.11.2022 49,998 Revaluation as of 31.12.2022 (1,650 ) As of December 31 40,852 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of classes of share capital [abstract] | |
Schedule of information about share options outstanding and exercisable | ? Options Outstanding Options Exercisable Number Outstanding on December 31, 2022 (in thousand) Weighted Average Number Exercisable on December 31, 2022 (in thousand) Exercise Price Years USD 822 2.07 822 0.0001 589 1.17 589 0.536 272 5.45 272 0.550 1,326 6.24 1,189 1.102 4,626 5.55 444 2.5 7,635 3,316 |
Schedule of number and weighted average exercise prices of share options | ? 2022 2021 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price USD USD Options outstanding at the beginning of year: 8,067 1.72 6,755 1.57 Changes during the year: Granted 1,470 2.50 1,569 2.34 Exercised 236 0.42 61 1.10 Forfeited 1,666 0.22 196 1.83 Options outstanding at end of year 7,635 1.76 8,067 1.72 Options exercisable at year-end 3,316 0.87 3,471 0.70 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
REVENUES | |
Schedule of revenues from sale of products | For the year ended 31.12.2022 31.12.2021 31.12.2020 USD thousands % USD thousands % USD thousands % Jet Talk - - 3,116 14 % 7,279 68 % Airbus 318 3 % 3,256 15 % 3,683 35 % Telesat 5,326 50 % 8,400 39 % - - iDirect 489 5 % 2,074 10 % - - Trustcom 1,108 10 % - - - - MDA 1,907 18 % - - - - US & Canada UK Other Consolidated 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 Revenues 9,310 13,196 - 1,070 7,325 10,316 246 1,199 316 10,626 21,720 10,632 |
COST OF REVENUE AND SERVICE (Ta
COST OF REVENUE AND SERVICE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
COST OF REVENUE AND SERVICE | |
Schedule of cost of revenue and service | December 31, 2022 December 31, 2021 December 31, 2020 Salaries and related expenses 3,556 6,764 1,184 Materials and models 707 1,516 63 Depriciation 21 56 59 Chip Development tools and Subcontractors 214 507 1,754 Total 4,498 8,843 3,060 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES: (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RESEARCH AND DEVELOPMENT EXPENSES | |
Schedule of research and development expenses | For the year ended December 31, 2022 December 31, 2021 December 31, 2020 Salaries and related expenses 18,660 16,508 16,048 Development tools and subcontractors 10,477 15,238 14,814 Government support and grants (12,295 ) (13,802 ) (14,225 ) Total 16,842 17,944 16,637 |
SELLING AND MARKETING EXPENSE_2
SELLING AND MARKETING EXPENSES: (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SELLING AND MARKETING EXPENSES: | |
Schedule of selling and marketing expenses | December 31, 2022 December 31, 2021 December 31, 2020 Salaries and related expenses 2,335 1,752 1,088 Total 2,335 1,752 1,088 |
ADMINISTRATIVE AND GENERAL EX_2
ADMINISTRATIVE AND GENERAL EXPENSES: (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ADMINISTRATIVE AND GENERAL EXPENSES: | |
Schedule of administrative and general expenses | For the year ended December 31, 2022 December 31, 2021 December 31, 2020 Salaries and related expenses 8,175 3,233 1,440 Depreciation and overheads 132 240 273 Other expenses 942 262 899 Total 9,249 3,735 2,612 |
LISTING EXPENSES (Tables)
LISTING EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Listing Expenses [Abstract] | |
Schedule of net assets contributed by EDNCU | Note October 27, 2022 Price Adjustment Shares 212,675 Issuance of shares 149,657 Private Warrants 14 1,681 Public Warrants 14 2,203 PIPE Warrants 14 22 Net Liability of Business Combination 687 Forward Purchase Agreement- Liabilities 16 13,306 380,231 Total Cash (7,813 ) Forward Purchase Agreement- Assets 16 (42,502 ) (50,315 ) Other Listing Expenses 3,410 Total 333,326 |
Schedule of listing expenses of one-time non-recurring nature | Quantity Price Total Amount Price Adjustment Shares 27,500 7.73 212,675 2 Premium- SPAC shares 14,800 10.11 149,657 3 Warrants 18,630 0.22 4,104 1 Forward Purchase Agreement- Liabilities 1,605 8.29 13,306 1 Forward Purchase Agreement- Assets 42,502 4 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share [abstract] | |
Schedule of loss per share | For the year ended December 31 2022 2021 2020 Calculation of basic earnings per share: Net loss (397,789 ) (17,050 ) (17,563 ) Loss attributed to ordinary shareholders in USD (397,789 ) (17,050 ) (17,563 ) Weighted average number of ordinary shares 30,030,805 *18,732,473 *18,365,191 Basic and diluted loss per share attributed in USD (13.25 ) *(0.91 ) *(0.95 ) * Restated as a result of the SPAC transaction |
GENERAL - Narrative (Details)
GENERAL - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 03, 2022 | |
General | |||||
Loss from operations | $ 481,608 | ||||
Net loss | $ (397,789) | $ (17,050) | $ (17,563) | ||
Accumulated deficit | (481,608) | $ (83,819) | $ (83,819) | ||
Gross increase in cash | 20,000 | ||||
Cash expenses in cash related transactions | 18,700 | ||||
Amount of ordinary shares issue and sell under business combination agreement | 77,250 | ||||
Aggregate gross proceeds of amount of ordinary shares issue and sell under business combination agreement | $ 75,000 | ||||
Long Term Loan | |||||
General | |||||
Loan amount received | $ 55,000 |
GENERAL - Schedule of ownership
GENERAL - Schedule of ownership percentage of subsidiaries (Details) - Subsidiary | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiaries | ||
Number of wholly-owned subsidiaries by which Company is primarily operated | 5 | |
Israeli subsidiary | ||
Subsidiaries | ||
Holding percentage | 100% | 100% |
Satixfy UK | ||
Subsidiaries | ||
Holding percentage | 100% | 100% |
Satixfy Satellite Systems UK | ||
Subsidiaries | ||
Holding percentage | 100% | 100% |
Satixfy Bulgaria | ||
Subsidiaries | ||
Holding percentage | 100% | 100% |
Satixfy US LLC | ||
Subsidiaries | ||
Holding percentage | 100% | 100% |
Satixfy MS | ||
Subsidiaries | ||
Holding percentage | 100% | 0% |
GENERAL - Schedule of holding p
GENERAL - Schedule of holding percentage of joint venture agreement (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Jet Talk | ||
Joint venture agreement | ||
Holding percentage | 51% | 51% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | Dec. 31, 2022 |
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 - Schedule of Property, plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computers | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 33.30% |
Leasehold Improvement | Minimum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 25% |
Leasehold Improvement | Maximum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 33% |
Furniture | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 15% |
Machinery and Equipment | Minimum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 7% |
Machinery and Equipment | Maximum | |
Disclosure of detailed information about property, plant and equipment [line items] | |
Depreciation rate | 14% |
CONTRACT ASSETS - Schedule of c
CONTRACT ASSETS - Schedule of contract assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CONTRACT ASSETS | ||
Related parties | $ 1,679 | $ 1,685 |
Other trade receivables | 3,356 | 4,330 |
Contract Assets | $ 5,035 | $ 6,015 |
INVENTORY - Schedule of invento
INVENTORY - Schedule of inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Classes of current inventories [abstract] | ||
Raw materials | $ 817 | $ 547 |
Finished goods inventory | 14 | 138 |
Inventory | $ 831 | $ 685 |
LEASE LIABILITIES AND RIGHT O_3
LEASE LIABILITIES AND RIGHT OF USE ASSETS, NET - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 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, NET - Schedule of carried value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Right of use assets | ||
