Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 20, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-15746 | |
Entity Registrant Name | VIEWBIX INC. | |
Entity Central Index Key | 0000797542 | |
Entity Tax Identification Number | 68-0080601 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 11 Derech Menachem Begin Street | |
Entity Address, City or Town | Ramat Gan | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 5268104 | |
City Area Code | +972 | |
Local Phone Number | 9-774-1505 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,783,964 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 3,609 | $ 5,208 | |
Restricted deposits | 223 | 234 | |
Accounts receivable | 16,398 | 16,415 | |
Loan to parent company | 7,096 | 6,384 | |
Other receivables | 814 | 1,004 | |
Total current assets | 28,140 | 29,245 | |
NON-CURRENT ASSETS | |||
Severance pay funds | 73 | 83 | |
Deferred taxes | 62 | 133 | |
Property and equipment, net | 317 | 334 | |
Operating lease right-of-use assets | 505 | 569 | |
Intangible assets, net | 15,762 | 8,414 | |
Goodwill | 17,615 | 12,483 | |
Total non-current assets | 34,334 | 22,016 | |
Total assets | 62,474 | 51,261 | |
CURRENT LIABILITIES | |||
Current maturities of long-term loan | 1,500 | 1,500 | |
Loan from parent company | 2,527 | 2,116 | |
Accounts payable | 16,144 | 16,676 | |
Other payables | 1,862 | 1,386 | |
Short-term loans | 5,000 | 5,000 | |
Operating lease liabilities - short term | 93 | 91 | |
Total current liabilities | 27,126 | 26,769 | |
NON-CURRENT LIABILITIES | |||
Accrued severance pay | 176 | 188 | |
Long-term loan | 3,225 | 4,270 | |
Operating lease liabilities - long term | 433 | 491 | |
Deferred taxes | 1,853 | 1,026 | |
Total non-current liabilities | 5,687 | 5,975 | |
Share Capital | |||
Common stock of $0.0001 par value - Authorized: 490,000,000 shares; Issued and outstanding: 14,783,964 shares as of September 30, 2022 and December 31, 2021, respectively | [1] | 3 | 3 |
Additional paid-in capital | 27,564 | 16,074 | |
Accumulated deficit | (4,043) | (2,366) | |
Equity attributed to the company’s shareholders | 23,524 | 13,711 | |
Non-controlling interests | 6,137 | 4,806 | |
Total equity | 29,661 | 18,517 | |
Total liabilities and shareholders’ equity | $ 62,474 | $ 51,261 | |
[1]Retroactively adjusted to reflect the reverse stock split effected on August 31, 2022 (see note 1.d) for all periods presented and to reflect the equivalent number of shares corresponding to the combined financial information of the Company and Gix Media Ltd. for all periods preceding the Reorganization Transaction (see note 1.c) |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) | Dec. 31, 2021 $ / shares shares |
Statement of Financial Position [Abstract] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 490,000,000 |
Common Stock, Shares, Outstanding | 14,783,964 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Revenues | $ 22,778 | $ 8,079 | $ 66,115 | $ 23,874 | |
Costs and Expenses: | |||||
Traffic-acquisition and related costs | 19,464 | 6,738 | 56,400 | 19,582 | |
Research and development | 987 | 471 | 2,957 | 1,530 | |
Selling and marketing | 628 | 215 | 1,853 | 584 | |
General and administrative | 450 | 313 | 1,326 | 907 | |
Depreciation and amortization | 736 | 427 | 2,051 | 1,289 | |
Other expenses | 86 | 26 | 121 | 26 | |
Operating income (loss) | 427 | (111) | 1,407 | (44) | |
Financial income (expenses), net | (301) | 121 | (1,374) | 91 | |
Income before income taxes | 126 | 10 | 33 | 47 | |
Taxes on income | (55) | 81 | (63) | 41 | |
Net income (loss) | 71 | 91 | (30) | 88 | |
Net income (loss) for the period is attributable to: | |||||
Shareholders | (147) | 91 | (677) | 88 | |
Non-controlling interests | 218 | 647 | |||
Net income (loss) | $ 71 | $ 91 | $ (30) | $ 88 | |
Net income (loss) per Share – Basic and Diluted attributed to shareholders: | $ (0.01) | $ 0.01 | $ (0.05) | $ 0.01 | |
Weighted average number of shares – Basic: | [1] | 14,783,964 | 14,783,964 | 14,783,964 | 14,783,964 |
Weighted average number of shares – Diluted: | [1] | 14,783,964 | 15,044,630 | 14,783,964 | 15,044,630 |
[1]Retroactively adjusted to reflect the reverse stock split effected on August 31, 2022 (see note 1.d) for all periods presented and to reflect the equivalent number of shares corresponding to the combined financial information of the Company and Gix Media Ltd. for all periods preceding the Reorganization Transaction (see note 1.c) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total | ||
Beginning balance, value at Dec. 31, 2020 | $ 3 | [1] | $ 15,933 | $ (2,666) | $ 13,270 | $ 13,270 | ||
Beginning balance, shares at Dec. 31, 2020 | [1] | 14,783,964 | ||||||
Net income (loss) | [1] | 88 | 88 | 88 | ||||
Share-based compensation | [1] | (38) | (38) | (38) | ||||
Ending balance, value at Sep. 30, 2021 | $ 3 | [1] | 15,895 | (2,578) | 13,320 | 13,320 | ||
Ending balance, shares at Sep. 30, 2021 | [1] | 14,783,964 | ||||||
Beginning balance, value at Jun. 30, 2021 | $ 3 | [1] | 15,898 | (2,669) | 13,232 | 13,232 | ||
Beginning balance, shares at Jun. 30, 2021 | [1] | 14,783,964 | ||||||
Net income (loss) | [1] | 91 | 91 | 91 | ||||
Share-based compensation | [1] | (3) | (3) | (3) | ||||
Ending balance, value at Sep. 30, 2021 | $ 3 | [1] | 15,895 | (2,578) | 13,320 | 13,320 | ||
Ending balance, shares at Sep. 30, 2021 | [1] | 14,783,964 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 3 | [1] | 16,074 | (2,366) | 13,711 | 4,806 | 18,517 | |
Beginning balance, shares at Dec. 31, 2021 | [1] | 14,783,964 | ||||||
Net income (loss) | [1] | (677) | (677) | 647 | (30) | |||
Adjustment to ultimate parent’s carrying values (see note 1.c) | 11,462 | 11,462 | 1,867 | 13,329 | ||||
Share-based compensation | [1] | 28 | 28 | 12 | 40 | |||
Dividend declared to shareholders | [1] | (1,000) | (1,000) | (1,000) | ||||
Dividend distributed to non-controlling interests | [1] | (1,195) | (1,195) | |||||
Ending balance, value at Sep. 30, 2022 | $ 3 | [1] | 27,564 | (4,043) | 23,524 | 6,137 | 29,661 | |
Ending balance, shares at Sep. 30, 2022 | [1] | 14,783,964 | ||||||
Beginning balance, value at Jun. 30, 2022 | $ 3 | [1] | 27,541 | (2,897) | 24,647 | 6,364 | 31,011 | |
Beginning balance, shares at Jun. 30, 2022 | [1] | 14,783,964 | ||||||
Net income (loss) | [1] | (146) | (146) | 217 | 71 | |||
Share-based compensation | [1] | 23 | 23 | 9 | 32 | |||
Dividend declared to shareholders | [1] | (1,000) | (1,000) | (1,000) | ||||
Dividend distributed to non-controlling interests | [1] | (453) | (453) | |||||
Ending balance, value at Sep. 30, 2022 | $ 3 | [1] | $ 27,564 | $ (4,043) | $ 23,524 | $ 6,137 | $ 29,661 | |
Ending balance, shares at Sep. 30, 2022 | [1] | 14,783,964 | ||||||
[1]Retroactively adjusted to reflect the reverse stock split effected on August 31, 2022 (see note 1.d) for all periods presented and to reflect the equivalent number of shares corresponding to the combined financial information of the Company and Gix Media Ltd. for all periods preceding the Reorganization Transaction (see note 1.c) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from Operating Activities | ||||