Balance at Beginning of period | $ 3,147 | |
Balance at End of period | 2,794 | $ 3,147 |
Buildings [member] | ||
Right of use assets | ||
Balance at Beginning of period | 3,139 | |
Balance at End of period | 2,662 | 3,139 |
Cars [Member] | ||
Right of use assets | ||
Balance at Beginning of period | 8 | |
Balance at End of period | 132 | 8 |
Cost | ||
Right of use assets | ||
Balance at Beginning of period | 5,376 | 4,957 |
Additions | 590 | 670 |
Disposals | (893) | (251) |
Balance at End of period | 5,073 | 5,376 |
Cost | Buildings [member] | ||
Right of use assets | ||
Balance at Beginning of period | 5,294 | 4,743 |
Additions | 434 | 670 |
Disposals | (810) | (119) |
Balance at End of period | 4,918 | 5,294 |
Cost | Cars [Member] | ||
Right of use assets | ||
Balance at Beginning of period | 82 | 214 |
Additions | 156 | 0 |
Disposals | (83) | (132) |
Balance at End of period | 155 | 82 |
Accumulated Depreciation | ||
Right of use assets | ||
Balance at Beginning of period | (2,229) | (1,260) |
Additions | (943) | (1,217) |
Disposals | 893 | 248 |
Balance at End of period | (2,279) | (2,229) |
Accumulated Depreciation | Buildings [member] | ||
Right of use assets | ||
Balance at Beginning of period | (2,155) | (1,126) |
Additions | (911) | (1,148) |
Disposals | 810 | 119 |
Balance at End of period | (2,256) | (2,155) |
Accumulated Depreciation | Cars [Member] | ||
Right of use assets | ||
Balance at Beginning of period | (74) | (134) |
Additions | (32) | (69) |
Disposals | 83 | 129 |
Balance at End of period | $ (23) | $ (74) |
LEASE LIABILITIES AND RIGHT O_5
LEASE LIABILITIES AND RIGHT OF USE ASSETS, NET - Schedule of lease transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | ||
Interest expenses in respect of lease liabilities | $ 393 | $ 547 |
Lease principal payments during the year | $ 1,029 | $ 1,191 |
INVESTMENT IN JET TALK - Narrat
INVESTMENT IN JET TALK - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 USD ($) Agreement | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
INVESTMENT IN JET TALK | ||||
Investment made | $ 1,777 | $ 2,137 | ||
Revenues | 10,626 | 21,720 | $ 10,632 | |
Jet Talk | ||||
INVESTMENT IN JET TALK | ||||
Revenues | $ 0 | $ 0 | $ 0 | |
Ownership interest held | 51% | 51% | ||
Jet Talk | STE | ||||
INVESTMENT IN JET TALK | ||||
Investment made | $ 20,000 | |||
Ownership interest held | 49% | |||
Jet Talk | Satixfy UK Limited | ||||
INVESTMENT IN JET TALK | ||||
Revenues | $ 13,000 | |||
Number of development agreements signed | Agreement | 2 | |||
Ownership interest held | 51% | 51% |
INVESTMENT IN JET TALK - Schedu
INVESTMENT IN JET TALK - Schedule of condensed information of Jet talk (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
INVESTMENT IN JET TALK | |||
Revenues | $ 10,626 | $ 21,720 | $ 10,632 |
Net loss | (397,789) | (17,050) | (17,563) |
Company's share in the loss of a company accounted by equity method, net | (360) | (1,898) | (3,895) |
Jet Talk | |||
INVESTMENT IN JET TALK | |||
Revenues | 0 | 0 | 0 |
Net loss | 705 | 3,722 | 7,636 |
Company's share in the loss of a company accounted by equity method, net | $ 360 | $ 1,898 | $ 3,895 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Schedule of Property, plant and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | $ 972 | |
Balance, end of period | 1,643 | $ 972 |
Depreciation expenses | 219 | 257 |
Computers | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 242 | |
Balance, end of period | 260 | 242 |
Leasehold improvements | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 265 | |
Balance, end of period | 338 | 265 |
Furniture | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 207 | |
Balance, end of period | 185 | 207 |
Machinery And Equipment | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 258 | |
Balance, end of period | 860 | 258 |
Cost | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 2,192 | 1,981 |
Additions | 890 | 211 |
Balance, end of period | 3,082 | 2,192 |
Cost | Computers | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 956 | 866 |
Additions | 136 | 90 |
Balance, end of period | 1,092 | 956 |
Cost | Leasehold improvements | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 477 | 467 |
Additions | 123 | 10 |
Balance, end of period | 600 | 477 |
Cost | Furniture | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 345 | 234 |
Additions | 2 | 111 |
Balance, end of period | 347 | 345 |
Cost | Machinery And Equipment | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | 414 | 414 |
Additions | 629 | 0 |
Balance, end of period | 1,043 | 414 |
Accumulated Depreciation | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | (1,220) | (963) |
Additions | (219) | (257) |
Balance, end of period | (1,439) | (1,220) |
Accumulated Depreciation | Computers | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | (714) | (570) |
Additions | (118) | (144) |
Balance, end of period | (832) | (714) |
Accumulated Depreciation | Leasehold improvements | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | (212) | (171) |
Additions | (50) | (41) |
Balance, end of period | (262) | (212) |
Accumulated Depreciation | Furniture | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | (138) | (94) |
Additions | (24) | (44) |
Balance, end of period | (162) | (138) |
Accumulated Depreciation | Machinery And Equipment | ||
PROPERTY, PLANT AND EQUIPMENT, NET | ||
Balance, beginning of period | (156) | (128) |
Additions | (27) | (28) |
Balance, end of period | $ (183) | $ (156) |
OTHER ACCOUNTS PAYABLE AND AC_3
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Schedule of other accounts payable and accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Liabilities in respect of employees, wages and institutions in respect of wages | $ 3,023 | $ 4,094 |
Accrued expenses | 4,607 | 1,653 |
Liabilities to government institutions due to grants received | 161 | 314 |
Government departments and agencies | 52 | 169 |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | $ 7,843 | $ 6,230 |
LONG TERM LOANS FROM FINANCIA_3
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||
Feb. 01, 2022 USD ($) Percent shares | Oct. 27, 2022 USD ($) shares | Aug. 31, 2021 USD ($) Installment | Apr. 30, 2021 USD ($) Installment | Sep. 30, 2020 USD ($) | Apr. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) Portion | May 31, 2019 USD ($) Portion | Jul. 31, 2016 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 | Feb. 03, 2022 USD ($) | |
Long Term Loan | ||||||||||||||
Warrants term | 8 years | |||||||||||||
Warrants value adjusted | $ 365,000 | |||||||||||||
Warrants exercise price | $ / shares | $ 9.36 | |||||||||||||
Issuance of shares following SPAC transaction | $ 339,854,000 | |||||||||||||
Warrant exercised (in shares) | shares | 6,520 | |||||||||||||
Repayments of borrowings | $ 5,000,000 | $ 0 | $ (4,001,000) | |||||||||||
Issuance shares | $ 750,000 | |||||||||||||
Risk Free Interest Rate | ||||||||||||||
Long Term Loan | ||||||||||||||
Debt instrument measurement input | Percent | 1.16 | |||||||||||||
Expected volatility rate | ||||||||||||||
Long Term Loan | ||||||||||||||
Debt instrument measurement input | Percent | 50 | |||||||||||||
Francisco Partners L.P | Minimum | ||||||||||||||
Long Term Loan | ||||||||||||||
Leverage ratio | 6% | |||||||||||||
Francisco Partners L.P | Maximum | ||||||||||||||
Long Term Loan | ||||||||||||||
Leverage ratio | 1% | |||||||||||||
Preferred Shares B | ||||||||||||||
Long Term Loan | ||||||||||||||
Warrant exercised | $ 57,659 | |||||||||||||
Issuance of shares following SPAC transaction | 4,990,000 | |||||||||||||
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 | $ 900,000 | $ 1,100,000 | ||||||||||||
First loan | Israeli subsidiary | ||||||||||||||
Long Term Loan | ||||||||||||||
Loan amount | $ 2,000,000 | |||||||||||||
Loan term | 36 months | |||||||||||||
Interest rate adjustment (as a percent) | 6.90% | |||||||||||||
Warrant granted for shares | $ 400,000 | |||||||||||||
Warrants term | 6 years | |||||||||||||
Warrants' fair value | $ 311,000 | |||||||||||||
Second loan | Israeli subsidiary | ||||||||||||||
Long Term Loan | ||||||||||||||
Loan amount | $ 3,000,000 | $ 5,000,000 | ||||||||||||
Number of loans portions | Portion | 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 | $ 375,000 | $ 625,000 | ||||||||||||
Warrants' fair value | 295,000 | 471,000 | ||||||||||||
State-guaranteed bank loan | Israeli subsidiary | ||||||||||||||
Long Term Loan | ||||||||||||||
Waiver of alternative payment | $ 800,000 | $ 800,000 | $ 320,000 | |||||||||||
Loan agreement with Liquidity Capital II L.P | Israeli subsidiary | ||||||||||||||
Long Term Loan | ||||||||||||||
Loan amount | $ 2,300,000 | $ 5,000,000 | ||||||||||||
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 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 | |||||||||||||
Qualified Public Offering Term | 12 months | |||||||||||||
Interest rate (as a percent) | 9.5% | |||||||||||||
Basis points of increase in interest rate | 100 | |||||||||||||
Pay in kind interest payable company completes QPO (as a percent) | 100% | |||||||||||||
PIK interest | $ 3,988,000 | |||||||||||||
Shares issued | shares | 808,907 | |||||||||||||
Repayments of borrowings | $ 19,100,000 | |||||||||||||
Repayment of debt to shareholder | 5,300,000 | |||||||||||||
Repayment of debt to financial institutions | 13,800,000 | |||||||||||||
Fair value of loan | 50,073,000 | |||||||||||||
Long Term Loan | Francisco Partners L.P | Level 3 | ||||||||||||||
Long Term Loan | ||||||||||||||
Issuance shares | $ 1,978,000 | |||||||||||||
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 | Thereafter | ||||||||||||||
Long Term Loan | ||||||||||||||
Pay in kind interest payable (as a percent) | 50% | |||||||||||||
Long Term Loan | Francisco Partners L.P | Minimum | ||||||||||||||
Long Term Loan | ||||||||||||||
Loan term | 2 years 6 months | |||||||||||||
Long Term Loan | Francisco Partners L.P | Maximum | ||||||||||||||
Long Term Loan | ||||||||||||||
Loan term | 4 years | |||||||||||||
Interest rate adjustment (as a percent) | 11.50% |
LONG TERM LOANS FROM FINANCIA_4
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET - Schedule of loans at balance sheet date (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
LOAN FROM SHAREHOLDER | ||
Long term loans from financial institutions | $ 54,926 | $ 6,943 |
Current maturities | $ 0 | $ 6,334 |
LONG TERM LOANS FROM FINANCIA_5
LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET - Financial covenants - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019 USD ($) | |
Long Term Loan | |
Minimum total cash balance required | $ 10,000 |
Francisco Partners L.P | Minimum | |
Long Term Loan | |
Leverage ratio | 6% |
Francisco Partners L.P | Maximum | |
Long Term Loan | |
Leverage ratio | 1% |
Israeli subsidiary | |
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_ Narrativ
LOAN FROM SHAREHOLDER: Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 24, 2022 | Apr. 30, 2022 | Mar. 31, 2020 | Dec. 31, 2022 | |
Disclosure of detailed information about borrowings [line items] | ||||
Warrants exercise terms | 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 $5 million) at an option price per share (hereinafter - "the exercise price") equal to $6.078 in exchange for preferred shares in a total amount not less than $500 before the start date. The warrants were classified to equity and were first booked at fair value. | |||
Mr. Alfred H. Moses and Mark Jacobsen [Member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Amount of warrants exercisable into shares | $ 5,000 | |||
Shareholder | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Loan amount | $ 5,000 | |||
Loan term | 36 months | |||
Proceeds from life insurance | $ 5,400 | |||
Transfer of shareholders warrant to another shareholder description | Mr. Alfred H. Moses assigned 50% of his Shareholder’s Warrant to another shareholder, Mr. Mark Jacobsen | |||
Number of preferred shares converted into Ordinary shares | 860,802 | |||
Shareholder | Mr. Yoel Gat [Member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Amount of insurance policy taken as guarantee | $ 5,000 | |||
Shareholder | Mr. Alfred H. Moses [Member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Number of shares issued warrants exercise | 411,320 | |||
Shareholder | Mr. Mark Jacobsen [Member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Number of shares issued warrants exercise | 411,320 | |||
Shareholder | Mr. Alfred H. Moses and Mark Jacobsen [Member] | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Number of shares issued warrants exercise | 822,640 | |||
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] | ||||
Additional interest rate basis points | 200% | |||
Shareholder | Every six months | ||||
Disclosure of detailed information about borrowings [line items] | ||||
Additional interest rate basis points | 50% |
RELATED PARTIES_ - Narrative (D
RELATED PARTIES: - Narrative (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | 20 Months Ended | 24 Months Ended | |||||||||
Sep. 13, 2022 | Dec. 24, 2020 USD ($) | Feb. 14, 2020 USD ($) Agreement | Feb. 06, 2018 USD ($) Agreement | May 04, 2017 | Oct. 31, 2022 USD ($) | Dec. 31, 2020 shares | May 31, 2018 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2020 USD ($) | |
RELATED PARTIES: | ||||||||||||||
Number of options to purchase shares approved | 1,470 | 1,569 | ||||||||||||
SPAC Transaction [Member] | ||||||||||||||
RELATED PARTIES: | ||||||||||||||
Amount of monthly compensation | $ 85,000 | |||||||||||||
Success bonus | $ 2,000,000 | |||||||||||||
Approved subject consummation SPAC transaction | In February 2022 the Company’s board of directors approved subject to the consummation of a SPAC transaction or IPO an update of the monthly management fee starting in January 2022 to the amount of $85 and reimbursement of other monthly expenses and updated the rates of the Yearly Bonus and Annual Bonus to 1%. On January 31, 2022 the board approved a bonus of $2 million for the completion of the loan from Francisco Partners (See Note 11e). | |||||||||||||
Ilan Gat Engineers Ltd | Service agreement with related parties | ||||||||||||||
RELATED PARTIES: | ||||||||||||||
Amount of monthly compensation | $ 110,000 | $ 100,000 | $ 50,000 | |||||||||||
Description of management fees | According to this agreement, as of 2018, the management fees will be paid to Ilan Gat, which consists of a monthly management fees of $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 $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 $110 and reimbursement of other monthly expenses and a yearly bonus of 0.67% for Yoel Gat’s services and 0.67% for Simona Gat’s services out of the incremental year to year growth in Equity in the consolidated financial statements of the Company effective 2021 and Annual Bonus of 0.67% for Yoel Gat’s services and 0.67% for Simona Gat’s services out of the incremental year to year growth in revenues of the Company each year effective 2021 . On December 24th, 2020 and on January 4th, 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. | |||||||||||||