Net income (loss) | $ 71 | $ 91 | $ (30) | $ 88 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortizations | 736 | 427 | 2,051 | 1,289 |
Share-based compensation | 32 | (3) | 40 | (38) |
Deferred taxes | (96) | (41) | (219) | (65) |
Accrued interest, net | (11) | 62 | (50) | (26) |
Fair value revaluation and exchange rate differences on loans | 72 | 5 | 1,033 | 14 |
Adjustment total | 733 | 450 | 2,855 | 1,174 |
Changes in assets and liabilities items: | ||||
Decrease in accounts receivable | 20 | 447 | 17 | 968 |
Decrease (increase) in other receivables | 378 | (122) | 190 | (39) |
Decrease in operating lease right-of-use assets | 22 | 21 | 64 | 48 |
Increase (decrease) in severance pay, net | (1) | 3 | (2) | (229) |
Increase (decrease) in accounts payable | 535 | (248) | (532) | (57) |
Decrease in other payables | (228) | (158) | (525) | (522) |
Decrease in operating lease liabilities | (19) | (17) | (56) | (39) |
Increase in parent company loan | 66 | 55 | 194 | 172 |
Increase (Decrease) in Operating Capital | 773 | (19) | (650) | 302 |
Net cash provided by operating activities | 1,577 | 522 | 2,175 | 1,564 |
Cash flows from Investing Activities | ||||
Purchase of property and equipment | (7) | (70) | (54) | (298) |
Capitalization of software development costs | (69) | (14) | (211) | |
Net cash used in investing activities | (7) | (139) | (68) | (509) |
Cash flows from Financing Activities | ||||
Receipt of short-term loan | 1,000 | 602 | ||
Repayment of short-term loan | (1,000) | (619) | (1,000) | (1,219) |
Increase in loan to parent company | (606) | (822) | (1,462) | (1,308) |
Repayment of long-term loan | (358) | (1,060) | ||
Payment of dividend to non-controlling interests | (453) | (1,195) | ||
Net cash used in financing activities | (2,417) | (1,441) | (3,717) | (1,925) |
Increase in cash and cash equivalents and restricted cash | (847) | (1,058) | (1,610) | (870) |
Cash and cash equivalents and restricted cash at beginning of the period | 4,679 | 3,752 | 5,442 | 3,564 |
Cash and cash equivalents and restricted cash at end of the period | 3,832 | 2,694 | 3,832 | 2,694 |
Cash paid and received during the period | ||||
Taxes paid | (135) | (88) | (551) | (222) |
Interest paid | (164) | (7) | (391) | (21) |
Total Cash paid and received during the period | (299) | (95) | (942) | (243) |
Substantial non-cash activities: | ||||
Right of use assets obtained in exchange for operating lease liabilities | 637 | |||
Dividend declared | $ 1,000 | $ 1,000 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1: GENERAL A. Organizational Background Viewbix Inc. (formerly known as Virtual Crypto Technologies, Inc.) (the “Company”) was incorporated in the State of Delaware on August 16, 1985, under a predecessor name, The InFerGene Company (“InFerGene Company”). On August 25, 1995, a wholly owned subsidiary of InFerGene Company merged with Zaxis International, Inc., an Ohio corporation, which following such merger, the surviving entity, InFerGene Company, changed its name to Zaxis International, Inc (“Zaxis”). In 2015, the Company changed its name to Emerald Medical Applications Corp. On January 17, 2018, the Company formed a new wholly-owned subsidiary under the laws of the State of Israel, Virtual Crypto Technologies Ltd. (“VCT Israel”), to develop and market software and hardware products facilitating and supporting the purchase and/or sale of cryptocurrencies. Effective as of March 7, 2018, the Company’s name was changed from Emerald Medical Applications Corp. to Virtual Crypto Technologies, Inc. to reflect its new operations and business focus. On February 7, 2019, the Company entered into a share exchange agreement (the “Share Exchange Agreement” or the “Recapitalization Transaction”) with Gix Internet Ltd., a company organized under the laws of the State of Israel (“Gix” or “Parent Company’’), pursuant to which, Gix assigned, transferred and delivered its 99.83 % holdings in Viewbix Ltd., a company organized under the laws of the State of Israel (“Viewbix Israel”), to the Company in exchange for shares of the Company, which resulted in Viewbix Israel becoming a subsidiary of the Company. In connection with the Share Exchange Agreement, effective as of August 7, 2019, the Company’s name was changed from Virtual Crypto Technologies, Inc. to Viewbix Inc. B. Definitions In these financial statements: The Company – Viewbix Inc. The Group – Viewbix Inc. and its subsidiaries The Parent Company or Gix – Gix Internet Ltd. Gix Media – Gix Media Ltd. Cortex – Cortex Media Group Ltd. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 1: GENERAL (Cont.) C. Reorganization Transaction On December 5, 2021, the Company entered into a certain Agreement and Plan of Merger with Gix Media, an Israeli company and the majority-owned subsidiary of Gix, the Parent Company and Vmedia Merger Sub Ltd., an Israeli company and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which, Merger Sub merged with and into Gix Media, with Gix Media being the surviving entity and a wholly-owned subsidiary of the Company (the “Reorganization Transaction”). On September 19, 2022, (the “Closing Date”) the Reorganization Transaction was consummated and as a result, all outstanding ordinary shares of Gix Media, having no par value (the “Gix Media Shares”) were delivered to the Company’s in exchange for the Company’s shares of common stock. Prior to the closing of the Reorganization Transaction, Gix Media was a majority-owned subsidiary of Gix. As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 69% of the Company’s shares on a fully diluted basis, hold 90% of the Company’s Common Stock on a fully diluted basis, and Gix Media became a wholly-owned subsidiary of the Company , which holds 100% of its share capital. As the Company and Gix Media Ltd. were consolidated by the same parent and ultimate parent, Gix Internet Ltd. and Medigus Ltd., respectively, before and after the Reorganization Transaction, the Reorganization Transaction was accounted for as a transaction between entities under common control. Accordingly, the combined financial information of the Company and Gix Media Ltd. is presented in these financial statements, for all periods presented, reflecting the historical cost of the Company and Gix Media Ltd., as it is reflected in the consolidated financial statements of the direct parent, Gix Internet Ltd., for all periods preceding March 1, 2022, the date Medigus Ltd. obtained control in Gix Internet Ltd., and as it is reflected in the consolidated financial statements of Medigus Ltd. for all periods subsequent to March 1, 2022. Share and per share data in these financial statements have been retrospectively adjusted, for all periods preceding the Reorganization Transaction, to reflect the equivalent number of shares of the Company corresponding to the combined financial information of the Company and Gix Media Ltd. D. Business Overview The Group, through its subsidiaries Gix Media Ltd. and Cortex Media Group Ltd., operates in the field of digital advertising. The Group has two main activities that are reported as separate business segments: the search segment and the digital content segment. The search segment develops a variety of technological software solutions, which perform automation, optimization and monetization of internet campaigns, for the purposes of acquiring and routing internet user traffic to its customers. The search segment activity is operated by Gix Media. The digital content segment is engaged in the creation and editing of content, in different languages, for different target audiences, for the purposes of generating revenues from leading advertising platforms, including Google, Facebook, Yahoo and Apple, by utilizing such content to obtain internet user traffic for its customers. The digital content activity is operated by Cortex. Gix Media holds 70 The Group’s technological tools allow advertisers and website owners to earn more from their advertising campaigns and generate additional profits from their websites. E. Reverse Stock Split In connection with the Closing of the Reorganization Transaction, the Company filed an Amended and Restated Certificate of Incorporation (the “Amended COI”) with the Secretary of State of Delaware, effective as of August 31, 2022, pursuant to which, concurrently with the effectiveness of the Amended COI, the Company, among other things, effected a reverse stock split of its Common Stock at a ratio of 1-for-28. Share and per share data in these financial statements have been retrospectively adjusted to reflect the reverse stock split for all periods presented. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES A. Basis of Presentation and Principles of Consolidation: The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. B. Unaudited Interim Financial Information The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S .GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2021 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 17, 2022 (the “2021 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the nine months ended September 30, 2022, are not necessarily indicative of the results for the year ending December 31, 2022, or for any future period. As of September 30, 2022, following the retrospective presentation of the combined financial information of the Company and Gix Media Ltd., the Company adopted the significant accounting policies described in Note 2 in these unaudited condensed consolidated financial statements. Other than these significant accounting policies, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2021 Annual Report. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) C. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported of assets and liabilities and disclosure at the date of the consolidated financial statements and the reported amounts of income and expense during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income taxes, deferred taxes, share-based compensation and leases. Actual results could differ from those estimates. D. Functional Currency and Foreign Currency Transactions Most of the revenues of the Company are received in U.S. dollars. In addition, a substantial portion of the costs of the Company are incurred in U.S. dollars. Therefore, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company and each of its subsidiaries operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. Accordingly, monetary balances denominated in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Statement of the Accounting Standard Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC No. 830”). Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in the financial income or expenses, as appropriate E. Cash and cash equivalents The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. F. Restricted Deposits Restricted cash held in interest bearing saving accounts which are used as a security for the Group’s credit card and lease obligations. G. Accounts receivable and allowance for credit losses Accounts receivables are recorded at the invoiced amount, net of an allowance for credit losses. The Group evaluates its outstanding accounts receivables and establishes an allowance for credit losses based on information available on their credit condition, current aging, historical experience, future economic and market conditions. These allowances are reevaluated and adjusted periodically as additional information is available. Changes in the allowance for expected credit losses are recorded under general and administrative expenses in the condensed consolidated statements of income. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) H. Fixed assets Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line basis over the estimated useful lives, at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES % Computers and peripherals equipment 33 Office furniture and equipment 6 15 Leasehold improvements (*) (*) Over the shorter of the lease term (including options if any that are reasonably certain to be exercised estimated useful life). I. Leases In accordance with ASC No. 842 “Leases”, the Company determines if an arrangement is a lease at inception. If an arrangement is a lease, the Company determines whether it is an operating lease or a finance lease at the lease commencement date. Operating leases are included in operating lease assets, operating lease liabilities – current, and non-current operating lease liabilities in the Company’s condensed consolidated balance sheets. Operating lease assets represent the Company’s right to control the use of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the estimated lease. Operating lease assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The incremental borrowing rate is estimated based on factors such as the lease term, credit standing and the economic environment of the location of the lease. Variable lease payments, including payments based on an index or a rate, are expensed as incurred and are not included within the operating lease asset and operating lease liabilities. The Company does not separate non-lease components from lease components for its leases of real estate. The Company’s lease terms are the noncancelable periods, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Lease costs are recognized on a straight-line basis over the lease term. The Company does not recognize operating lease asset and operating lease liabilities for leases with terms shorter than 12 months. Lease costs for short-term leases are recognized on a straight-line basis over the lease term. The Company has material non-functional currency leases. Lease liabilities in respect of leases denominated in a foreign currency are remeasured using the exchange rate at each reporting date. Lease assets are measured at historical rates, which are not affected by subsequent changes in the exchange rates. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) J. Revenue Recognition As described in note 1.d the Company generates revenues from obtaining internet user traffic and routing such traffic to its customers. The Company is entitled to receive consideration for its service upon each individual internet user traffic routed to and is monetized by its customers. The Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, such as VAT taxes. Revenues are presented net of VAT. The Company’s payments terms are less than one year. Therefore, no finance component is recognized. The Company recognizes revenues upon routing of internet users’ traffic that is monetized by its customers. As the Company operates as the primary obligor in its arrangements and has sole discretion in determining to which of its customers internet user traffic is to be routed, revenues are presented on a gross basis. K. Traffic-acquisition and related costs Traffic acquisition and related costs consist primarily of fees paid to suppliers in connection with the Company’s internet traffic sources, as well as internal costs incurred in connection with the acquisition of such traffic. Traffic acquisition costs are expensed as incurred. L. Research and development expenses Research and development costs are charged to the condensed consolidated statements of income as incurred, except for certain costs relating to internally developed software, which are capitalized. The Company capitalizes certain internal software development costs, consisting of direct subcontractors’ costs associated with creating the internally developed software. Software development projects generally include three stages: (i) the preliminary project stage (all costs expensed as incurred); (ii) the application development stage (costs are capitalized) and (iii) the post implementation/operation stage (all costs expensed as incurred). The costs capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software, once it is ready for its intended use. The Company believes that the straight-line recognition method best approximates the manner in which the expected benefit will be derived. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) M. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, and (“ASC 740”). ASC 740 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and for carry forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits, are recognized in tax expense. N. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted deposits, accounts receivable, loan to parent company, other current assets, current maturities of long-term loan, accounts payable, other payables and short-term loans approximate their fair value due to the short-term maturities of such instruments. The carrying amount of the variable interest rate long-term loan is approximates to its fair value as it bears interest at approximate market rate. O. Business Combinations The Company accounts for its business combinations in accordance with ASC 805, “Business Combinations” (“ASC 805”). ASC 805 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill. ASC 805 requires recognition of assets acquired, liabilities assumed and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the fair value of identifiable intangible assets including customer relations, technology, as well as goodwill. Goodwill is the amount by which the acquisition cost exceeds the fair values of identifiable acquired net assets on the date of purchase. Acquisition-related definite lived intangible assets are reported at cost, net of accumulated amortization. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) P. Goodwill The Company’s goodwill reflects the excess of the consideration paid or transferred including the fair value of contingent consideration over the fair values of the identifiable net assets acquired. Goodwill is not amortized but instead is tested for impairment, in accordance with ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), at the reporting unit level, at least annually at December 31 each year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. The goodwill impairment test is performed by evaluating an initial qualitative assessment of the likelihood of impairment. If this step indicates that the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the impairment test is performed. In the impairment test, the Company compares the fair value of the reporting unit to the carrying value of the reporting unit. If the fair value of the reporting unit exceeds the carrying value of the net assets allocated to that unit, goodwill is not impaired, and no further testing is required. If the fair value is less than the carrying value of the reporting unit, then the second step of the impairment test is performed to measure the amount of the impairment. Q. Intangible assets, other than goodwill Intangible assets are identifiable non-monetary assets that have no physical substance. Intangible assets with indefinite useful lives are not amortized and are tested for impairment once a year, or whenever there is a sign indicating that impairment may have occurred, in accordance with ASC 350. An estimate of the useful life of intangible assets with an indefinite useful life is examined at the end of each reporting year. A change in the estimated useful life of an intangible asset that changes from indefinite to defined is treated prospectively. Intangible assets with a defined useful life are amortized in a straight line over their estimated useful life subject to impairment testing. A change in the estimated useful life of an intangible asset with a defined useful life is treated prospectively. The useful life used to amortize intangible assets with a defined useful life is as follows: SCHEDULE OF AMORTIZE INTANGIBLE ASSETS % Customer relations 14.3 Technology 16.7 22 Internal software 33 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) R. Impairment of long-lived assets The Company’s long-lived assets to be held or used, including property and equipment, right of use assets and intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, “Property, Plants and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. S. Severance Pay The Company’s liability for severance pay for some of its Israeli employees is calculated pursuant to Israeli Severance Pay Law, 1963 (the “Israeli Severance Pay Law”) based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. These employees are entitled to one month’s salary for each year of employment or a portion thereof. The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement and therefore is usually classified as a long-term liability unless the cessation of the employees is expected during the upcoming year. The Company’s liability for these Israeli employees is partially covered by monthly deposits for insurance policies and the remainder by an accrual. The deposited funds for these policies are recorded as an asset in the Company’s balance sheet and include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies. With respect to other Israeli employees, the Company acts pursuant to the general approval of the Israeli Ministry of Labor and Welfare, pursuant to the terms of Section 14 of the Israeli Severance Pay Law (“Section 14”), according to which the current deposits with the pension fund and/or with the insurance company exempt the Company from any additional obligation to these employees for whom the said depository payments are made. As a result, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance expenses for the nine months ended September 30, 2022, and September 30, 2021, amounted to $ 101 120 T. Share-based compensation The Company accounts for share-based compensation in accordance with ASC 718, “Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods, which is generally the vesting period, in the Company’s condensed consolidated statement of income. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) T. Share-based compensation (Cont.) The Company selected the Black-Scholes option pricing model as the most appropriate fair value method for its share-options awards. The option-pricing model requires several assumptions, of which the most significant are the expected share price volatility and the expected option term. The Company accounts for forfeitures as they occur. U. Net earnings per share In accordance with ASC 260, “Earnings Per Share” (“ASC 260”), basic net earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if share options, warrants or other commitments to issue ordinary shares were exercised or equity awards vested, resulting in the issuance of ordinary shares that could share in the net earnings of the Company. V. Segment reporting The Company reports financial and descriptive information about its reportable segments. Reportable segments are operating segments or aggregations of operating segments that meet specified criteria as defined in ASC 280, “Segments Reporting”. Operating segments are distinguishable components of an entity for each of which a separate financial information is available and is reported in a manner consistent with the internal reporting provided to the entity’s Chief Operating Decision Maker (“CODM”) in making decisions about how to allocate resources and in assessing performance. The review of the CODM is carried out according to the results of the segment’s activity. His review does not include certain expenses that are not related specifically to the activity of each of the segments. Those expenses are presented as reconciliation between segments operating results to total operating results in financial statements. W. Recent accounting pronouncements ASU 2019-12, Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for annual periods beginning after January 1, 2022 and interim periods within annual periods beginning after January 1, 2023, and early adoption was permitted. The Company currently does not expect the adoption of this accounting standard will have a material impact on its consolidated financial statements VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) W. Recent accounting pronouncements (cont.) ASU 2019-10, Financial Instruments—Credit Losses (Topic 326) I n September 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company currently does not expect that the adoption of this accounting standard will have a material impact on its consolidated financial statements ASU 2021-08, Business Combinations In October 2021 the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. The amendments in this update require that an entity (acquirer), recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company currently does not expect that the adoption of this accounting standard will have a material impact on its consolidated financial statements VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
OTHER RECEIBALES
OTHER RECEIBALES | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
OTHER RECEIBALES | NOTE 3: OTHER RECEIBALES Composition: SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION As of September 30 As of December 31 2022 2021 Prepaid expenses $ 301 $ 350 Government authorities $ 513 $ 624 Other receivables $ - $ 30 Other accounts receivables 814 1,004 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4: PROPERTY AND EQUIPMENT, NET Composition: SCHEDULE OF PROPERTY AND EQUIPMENT, NET As of As of December 31 2022 2021 Cost: Computers and peripheral equipment $ 490 $ 436 Office furniture and equipment $ 134 $ 134 Leasehold improvements $ 273 $ 273 Total cost $ 897 $ 843 Less: accumulated depreciation (580 ) (509 ) Property and equipment, net 317 334 Depreciation expenses totaled to $ 71 54 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
LEASES | NOTE 5: LEASES 10 67 The Company includes renewal options that it is reasonably certain to exercise in the measurement of the lease liabilities. Leases recorded on the balance sheet consist of the following: SCHEDULE OF LEASE As of September 30 As of 2022 2021 Assets Right-of-use assets $ 505 $ 569 Liabilities Operating lease – current $ 93 $ 91 Operating lease – non-current $ 433 $ 491 Total lease liabilities $ 526 $ 582 Weighted-average remaining lease term and discount rate were as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES As of Operating leases weighted average remaining lease term (in years) 5.42 Operating leases weighted average discount rate 3.10 % Maturities of operating lease liabilities as of September 30, 2022 and December 31, 2021, are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES As of September 30 As of 2022 2021 2022 $ 22 $ 99 2023 $ 88 $ 100 2024 $ 88 $ 100 2025 $ 88 $ 100 Thereafter $ 251 $ 285 Total lease payments 537 684 Less: imputed interest (11 ) (102 ) Present value of lease liabilities 526 582 Operating lease expenses amounted to $ 77 60 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 6: GOODWILL AND INTANGIBLE ASSETS SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (*) Internal Software (*) Customer Relations Technology Goodwill Total Cost: Balance as of January 1, 2022 449 10,720 4,790 12,483 28,442 Adjustments to ultimate parent company earning values (see note 1.c) - 2,356 6,958 5,132 14,446 Additions 14 - - - 14 Acquisitions Balance as of September 30, 2022 463 13,076 11,748 17,615 42,902 Accumulated amortization: Balance as of January 1, 2022 - 4,261 3,284 - 7,545 Amortization recognized during the period 85 667 1,228 - 1,980 Balance as of September 30, 2022 85 4,928 4,512 - 9,525 Amortized cost: As of September 30, 2022 378 8,148 7,236 17,615 33,377 Internal Software (*) Customer Relations Technology Goodwill Total Cost: Balance As of January 1, 2021 180 6,080 3,117 2,902 12,279 Cost: beginning balance 180 6,080 3,117 2,902 12,279 Acquisition of Cortex (see note 7) - 4,640 1,673 9,581 15,894 Additions 269 - - - 269 Balance as of December 31, 2021 449 10,720 4,790 12,483 28,442 Cost: ending balance 449 10,720 4,790 12,483 28,442 Accumulated amortization: Balance as of January 1, 2021 - 3,274 2,424 - 5,698 Accumulated amortization: beginning balance - 3,274 2,424 - 5,698 Amortization recognized during the year - 987 860 - 1,847 Balance as of December 31, 2021 - 4,261 3,284 - 7,545 Accumulated amortization: ending balance - 4,261 3,284 - 7,545 Amortized cost: As of December 31, 2021 449 6,459 1,506 12,483 20,897 Amortized cost: 449 6,459 1,506 12,483 20,897 (*) During 2020, Gix Media engaged with a subcontractor for the development of an internal software (the “Software”). Gix Media capitalized its developments costs. Total