Mr. Yoel Gat | Service agreement with related parties | ||||||||||||||
RELATED PARTIES: | ||||||||||||||
Number of options to purchase shares approved | 1,300,000 | |||||||||||||
Ms. Simona Gat | Service agreement with related parties | ||||||||||||||
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 | |||||||||||
Description of management fees | (i) management fees of $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 $50 and reimbursement of other monthly expenses. On December 24th, 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. 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 $55 and reimbursement of other monthly expenses and a yearly bonus of 0.67% out of the incremental year to year growth in Equity in the consolidated financial statements of the Company effective 2021 and (“Yearly Bonus”) Annual Bonus of 0.67% out of the incremental year to year growth in revenues of the Company each year effective 2021 (“Annual Bonus”). | |||||||||||||
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 | |||||||||||||
Shareholder | SPAC Transaction [Member] | ||||||||||||||
RELATED PARTIES: | ||||||||||||||
Amount of monthly compensation | $ 100,000 | |||||||||||||
Success bonus | $ 2,000,000 | |||||||||||||
Approved subject consummation SPAC transaction | On September 13, 2022 and on September 29, 2022 the board and the shareholders, respectively approved subject to the consummation of a SPAC transaction (1) an update of the monthly management fee starting in October 2022 to the amount of $100 and reimbursement of other monthly expenses (2) updated the rates of the Yearly Bonus and Annual Bonus to 2% from 2023 and (3) a success bonus of $2 million. | |||||||||||||
Mr. Leibovitch | Service agreement with related parties | ||||||||||||||
RELATED PARTIES: | ||||||||||||||
Number of options to purchase shares approved | 1,300,000 |
RELATED PARTIES_ - Schedule of
RELATED PARTIES: - Schedule of transactions with related parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Jet Talk | ||
Disclosure of transactions between related parties [line items] | ||
Revenues | $ 0 | $ 3,116 |
IDirect | ||
Disclosure of transactions between related parties [line items] | ||
Revenues | $ 489 | $ 2,074 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Ilan Gat (Yoel Gat) | ||
Disclosure of transactions between related parties | ||
Holding Rate | 22.50% | |
Salary and related expenses | $ 660 | |
Expected Bonus | 76 | |
Share-Based Payments | $ 39 | |
Ilan Gat (Simona Gat) | ||
Disclosure of transactions between related parties | ||
Holding Rate | 19.80% | 0% |
Salary and related expenses | $ 660 | $ 660 |
Expected Bonus | 40 | 76 |
Share-Based Payments | $ 39 | $ 39 |
Raysat (Yoav Leibovitch) | ||
Disclosure of transactions between related parties | ||
Holding Rate | 27.04% | 12.20% |
Salary and related expenses | $ 5,065 | $ 660 |
Expected Bonus | 60 | 76 |
Share-Based Payments | $ 39 | $ 39 |
RELATED PARTIES_ - Outstanding
RELATED PARTIES: - Outstanding balances with related parties (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Total Assets | $ 1,836 | $ 1,685 |
Liabilities | ||
Total Liabilities | 408 | 2,149 |
Contract assets (Jet Talk) | ||
ASSETS | ||
Total Assets | 1,679 | 1,685 |
Raysat Israel Ltd. | ||
Liabilities | ||
Total Liabilities | 160 | 605 |
Ilan Gat Engineers Ltd | ||
Liabilities | ||
Total Liabilities | 95 | 1,210 |
Shareholder | ||
Liabilities | ||
Total Liabilities | 0 | 334 |
Bonus Accrued to former CEO | ||
Liabilities | ||
Total Liabilities | 100 | 0 |
Jet Talk | ||
ASSETS | ||
Total Assets | 157 | 0 |
Liabilities | ||
Total Liabilities | $ 53 | $ 0 |
FINANCIAL INSTRUMENTS - RISK _3
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 11, 2022 | Dec. 08, 2022 | Oct. 27, 2022 | Dec. 31, 2022 | |
Financial Instruments [Line Items] | ||||
Value of new warrants | $ 3,906,000 | |||
Warrant equity | 3,490,000 | |||
Warrant liability | $ 416,000 | |||
Marked price of warrants derivatives | $ 0.22 | $ 0.28 | ||
Price adjustment shares | ||||
Financial Instruments [Line Items] | ||||
Number of shares issued | 27,500,000 | |||
Description of vesting requirements | The Price Adjustment Shares vest upon three price adjustment achievement dates: (i) one-third of the Price Adjustment Shares will vest if at any time forty-five (45) days after the date of effectiveness of the applicable registration statement (file no. 333-268510) and within the 10-year period following the closing, the volume weighted average price (“VWAP”) of SatixFy Ordinary Shares is greater than or equal to $12.50 for any seven (7) trading days within a period of 30 consecutive trading days, (ii) one-third of the Price Adjustment Shares will vest if at any time forty-five (45) days after the date of effectiveness of the applicable registration statement (file no. 333-268510) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $14.00 for any seven (7) trading days within a period of 30 consecutive trading days and one-third of the Price Adjustment Shares will vest if at any time forty-five (45) days after the date of effectiveness of the applicable registration statement (file no. 333-268510) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $15.50 for any seven (7) trading days within a period of 30 consecutive trading days. | |||
Description of influence of change in control transaction on price adjustment shares | In the event of a SatixFy change in control transaction within ten (10) years following the closing of the Business Combination, all of the unvested Price Adjustment Shares not earlier vested will vest immediately prior to the closing of such change in control. If the Price Adjustment Shares do not vest according to the achievement dates in the Business Combination Agreement, or if a change of control has not occurred after the Closing and prior to the date that is ten (10) years following the Closing Date, then any unvested Price Adjustment Shares shall automatically be forfeited back to SatixFy for no consideration. | |||
Value of shares issued | $ 212,675,000 | |||
Total value of Equity shares under derivatives | 191,132,000 | |||
Total value of liability shares under derivatives | $ 21,543,000 | |||
Risk-free rate | 3.96% | 3.88% | ||
Expected exercise period | 10 years 4 months 1 day | 10 years 1 month 28 days | ||
Expected volatility (as a percent) | 50% | 50% | ||
Weighted average share price | $ 7.73 | $ 7.14 | ||
Price adjustment shares | Founders | ||||
Financial Instruments [Line Items] | ||||
Number of shares issued | 27,000,000 | |||
Price adjustment shares | Yoav Leibovitch | ||||
Financial Instruments [Line Items] | ||||
Number of shares issued | 18,000,000 | |||
Price adjustment shares | Simona Gat | ||||
Financial Instruments [Line Items] | ||||
Number of shares issued | 9,000,000 | |||
SPAC public warrant | ||||
Financial Instruments [Line Items] | ||||
Number of new warrants exercised | 3,364,000 | |||
Number of shares issued | 553,692 | |||
Pipe warrant | ||||
Financial Instruments [Line Items] | ||||
Number of new warrants exercised | 935,000 | |||
Proceeds from of warrants | $ 1,500 | |||
Number of shares issued | 2,000,000 | |||
Business combination agreement SPAC transaction [Member] | SPAC private warrant | ||||
Financial Instruments [Line Items] | ||||
Number of new warrants issued | 7,630,000 | |||
Business combination agreement SPAC transaction [Member] | SPAC public warrant | ||||
Financial Instruments [Line Items] | ||||
Number of new warrants issued | 10,000,000 | |||
Business combination agreement SPAC transaction [Member] | Pipe warrant | ||||