expenses capitalized as of September 30, 2022, and December 31, 2021, were $ 463 449 Since March 1, 2022, the Software is available for use. Accordingly, Gix Media recognized amortization expenses over the estimated useful life of the Software determined to be three years. For the period from March 1, 2022, until September 30, 2022, Gix Media recorded amortization expenses of $ 85 36 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | NOTE 7: BUSINESS COMBINATION Cortex Acquisition On October 13, 2021, Gix Media acquired 70% (on a fully diluted basis) of the shares of Cortex (“Cortex Transaction”), a private company operating in the field of online media and advertising. In consideration for Cortex Transaction, Gix Media paid NIS 35 million in cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of 12 months from the closing date The Cortex Transaction also included the following main terms: ● Gix Media will acquire 30 100 ● The obligation (and right) to acquire the Remaining Balance Shares will expire in the event of an initial public offering of Cortex’s shares or in the event of a 50% or more decrease in Cortex’s annual net income, for a period of 12 consecutive months, compared to the net income during the period of 12 months ended July 31, 2021. As of the date of filling of these financial statements, this right and obligation has not expired. ● If Gix Media does not fulfill its obligation to acquire the Remaining Balance Shares, within 90 days from the Designated Acquisition Date as stated above, the selling shareholders of Cortex (the original shareholders of Cortex) will be released from their obligation not to sell or transfer their holdings in Cortex to a third party, in relation to the same stage of the balance of the shares not acquired as aforesaid. If Gix Media does not fulfilled its obligation to acquire the Remaining Balance Shares in a certain stage, its right to acquire the Remaining Balance Shares in the subsequent stage, will be conditioned upon the acquisition of the Remaining Balance Shares not purchased by it in the previous stage as well, provided that the Remaining Balance Shares were not transferred or pledged by the selling shareholders of Cortex to a third party. The Cortex Transaction was financed by Gix Media’s existing cash balances and substantially by debt through a bank financing in the aggregate amount of $ 9.5 3.5 6 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 7: BUSINESS COMBINATION (Cont.) Cortex Acquisition (Cont.) Fair Value of Cortex’s Identifiable Assets and Liabilities: SCHEDULE OF BUSINESS COMBINATION OF ASSETS AND LIABILITIES Cash and cash equivalents 775 Restricted deposits 29 Trade receivables 10,662 Other accounts receivables 346 Property and Equipment, net 9 Goodwill arising from the acquisition 9,581 Intangible assets 6,134 Total assets 27,716 Accounts payables 8,906 Short-term loan 1,500 Accrued expenses and other current liabilities 854 Deferred taxes and taxes payable 758 Non-Controlling Interests 4,709 Total liabilities 16,727 Total acquisition cost 10,989 Gix Media recorded acquisition costs in the amount of $ 197 Net Cash Flow from the Cortex Transaction: Consideration paid in cash 10,989 Less cash and cash equivalents and restricted deposits received from acquisition of Cortex (804 ) Total net cash paid 10,185 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | NOTE 8: ACCOUNTS PAYABLE SCHEDULE OF ACCOUNTS PAYABLE As of September 30 As of December 31 2022 2021 Trade payables $ 11,665 $ 10,491 Accrued expenses $ 4,479 $ 6,185 Accounts payable 16,144 16,676 |
OTHER PAYABLES
OTHER PAYABLES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
OTHER PAYABLES | NOTE 9: OTHER PAYABLES SCHEDULE OF OTHER ACCOUNTS PAYABLE As of September 30 As of December 31 2022 2021 Dividend declared $ 1,000 $ - Government authorities $ 155 $ 615 Employees and payroll accruals $ 567 $ 655 Other accounts payable $ 140 $ 116 Accounts payable other 1,862 1,386 |
LOANS
LOANS | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
LOANS | NOTE 10: LOANS Bank Financing: On the the closing date of the Cortex Transaction, Gix Media entered into a financing agreement with Bank Leumi Le Israel Ltd (“Leumi”), an Israeli bank, for the provision of a line of credit in the total amount of up to $ 3.5 6 The Financing Agreement included the following main terms: 1) A loan of $ 6 48 months LIBOR + 4.12 2) A renewable monthly line of credit, of up to $ 3.5 80 LIBOR + 3.2 3) Gix Media undertook to meet financial covenants over the life of the loans as follows: (1) the ratio of debt to EBITDA, based on the Gix Media’s consolidated financial statements in all 4 consecutive quarters, will not exceed 2.4 in the first two years and will not exceed 1.75 in the following two years. 4) As part of the Financing Agreement, Gix Media and the Company provided several liens in favor of Leumi (see Note 12). VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 10: LOANS (Cont.) On April 7, 2022, Cortex and Leumi entered into an addendum to an existing loan agreement between the parties, dated August 15, 2021. As part of the addendum to the loan agreement, Leumi provided Cortex with a monthly renewable credit line (the “Additional Credit Line”) in the amount of up to $ 1,000 , which is an addition to the existing credit line of $ 1,500 2,500 70 % of Cortex’s customers’ balance. The amounts that were drawn from the Additional Credit Line bear an annual interest of SOFR + 3.52% (Overnight Financing Rate Secured, guaranteed daily interest as determined in accordance with the Federal Bank in New York). The Additional Credit Line was required for the purpose of increasing the traffic-acquisition and related costs and as part of the continuation growth trend in Cortex’s business activity. As of September 30, 2022, the Additional Credit Line was not renewed. On July 25, 2022, Gix Media and Leumi entered into an addendum to the Financing Agreement, according to which, Leumi will provide Gix Media with a loan of $ 1,500 , to be withdrawn at the discretion of Gix Media no later than January 31, 2023 (the “Additional Loan”). The Additional Loan will bear an annual interest of SOFR + 5.25% 10 As of the date of issuance of these financial statements, no amounts under the Additional Loan were withdrawn. Composition of long-term loans, short-term loans and line of credit of the Group: The following is the composition of the balance of the Group’s loans according to their nominal value: SCHEDULE OF COMPOSITION OF THE BALANCE OF THE GROUP’S LOANS As of Interest rate (*) September 30 2022 December 31 2021 Short-term bank loan – Gix Media LIBOR + 3.20 3,500 3,500 Short-term bank loan – Cortex SOFR + 3.52 1,500 1,500 Long-term bank loan, including current maturity – Gix Media LIBOR + 4.12 4,725 5,770 Bank Loan 9,725 10,770 (*) The LIBOR interest rate will continue to be published until June 2023 and then will be replaced by the Secured Overnight Financing Rate (“SOFR”). Maturities of the Group’s bank loans as of September 30, 2022, are as follows: SCHEDULE OF MATURITIES OF DEBT 2022 6,500 (*) 2023 1,500 2024 1,500 2025 225 