Financial Instruments [Line Items] | ||||
Number of new warrants issued | 1,000,000 |
FINANCIAL INSTRUMENTS - RISK _4
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Schedule of credit risk (Details) - Credit risk - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Credit risk | ||
Maximum exposure to credit risk | $ 61,282 | $ 11,386 |
Cash | ||
Credit risk | ||
Maximum exposure to credit risk | 11,934 | 3,854 |
Trade accounts receivables | ||
Credit risk | ||
Maximum exposure to credit risk | 1,295 | 806 |
Other accounts receivable | ||
Credit risk | ||
Maximum exposure to credit risk | 2,166 | 711 |
FPA | ||
Credit risk | ||
Maximum exposure to credit risk | 40,852 | 0 |
Contract assets | ||
Credit risk | ||
Maximum exposure to credit risk | $ 5,035 | $ 6,015 |
FINANCIAL INSTRUMENTS - RISK _5
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Schedule of currency risk (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
NIS | ||
Risk management | ||
Exposure to risk | $ (1,977) | $ (6,906) |
EUR | ||
Risk management | ||
Exposure to risk | 1,711 | (138) |
GBP | ||
Risk management | ||
Exposure to risk | 3,977 | (316) |
Currency risk | ||
Risk management | ||
Exposure to risk | (2,733) | (17,045) |
Currency risk | NIS | ||
Risk management | ||
Exposure to risk | (1,977) | (6,906) |
Currency risk | EUR | ||
Risk management | ||
Exposure to risk | 1,710 | (138) |
Currency risk | GBP | ||
Risk management | ||
Exposure to risk | 3,977 | 316 |
Currency risk | USD | ||
Risk management | ||
Exposure to risk | (6,443) | (9,685) |
Currency risk | Cash | ||
Risk management | ||
Exposure to risk | 11,934 | 3,854 |
Currency risk | Cash | NIS | ||
Risk management | ||
Exposure to risk | 1,281 | 747 |
Currency risk | Cash | EUR | ||
Risk management | ||
Exposure to risk | 640 | 19 |
Currency risk | Cash | GBP | ||
Risk management | ||
Exposure to risk | 607 | 2,454 |
Currency risk | Cash | USD | ||
Risk management | ||
Exposure to risk | 9,406 | 634 |
Currency risk | Trade receivables | ||
Risk management | ||
Exposure to risk | 1,295 | 806 |
Currency risk | Trade receivables | NIS | ||
Risk management | ||
Exposure to risk | 0 | 80 |
Currency risk | Trade receivables | EUR | ||
Risk management | ||
Exposure to risk | 187 | 77 |
Currency risk | Trade receivables | GBP | ||
Risk management | ||
Exposure to risk | 804 | 608 |
Currency risk | Trade receivables | USD | ||
Risk management | ||
Exposure to risk | 304 | 41 |
Currency risk | Other accounts receivable | ||
Risk management | ||
Exposure to risk | 711 | |
Currency risk | Other accounts receivable | NIS | ||
Risk management | ||
Exposure to risk | 0 | |
Currency risk | Other accounts receivable | EUR | ||
Risk management | ||
Exposure to risk | 711 | |
Currency risk | Other accounts receivable | GBP | ||
Risk management | ||
Exposure to risk | 0 | |
Currency risk | Other accounts receivable | USD | ||
Risk management | ||
Exposure to risk | 0 | |
Currency risk | Prepaid expenses and other | ||
Risk management | ||
Exposure to risk | 2,166 | |
Currency risk | Prepaid expenses and other | NIS | ||
Risk management | ||
Exposure to risk | 0 | |
Currency risk | Prepaid expenses and other | EUR | ||
Risk management | ||
Exposure to risk | 2,149 | |
Currency risk | Prepaid expenses and other | GBP | ||
Risk management | ||
Exposure to risk | 0 | |
Currency risk | Prepaid expenses and other | USD | ||
Risk management | ||
Exposure to risk | 17 | |
Currency risk | Derivatives FPA | ||
Risk management | ||
Exposure to risk | 40,852 | |
Currency risk | Derivatives FPA | NIS | ||
Risk management | ||
Exposure to risk | 0 | |
Currency risk | Derivatives FPA | EUR | ||
Risk management | ||
Exposure to risk | 0 | |
Currency risk | Derivatives FPA | GBP | ||
Risk management | ||
Exposure to risk | 0 | |
Currency risk | Derivatives FPA | USD | ||
Risk management | ||
Exposure to risk | 40,852 | |
Currency risk | Contract assets | ||
Risk management | ||
Exposure to risk | 5,035 | 6,015 |
Currency risk | Contract assets | NIS | ||
Risk management | ||
Exposure to risk | 0 | 0 |
Currency risk | Contract assets | EUR | ||
Risk management | ||
Exposure to risk | 0 | 0 |
Currency risk | Contract assets | GBP | ||
Risk management | ||
Exposure to risk | 3,720 | 1,248 |
Currency risk | Contract assets | USD | ||
Risk management | ||
Exposure to risk | 1,315 | 4,767 |
Currency risk | Financial assets | ||
Risk management | ||
Exposure to risk | 61,282 | 11,386 |
Currency risk | Financial assets | NIS | ||
Risk management | ||
Exposure to risk | 1,281 | 827 |
Currency risk | Financial assets | EUR | ||
Risk management | ||
Exposure to risk | 2,976 | 807 |
Currency risk | Financial assets | GBP | ||
Risk management | ||
Exposure to risk | 5,131 | 4,310 |
Currency risk | Financial assets | USD | ||
Risk management | ||
Exposure to risk | 51,894 | 5,442 |
Currency risk | Current maturities long-term loans | ||
Risk management | ||
Exposure to risk | 0 | (6,334) |
Currency risk | Current maturities long-term loans | NIS | ||
Risk management | ||
Exposure to risk | 0 | (508) |
Currency risk | Current maturities long-term loans | EUR | ||
Risk management | ||
Exposure to risk | 0 | 0 |
Currency risk | Current maturities long-term loans | GBP | ||
Risk management | ||
Exposure to risk | 0 | 0 |
Currency risk | Current maturities long-term loans | USD | ||
Risk management | ||
Exposure to risk | 0 | (5,826) |
Currency risk | Trade payables | ||
Risk management | ||
Exposure to risk | (1,460) | (8,522) |
Currency risk | Trade payables | NIS | ||
Risk management | ||
Exposure to risk | (614) | (518) |
Currency risk | Trade payables | EUR | ||
Risk management | ||
Exposure to risk | (324) | (945) |
Currency risk | Trade payables | GBP | ||
Risk management | ||
Exposure to risk | (433) | (3,594) |
Currency risk | Trade payables | USD | ||
Risk management | ||
Exposure to risk | (89) | (3,465) |
Currency risk | Payables and credit balances | ||
Risk management | ||
Exposure to risk | (7,629) | (6,632) |
Currency risk | Payables and credit balances | NIS | ||
Risk management | ||
Exposure to risk | (2,644) | (5,164) |
Currency risk | Payables and credit balances | EUR | ||
Risk management | ||
Exposure to risk | (942) | 0 |
Currency risk | Payables and credit balances | GBP | ||
Risk management | ||
Exposure to risk | (721) | (1,032) |
Currency risk | Payables and credit balances | USD | ||
Risk management | ||
Exposure to risk | (3,322) | (436) |
Currency risk | Current financial liabilities | ||
Risk management | ||
Exposure to risk | (9,089) | (21,488) |
Currency risk | Current financial liabilities | NIS | ||
Risk management | ||
Exposure to risk | (3,258) | (6,190) |
Currency risk | Current financial liabilities | EUR | ||
Risk management | ||
Exposure to risk | (1,266) | (945) |
Currency risk | Current financial liabilities | GBP | ||
Risk management | ||
Exposure to risk | (1,154) | (4,626) |
Currency risk | Current financial liabilities | USD | ||
Risk management | ||
Exposure to risk | (3,411) | (9,727) |
Currency risk | Long term loans from banks | ||
Risk management | ||
Exposure to risk | (54,926) | (6,943) |
Currency risk | Long term loans from banks | NIS | ||
Risk management | ||
Exposure to risk | 0 | (1,543) |
Currency risk | Long term loans from banks | EUR | ||
Risk management | ||
Exposure to risk | 0 | 0 |
Currency risk | Long term loans from banks | GBP | ||
Risk management | ||
Exposure to risk | 0 | 0 |
Currency risk | Long term loans from banks | USD | ||
Risk management | ||
Exposure to risk | $ (54,926) | $ (5,400) |
FINANCIAL INSTRUMENTS - RISK _6
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Schedule of sensitivity analysis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
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 | $ (1,977) | $ (6,906) |
Increase (decrease) in equity and profit and loss | $ (198) | $ (690) |
EUR | ||
Risk management | ||
Percent increase in risk assumption | 10% | 10% |
Increase (decrease) in equity and profit and loss | $ 1,711 | $ (138) |
Increase (decrease) in equity and profit and loss | $ 171 | $ (14) |
GBP | ||
Risk management | ||
Percent increase in risk assumption | 10% | 10% |
Increase (decrease) in equity and profit and loss | $ 3,977 | $ (316) |
Increase (decrease) in equity and profit and loss | $ 398 | $ (32) |
FINANCIAL INSTRUMENTS - RISK _7
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Schedule of liquidity risks (Details) - Liquidity risk - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Risk management | ||
Undiscounted cash flows | $ 110,452 | $ 38,329 |
Current maturities long-term loans | ||
Risk management | ||
Undiscounted cash flows | 0 | 6,334 |
Liabilities in respect of leases-ST | ||
Risk management | ||
Undiscounted cash flows | 1,021 | 989 |
Trade payables | ||
Risk management | ||
Undiscounted cash flows | 1,460 | 8,522 |
Payables to related parties | ||
Risk management | ||
Undiscounted cash flows | 0 | 2,149 |
Other Accounts Payable | ||
Risk management | ||
Undiscounted cash flows | 7,843 | 4,483 |
Long term loans from banks | ||
Risk management | ||
Undiscounted cash flows | 77,543 | 6,943 |
Liabilities in respect of leases-LT | ||
Risk management | ||
Undiscounted cash flows | 2,280 | 2,984 |
Loan from Shareholder | ||
Risk management | ||
Undiscounted cash flows | 0 | 4,533 |
Derivatives Liabilities | ||
Risk management | ||
Undiscounted cash flows | 20,305 | 1,392 |
Within 30 days | ||
Risk management | ||
Undiscounted cash flows | 4,054 | 580 |
Within 30 days | Current maturities long-term loans | ||
Risk management | ||
Undiscounted cash flows | 0 | 448 |
Within 30 days | Liabilities in respect of leases-ST | ||
Risk management | ||
Undiscounted cash flows | 269 | 132 |
Within 30 days | Trade payables | ||
Risk management | ||
Undiscounted cash flows | 251 | 0 |
Within 30 days | Payables to related parties | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
Within 30 days | Other Accounts Payable | ||
Risk management | ||
Undiscounted cash flows | 3,534 | 0 |
Within 30 days | Long term loans from banks | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
Within 30 days | Liabilities in respect of leases-LT | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
Within 30 days | Loan from Shareholder | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
Within 30 days | Derivatives Liabilities | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
Year one | ||
Risk management | ||
Undiscounted cash flows | 6,270 | 23,289 |
Year one | Current maturities long-term loans | ||
Risk management | ||
Undiscounted cash flows | 0 | 5,886 |
Year one | Liabilities in respect of leases-ST | ||
Risk management | ||
Undiscounted cash flows | 752 | 857 |
Year one | Trade payables | ||
Risk management | ||
Undiscounted cash flows | 1,209 | 8,522 |
Year one | Payables to related parties | ||
Risk management | ||
Undiscounted cash flows | 0 | 2,149 |
Year one | Other Accounts Payable | ||
Risk management | ||
Undiscounted cash flows | 4,309 | 4,483 |
Year one | Long term loans from banks | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
Year one | Liabilities in respect of leases-LT | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
Year one | Loan from Shareholder | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
Year one | Derivatives Liabilities | ||
Risk management | ||
Undiscounted cash flows | 0 | 1,392 |
1-5 years | ||
Risk management | ||
Undiscounted cash flows | 100,128 | 14,460 |
1-5 years | Current maturities long-term loans | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
1-5 years | Liabilities in respect of leases-ST | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
1-5 years | Trade payables | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
1-5 years | Payables to related parties | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
1-5 years | Other Accounts Payable | ||
Risk management | ||
Undiscounted cash flows | 0 | 0 |
1-5 years | Long term loans from banks | ||
Risk management | ||
Undiscounted cash flows | 77,543 | 6,943 |
1-5 years | Liabilities in respect of leases-LT | ||
Risk management | ||
Undiscounted cash flows | 2,280 | 2,984 |
1-5 years | Loan from Shareholder | ||
Risk management | ||
Undiscounted cash flows | 0 | 4,533 |
1-5 years | Derivatives Liabilities | ||
Risk management | ||
Undiscounted cash flows | $ 20,305 | $ 0 |
FINANCIAL INSTRUMENTS - RISK _8
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Schedule of fair value of financial instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Warrants Liabilities | |||
Fair value of financial liabilities | |||
Financial liabilities | $ 0 | $ 1,392 | $ 1,118 |
Price adjustment shares | |||
Fair value of financial liabilities | |||
Financial liabilities | 19,898 | 0 | |
Recurring | Level 3 | |||
Fair value of financial liabilities | |||
Financial liabilities | 20,305 | 1,392 | |
Recurring | Warrants Liabilities | Level 3 | |||
Fair value of financial liabilities | |||
Financial liabilities | 0 | 1,392 | |
Recurring | SPAC public warrant | Level 3 | |||
Fair value of financial liabilities | |||
Financial liabilities | 286 | 0 | |
Recurring | SPAC private warrant | Level 3 | |||
Fair value of financial liabilities | |||
Financial liabilities | 121 | 0 | |
Recurring | Price adjustment shares | Level 3 | |||
Fair value of financial liabilities | |||
Financial liabilities | $ 19,898 | $ 0 |
FINANCIAL INSTRUMENTS - RISK _9
FINANCIAL INSTRUMENTS - RISK MANAGEMENT - Schedule of warrant liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivatives Liabilities | ||
Change in fair value of liabilities | ||
Balance at beginning | $ 1,392 | $ 1,118 |
Issuance of warrants | 74 | |
Exercise of warrants to shares | (397) | |
Exercise of warrants to cash (adjustment to other accounts payables) | (800) | |
Changes in fair value recognized in finance expenses | (195) | 200 |
Balance at ending | 0 | 1,392 |
SPAC Warrant | ||
Change in fair value of liabilities | ||
Balance at beginning | 0 | |
Issuance of warrants | 416 | |
Exercise of warrants to shares | (881) | |
Changes in fair value recognized in finance expenses | 872 | |
Balance at ending | 407 | 0 |
Price adjustment shares | ||
Change in fair value of liabilities | ||
Balance at beginning | 0 | |
Issuance of warrants | 21,543 | |
Changes in fair value recognized in finance expenses | (1,645) | |
Balance at ending | $ 19,898 | $ 0 |
LIABILITY FOR ROYALTIES PAYAB_3
LIABILITY FOR ROYALTIES PAYABLE Schedule of liability for royalties payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
LIABILITY FOR ROYALTIES PAYABLE | ||
At January 1 | $ 1,368 | $ 1,596 |
Principal Payments | (429) | (488) |
Amounts recognized as an offset from research and development expenses | (210) | (340) |
Revaluation of the liability | 378 | 600 |
As of December 31 | $ 1,107 | $ 1,368 |
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% |
FORWARED PURCHASE AGREEMENT - (
FORWARED PURCHASE AGREEMENT - (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 27, 2022 USD ($) Year $ / shares | Dec. 31, 2022 USD ($) Year | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 23, 2023 USD ($) | |
Disclosure of detailed information about business combination [line items] | |||||
Funds paid for the shares | $ 86,500 | $ 1,362 | $ 0 | $ 0 | |
Cash transferred | $ 10,000 | ||||
Equity interests of acquirer | 8,400 | ||||
Vellar Opportunity Fund Spv Llc [Member] | |||||
Disclosure of detailed information about business combination [line items] | |||||
Equity interests of acquirer | $ 1,600 | ||||
Vellar Opportunity Fund Spv Llc [Member] | Forward Purchase Agreement [Member] | Business combinations [member] | |||||
Disclosure of detailed information about business combination [line items] | |||||
Risk-free rate | 4.30% | 4.27% | |||
Volatility | 50% | 50% | |||
Contractual time | Year | 3 | 2.824 | |||
Share price | $ / shares | $ 8.29 |
FORWARED PURCHASE AGREEMENT (De
FORWARED PURCHASE AGREEMENT (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disclosure Of Forwared Purchase Agreement [Abstract] | |
At January 1 | $ 0 |
FPA (SPAC transactions)- Assets | 42,502 |
FPA (SPAC transactions)- Liability | (13,306) |
FPA (SPAC transactions) net | 29,196 |
Revaluation as of 21.11.2022 | (36,692) |
Issuance of shares in 21.11.2022 | 49,998 |
Revaluation as of 31.12.2022 | (1,650) |
As of December 31 | $ 40,852 |
EQUITY - Schedule of ordinary s
EQUITY - Schedule of ordinary shares and preferred shares (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 07, 2022 shares | Sep. 04, 2017 USD ($) shares | Aug. 21, 2017 USD ($) Agreement shares | Mar. 28, 2017 USD ($) shares | Feb. 07, 2017 USD ($) Agreement shares | Jan. 26, 2017 USD ($) Agreement shares | Oct. 27, 2022 shares | Jun. 24, 2022 shares | Nov. 30, 2015 USD ($) Shareholders $ / shares shares | Dec. 31, 2022 $ / shares | |
EQUITY | ||||||||||
Warrants exercise price | $ / shares | $ 9.36 | |||||||||
Warrant exercised (in shares) | 6,520 | |||||||||
Share split exchange ratio | 1.046 | |||||||||
Preferred A Shares | ||||||||||
EQUITY | ||||||||||
Number of shareholders to whom warrants were issued | Shareholders | 2 | |||||||||
Total exercise price of warrants | $ | $ 1,500,000 | |||||||||
Number of Preferred shares called by warrants | 455 | |||||||||
Warrants exercise price | $ / shares | $ 3.295 | |||||||||
Conversion ratio | 1 | |||||||||
Threshold minimum offer valuation price of the Company as a percentage of Preferred Shares Subscription Price | 200% | |||||||||
Liquidation preference, additional percentage | 800% | |||||||||
Preferred B Shares | ||||||||||
EQUITY | ||||||||||
Conversion ratio | 1 | |||||||||
Number of Securities Purchase Agreements entered into | Agreement | 2 | 2 | ||||||||
Shares issued | 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 | 3 | |||||||||
Warrant exercised (in shares) | 57,659,000 | |||||||||
Preferred C Shares | ||||||||||
EQUITY | ||||||||||
Conversion ratio | 1 | |||||||||
Threshold minimum offer valuation price of the Company as a percentage of Preferred Shares Subscription Price | 200% | |||||||||
Number of Securities Purchase Agreements entered into | Agreement | 3 | |||||||||
Shares issued | 33 | 823 | ||||||||
Total consideration | $ | $ 200,000 | $ 5.002 | ||||||||
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 | 3 | |||||||||
Warrant exercised (in shares) | 860,802 |
EQUITY - Schedule of share opti
EQUITY - Schedule of share option plan (Details) | 12 Months Ended | ||||
May 04, 2017 $ / shares shares | Sep. 04, 2013 $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Share Option Plan | |||||
Number of options granted | 1,470 | 1,569 | |||
Number of options exercised by employees | 236 | 61 | |||
Number of options outstanding | 7,635 | 8,067 | 6,755 | ||
Number of options exercisable | 3,316 | 3,471 | |||
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 | 1,405,568 | 1,499,577 | |||
Number of options exercised by employees | 225,964 | 58,447 | |||
Number of options outstanding | 7,297,303 | 7,709,809 | |||
Number of options exercisable | 3,169,039 | ||||
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, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) | |
Share options outstanding and exercisable | |||
Number of options outstanding | 7,635 | 8,067 | 6,755 |
Number of options exercisable | 3,316 | 3,471 | |
Options Exercisable, Exercise Price | $ / shares | $ 0.87 | $ 0.7 | |
Stock options outstanding, one | |||
Share options outstanding and exercisable | |||
Number of options outstanding | 822 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 25 days | ||
Number of options exercisable | 822 | ||
Options Exercisable, Exercise Price | $ / shares | $ 0.0001 | ||
Stock options outstanding, two | |||
Share options outstanding and exercisable | |||
Number of options outstanding | 589 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 2 months 1 day | ||
Number of options exercisable | 589 | ||
Options Exercisable, Exercise Price | $ / shares | $ 0.536 | ||
Stock options outstanding, three | |||
Share options outstanding and exercisable | |||
Number of options outstanding | 272 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 5 months 12 days | ||
Number of options exercisable | 272 | ||
Options Exercisable, Exercise Price | $ / shares | $ 0.55 | ||
Stock options outstanding, four | |||
Share options outstanding and exercisable | |||
Number of options outstanding | 1,326 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 2 months 26 days | ||
Number of options exercisable | 1,189 | ||
Options Exercisable, Exercise Price | $ / shares | $ 1.102 | ||
Stock options outstanding, five | |||
Share options outstanding and exercisable | |||
Number of options outstanding | 4,626 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 6 months 18 days | ||
Number of options exercisable | 444 | ||
Options Exercisable, Exercise Price | $ / shares | $ 2.5 |
EQUITY - Schedule of number of
EQUITY - Schedule of number of share options and weighted average exercise price (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Disclosure of classes of share capital [abstract] | ||
Number of Options, Outstanding at the beginning of year | $ | 8,067 | 6,755 |
Number of Options, Changes during the year: | ||
Number of options granted | $ | 1,470 | 1,569 |
Number of options exercised | $ | 236 | 61 |
Number of Options, Forfeited | $ | 1,666 | 196 |
Number of Options, Outstanding at end of year | $ | 7,635 | 8,067 |
Number of options exercisable | $ | 3,316 | 3,471 |
Weighted Average Exercise Price, Options outstanding at the beginning of year | $ / shares | $ 1.72 | $ 1.57 |
Weighted Average Exercise Price, Changes during the year: | ||
Weighted Average Exercise Price, Granted | $ / shares | 2.5 | 2.34 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.42 | 1.1 |
Weighted Average Exercise Price, Forfeited | $ / shares | 0.22 | 1.83 |
Weighted Average Exercise Price, Options outstanding at end of year | $ / shares | 1.76 | 1.72 |
Options Exercisable, Exercise Price | $ / shares | $ 0.87 | $ 0.7 |
EQUITY - Schedule of fair value
EQUITY - Schedule of fair value assumptions of share options (Details) - Year | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 - Narrativ
MATERIAL COMMITMENTS - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 27, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
MATERIAL COMMITMENTS | ||||
Government grants to finance it's research and development programs | $ 6,334,000 | |||
Royalty amount included in government grants | $ 3,289,000 | |||
Maximum royalty to government grants (in percent) | 100% | |||
Accrued royalty expense | $ 314,000 | $ 916,000 | ||
Contingent liability | $ 1,107,000 | $ 1,368,000 | ||
Discounting interest rate on royalty | 20% | 20% | ||
Covenants descriptions | The Francisco Partners loan has several Covenants- See note 11. | |||
Royalty commitments descriptions | 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 | |||
Subscription Agreement With Sensegain Prodigy Cayman Fund [Member] | ||||
MATERIAL COMMITMENTS | ||||
Agreement amount | $ 29,100,000 | |||
Proceeds from private investment in public equity | $ 20,000,000 | |||
Minimum | ||||
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 | ||||
Agency participation in cost (in percent) | 75% | |||
Royalty to be paid on total sales of these programs (in percent) | 4% | |||
Accrued royalty expense to revenue (in percent) | 4% |
REVENUES - Schedule of revenues
REVENUES - Schedule of revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | |||
Revenues | $ 10,626 | $ 21,720 | $ 10,632 |
US | |||
REVENUES | |||
Revenues | 9,310 | 13,196 | 0 |
Canada | |||
REVENUES | |||
Revenues | 9,310 | 13,196 | 0 |
UK | |||
REVENUES | |||
Revenues | 1,070 | 7,325 | 10,316 |
Other | |||
REVENUES | |||
Revenues | 246 | 1,199 | 316 |
Jet Talk | |||
REVENUES | |||
Revenues | $ 0 | $ 3,116 | $ 7,279 |
Percentage of revenues | 0% | 14% | 68% |
Airbus | |||
REVENUES | |||
Revenues | $ 318 | $ 3,256 | $ 3,683 |
Percentage of revenues | 3% | 15% | 35% |
Telesat | |||
REVENUES | |||
Revenues | $ 5,326 | $ 8,400 | $ 0 |
Percentage of revenues | 50% | 39% | 0% |
IDirect | |||
REVENUES | |||
Revenues | $ 489 | $ 2,074 | $ 0 |
Percentage of revenues | 5% | 10% | 0% |
Trustcom | |||
REVENUES | |||
Revenues | $ 1,108 | $ 0 | $ 0 |
Percentage of revenues | 10% | 0% | 0% |
MDA | |||
REVENUES | |||
Revenues | $ 1,907 | $ 0 | $ 0 |
Percentage of revenues | 18% | 0% | 0% |
COST OF REVENUE AND SERVICE - S
COST OF REVENUE AND SERVICE - Schedule of cost of revenue and service (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
COST OF REVENUE AND SERVICE | |||
Salaries and related expenses | $ 3,556 | $ 6,764 | $ 1,184 |
Materials and models | 707 | 1,516 | 63 |
Depriciation | 21 | 56 | 59 |
Chip Development tools and Subcontractors | 214 | 507 | 1,754 |
Total cost of sales and services | $ 4,498 | $ 8,843 | $ 3,060 |
RESEARCH AND DEVELOPMENT EXPE_3
RESEARCH AND DEVELOPMENT EXPENSES - Schedule of research and development expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
RESEARCH AND DEVELOPMENT EXPENSES | |||
Salaries and related expenses | $ 18,660 | $ 16,508 | $ 16,048 |
Development tools and subcontractors | 10,477 | 15,238 | 14,814 |
Government support and grants | (12,295) | (13,802) | (14,225) |
Total | $ 16,842 | $ 17,944 | $ 16,637 |
SELLING AND MARKETING EXPENSE_3
SELLING AND MARKETING EXPENSES: - Schedule of selling and marketing expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SELLING AND MARKETING EXPENSES | |||
Sales and marketing expense | $ 2,335 | $ 1,752 | $ 1,088 |
Salaries and related expenses | |||
SELLING AND MARKETING EXPENSES | |||
Sales and marketing expense | $ 2,335 | $ 1,752 | $ 1,088 |
ADMINISTRATIVE AND GENERAL EX_3
ADMINISTRATIVE AND GENERAL EXPENSES: - Schedule of administrative and general expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
ADMINISTRATIVE AND GENERAL EXPENSES | |||
General and administrative expenses | $ 9,249 | $ 3,735 | $ 2,612 |
Salaries and related expenses | |||
ADMINISTRATIVE AND GENERAL EXPENSES | |||
General and administrative expenses | 8,175 | 3,233 | 1,440 |
Depreciation and overheads | |||
ADMINISTRATIVE AND GENERAL EXPENSES | |||
General and administrative expenses | 132 | 240 | 273 |
Other expenses | |||
ADMINISTRATIVE AND GENERAL EXPENSES | |||
General and administrative expenses | $ 942 | $ 262 | $ 899 |
LISTING EXPENSES - Schedule of
LISTING EXPENSES - Schedule of net assets (Details) - Endurance Acquisition Corp [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 27, 2022 | Dec. 31, 2022 | ||
Disclosure of detailed information about business combination [line items] | |||
Price Adjustment Shares | $ 212,675 | $ 212,675 | [1] |
Issuance of shares | 149,657 | $ 149,657 | [2] |
Private Warrants | 1,681 | ||
Public Warrants | 2,203 | ||
PIPE Warrants | 22 | ||
Net Liability of Business Combination | 687 | ||
Forward Purchase Agreement- Liabilities | 13,306 | ||
Increase (decrease) liabilities | 380,231 | ||
Total Cash | (7,813) | ||
Forward Purchase Agreement- Assets | (42,502) | ||
Increase (decrease) in asset (liability) | (50,315) | ||
Other Listing Expenses | 3,410 | ||
Total | $ 333,326 | ||
[1]See note 16[2]Price based on the market price prior to the SPAC transaction. |
LISTING EXPENSES - Schedule o_2
LISTING EXPENSES - Schedule of listing expenses of one-time non-recurring nature (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 27, 2022 | Dec. 31, 2022 | |||
Disclosure of detailed information about business combination [line items] | ||||
Forward Purchase Agreement- Liabilities , Total Amount | $ (13,306) | |||
Forward Purchase Agreement- Assets , Total Amount | $ 42,502 | |||
Endurance Acquisition Corp [Member] | ||||
Disclosure of detailed information about business combination [line items] | ||||
Price Adjustment Shares, Quantity | [1] | 27,500 | ||
Premium- SPAC shares, Quantity | [2] | 14,800 | ||
Warrants, Quantity | [3] | 18,630 | ||
Forward Purchase Agreement- Liabilities , Quantity | [3] | 1,605 | ||
Price Adjustment Shares,Price | [1] | $ 7.73 | ||
Premium- SPAC shares, Price | [2] | 10.11 | ||
Warrants, Price | [3] | 0.22 | ||
Forward Purchase Agreement- Liabilities , Price | [3] | $ 8.29 | ||
Price Adjustment Shares, Total Amount | $ 212,675 | $ 212,675 | [1] | |
Premium- SPAC shares, Total Amount | $ 149,657 | 149,657 | [2] | |
Warrants, Total Amount | [3] | 4,104 | ||
Forward Purchase Agreement- Liabilities , Total Amount | [3] | 13,306 | ||
Forward Purchase Agreement- Assets , Total Amount | [4] | $ 42,502 | ||
[1]See note 16[2]Price based on the market price prior to the SPAC transaction.[3]Price based on the public price in the closing date[4]See note 16. |
TAXES ON INCOME - Schedule of t
TAXES ON INCOME - Schedule of taxes on income (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
TAXES ON INCOME | ||
Loss carryforward | $ 101 | |
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 - Schedule of lo
LOSS PER SHARE - Schedule of loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Calculation of basic earnings per share: | |||||
Net loss | $ (397,789) | $ (17,050) | $ (17,563) | ||
Loss attributed to ordinary shareholders in USD | $ (397,789) | $ (17,050) | $ (17,563) | ||
Weighted average number of ordinary shares, Basic | 30,030,805 | 18,732,473 | [1] | 18,365,191 | [1] |
Weighted average number of ordinary shares, Diluted | 30,030,805 | 18,732,473 | [1] | 18,365,191 | [1] |
Basic loss per share attributed in USD | $ (13.25) | $ (0.91) | [1] | $ (0.95) | [1] |
Diluted loss per share attributed in USD | $ (13.25) | $ (0.91) | [1] | $ (0.95) | [1] |
[1]Restated as a result of the SPAC transaction |
SUBSEQUENT EVENT - Narrative (D
SUBSEQUENT EVENT - Narrative (Details) - Subsequent event - Waiver and Second Amendment to the Credit Agreement - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | May 31, 2023 | Apr. 30, 2023 | Apr. 23, 2023 | Dec. 31, 2022 | |
Disclosure of non-adjusting events after reporting period [line items] | |||||
Description of interest payments | permitted the Company to make its interest payments for 2023 on a pay-in-kind basis if its cash balance is less than $12.5 million | ||||
Maximum cash balance to make interest payments on a pay-in-kind basis | $ 12.5 | ||||
Minimum cash requirement | $ 10 | $ 7 | $ 8 | $ 10 | |
Borrowings, interest rate basis | the interest rate of the loan to Secured Overnight Financing Rate (“SOFR”) + 9.50% (with a 3% SOFR floor) |