Total 9,725 (*) Includes a sum of $ 5,000 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11: INCOME TAXES A. Tax rates applicable to the income of the Company: Viewbix Inc. is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018 Viewbix Israel is taxed according to Israeli tax laws. The Israeli corporate tax rate is 23 Gix Media and Cortex are recognized as a “Preferred-Technology Enterprise” in accordance with Section 51 of the Encouragement of Capital Investments Law, 1959 and are taxed at a reduced corporate tax rate of 12 B. Tax assessments: As of September 30, 2022, Gix Media has a final tax assessment for tax years prior to and including the tax year ended December 31, 2014. Cortex has a final tax assessment for tax years prior to and including the tax year ended December 31, 2018. Viewbix Israel has a final tax assessment for tax years prior to and including the tax year ended December 31, 2015. During 2022, the Israeli tax authority commenced a tax assessment of Gix Media for the tax years 2017 to 2020. As of the date of issuance of these financial statements, tax assessment have not been completed. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 11: TAXES ON INCOME (Cont.) C. Deferred taxes are comprised of the following components: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are comprised of the following components: SCHEDULE OF DEFERRED INCOME TAXES As of As of 2022 2021 Deferred tax assets Deferred research and development expenses $ 34 $ 38 Employee compensation and benefits $ 12 $ 19 Operating loss carryforward $ 7,672 $ 7,479 Operating lease right of use asset $ 61 68 Accrued severance pay $ 12 $ 13 Total deferred tax assets $ 7,791 $ 7,617 Deferred tax liabilities: Differences between tax basis and carrying values of loans $ - $ 184 Operating lease right of use liability $ 63 70 Intangible assets associated with business combinations $ 1,853 $ 1,026 Total deferred tax liabilities $ 1,916 1,280 Net deferred tax assets before valuation allowance $ 5,875 $ 6,337 Valuation allowance (7,666 ) (7,230 ) Net deferred tax liabilities $ 1,791 $ 893 As of September 30, 2022, the Company has recorded a valuation allowance of $ 7,666 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 11: TAXES ON INCOME (Cont.) Income tax expenses are comprised as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFITS) 2022 2021 For the nine months ended September 30 2022 2021 Current tax expenses $ 393 $ 78 Tax benefit in respect of prior years $ (102 ) $ (54 ) Deferred tax income $ (227 ) $ (65 ) Total $ 63 $ (41 ) 2022 2021 For the three months ended September 30 2022 2021 Current tax expenses $ 130 $ (23 ) Taxes expenses (benefit) in respect of previous years $ 21 $ (18 ) Deferred tax income $ (96 ) $ (40 ) Total Income tax expenses $ 55 $ (81 ) D. Reconciliation of the theoretical tax expenses to the actual tax expenses: A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense as reported in the statement of operations is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 For the nine months ended 2022 2021 Income before income taxes as reported in the consolidated statements of operations $ 33 $ 44 Statutory tax rate in USA 21 % 21 % Theoretical tax expense $ 7 $ 9 Increase (decrease) in tax expenses resulting from: Lower tax rates for preferred technology enterprises (322 ) (29 ) Non-deductible expenses 5 1 Tax benefits in respect of prior years (102 ) (54 ) Change in valuation allowance 436 58 Others 39 (26 ) Taxes on income $ 63 $ (41 ) VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 11: TAXES ON INCOME (Cont.) E. Available carryforward tax losses: As of September 30, 2022 Viewbix Israel incurred operating losses of approximately $ 15,015 As of June 30, 2022 the Company generated net operating losses in the U.S. of approximately $ 19,000 Net operating losses in the U.S. are available through 2035 F. Loss from continuing operations, before taxes on income, consists of the following: SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 USA $ 385 $ 69 $ 190 $ 27 Israel 574 185 432 71 Total loss before taxes on income $ 959 $ 254 $ 622 $ 98 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12: COMMITMENTS AND CONTINGENCIES Liens: As of September 30, 2022, the Company has provided several liens under Gix Media’s Financing Agreement with Leumi in connection with the Cortex Transaction, as follows: (1) a guarantee to Bank Leumi of all of Gix Media’s obligations and undertakings to Bank Leumi unlimited in amount; (2) a subordination letter signed by the company to Leumi Bank; (3) A first ranking all asset charge over all of the assets of the Company; and (4) a Deposit Account Control Agreement over the Company’s bank accounts. Gix Media has provided several liens under the Financing Agreement with Leumi in connection with the acquisition of Cortex Transaction, as follows: (1) a floating lien on Gix Media’s assets; (2) a lien on Gix Media’s bank account in Leumi; (3) a lien on Gix Media’s rights under the Cortex Transaction; (4) a fixed lien on Gix Media’s intellectual property; and (5) a lien on Gix Media’s full holdings in Cortex. Gix Media restricted deposits in the amount of $ 195 are used as a security in respect of credit cards, bank guaranties, office lease agreement and hedge transactions on the USD exchange rate. Cortex has a restricted deposit in the amount of $ 27 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 13: SHAREHOLDERS’ EQUITY A. Ordinary Shares: Ordinary shares confer the right to: (i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, (ii) in distribution of dividends and (iii) to equally participate, on share basis, in distribution of excess of assets and funds from the Company and will not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights B. Warrants: The following table summarizes information of outstanding warrants as of September 30, 2022: SUMMARY OF OUTSTANDING WARRANTS Warrants Warrant Term Exercise Price Exercisable Class J Warrants 130,333 July 2029 13.44 130,333 Class K Warrants 130,333 July 2029 22.4 130,333 All of the Company’s warrants meet the U.S. GAAP criteria for equity classification. C. Reverse Stock Split: On August 31, 2022, the Company filed the Amended COI with the Secretary of State of Delaware to effect a 28 to 1 reverse stock split of the Company’s outstanding shares of Common Stock VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 13: SHAREHOLDERS’ EQUITY (Cont.) D. Share option plan After the completion of Gix Media’s acquisition by the Parent Company, the Parent Company granted options to Gix Media’s employees. These options entitle the employees to purchase ordinary shares of the Parent Company that its shares are traded on Tel-Aviv stock exchange. A summary of Gix Media’s employee share options activity and related information is as follows: SCHEDULE STOCK OPTION ACTIVITY As of September 30, 2022 As of December 31, 2021 Number of options Weighted average exercise price Number of options Weighted average exercise price $ $ Options outstanding at beginning of the year 737,915 1.61 1,120,000 1.56 Changes during the period: Granted - - - - Exercised - - - - Expired or forfeited (577,915 ) 1.41 (382,085 ) 1.61 Outstanding at end of period 160,000 1.41 737,915 1.61 Options exercisable at end of period 157,086 1.41 504,585 1.61 The following tables summarize additional information regarding the Gix Media’s outstanding and exercisable options as of December 31, 2021: SCHEDULE OF OPTION OUTSTANDING AND EXERCISABLE Options outstanding As of September 30, 2022 Range of Number of Weighted average Weighted $ $ 1.41 160,000 1.41 5.85 Options Exercisable As of September 30, 2022 Range of Number of Weighted average Weighted $ $ 1.41 157,086 1.41 5.82 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 13: SHAREHOLDERS’ EQUITY (Cont.) The Company recognized stock-based compensation expenses related to employee’s stock options in the statement of operations as follows: SCHEDULE OF STOCK BASED COMPENSATION EXPENSES 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Research and development 31 (37 ) 29 (3 ) Selling and marketing 11 (6 ) 3 - General and administrative (2 ) 5 - - Total 40 (38 ) 32 (3 ) E. Dividends During the nine months ended September 30,2022, Cortex distributed a dividend in the amount of $ 1,195 On September 30, 2022, Gix Media declared a dividend in a total amount of $ 1,000 |
ADDITIONAL INFORMATION REGARDIN
ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS | 9 Months Ended |
Sep. 30, 2022 | |
Additional Information Regarding To Profit And Loss Items | |
ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS | NOTE 14: ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS Composition: SCHEDULE OF INFORMATION REGARDING TO PROFIT AND LOSS A. Research and development expenses: 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Salaries and related expenses 1,633 1,124 519 327 Professional services and subcontractors 906 297 282 96 Share-based compensation $ 31 $ (37 ) $ 29 $ (3 ) Others 387 146 157 51 Research and development expenses $ 2,957 $ 1,530 $ 987 $ 471 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 14: ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS (Cont.) B. Sales and marketing expenses: 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Salaries and related expenses $ 1,401 $ 482 $ 476 $ 179 Share-based compensation 11 (6 ) 3 - Advertising and marketing expenses 363 17 124 7 Other $ 78 $ 91 $ 25 $ 29 Sales and marketing expenses: $ 1,853 $ 584 $ 628 $ 215 C General and administrative expenses: 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Salaries and related expenses 691 545 243 183 Professional services 394 279 140 104 Share-based compensation (2 ) 5 - - Other $ 243 $ 78 $ 67 $ 26 General and administrative $ 1,326 $ 907 $ 450 $ 313 D Financial expenses, net: Financial income: 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Exchange rate differences $ 124 $ 45 $ 55 $ 103 Interest income from loan to related party 110 108 39 40 Financial income $ 234 $ 153 $ 94 $ 143 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 14: ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS (Cont.) Financial expenses: 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Bank interest and fees $ 115 $ 20 $ 58 $ 10 Interest expense from loans 605 21 240 7 Exchange rate differences 846 2 86 - Other 42 19 11 5 Financial expenses $ 1,608 $ 62 $ 395 $ 22 |
LOANS - PARENT COMPANY
LOANS - PARENT COMPANY | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
LOANS - PARENT COMPANY | NOTE 15: LOANS - PARENT COMPANY A. Loan to Parent Company: SCHEDULE OF LOAN TO PARENT COMPANY As of September 30 As of December 31 2022 2021 Loan to Parent Company $ 7,096 $ 6,384 The balance with the Parent Company represents a balance of an intercompany loan under a loan agreement signed between Gix Media and the Parent Company (the “Loan”) on March 22, 2020. The Loan bears interest at a rate to be determined from time to time in accordance with Section 3(j) of the Income Tax Ordinance, new version, and the Income Tax Regulations (Determination of Interest Rate for the purposes of Section 3(j), 1986) or according to a market interest rate decision as agreed between the parties. During the nine months ended September 30, 2022, and 2021, Gix Media recognized interest income in respect of the Loan in the amount of $ 110 and $ 108 respectively. B. Loan from Parent Company: SCHEDULE OF LOAN TO PARENT COMPANY As of September 30 As of December 31 2022 2021 Loan from Parent Company $ 2,527 $ 2,116 The balance with the Parent Company represents certain expenses with respect to the Company’s ongoing operation (mainly salary expenses and other general and administrative expenses) which were financed by the Parent Company (the “Intercompany Balance”). The Company entered into an agreement with the Parent Company, according to which, effective as of December 31, 2021, the Intercompany Balance was modified into a loan, which may be increased from time to time, upon the written mutual consent between the Company and the Parent Company. The Parent Company loan bears interest at a rate equivalent to the minimal interest rate recognized and attributed by the Israel Tax Authority and will be repaid, together with the accrued interest, in one payment until December 31, 2022, unless extended upon mutual consent of the Company and the Parent Company. As of September 30, 2022, no amounts were repaid by the Company to the Parent Company. |
MAJOR CUSTOMERS
MAJOR CUSTOMERS | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS | NOTE 16: MAJOR CUSTOMERS The following table sets forth the customers that represent 10% or more of the Group’s total revenues in each of the periods presented below: SCHEDULE OF TOTAL REVENUES For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Customer A 26 % 98 % 19 % 97 % $ 17,340 $ 23,337 $ 4,242 $ 7,863 Customer B 18 % - 20 % - $ 12,240 $ - $ 4,460 $ - VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 17: SEGMENT REPORTING The Group operates in two different segments in such a way that each company in the Group operates as a separate business segment. Search segment Digital content segment The segments’ results include items that directly serve and/or are used by the segment’s business activity and are directly allocated to the segment. As such they do not include depreciation and amortization expenses for intangible assets created at the time of the purchase of those companies, financing expenses created for loans taken for the purpose of purchasing those companies, and therefore these items are not allocated to the various segments. Segments’s assets and liabilities are not reviewed by the CODM and therefore were not reflected in the segment reporting. A. Segments revenues and operating results: SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS Search segment Digital content segment Adjustments (See below) Nine months ended September 30, 2022 Revenues from external customers 17,600 48,515 - 66,115 Depreciation and amortization - - 2,051 2,051 Segment operating income 316 3,586 (2,495 ) 1,407 Financial expenses, net 99 1 1,274 1,374 Segment Income (loss), before income taxes 217 3,585 (3,769 ) 33 Taxes on income (91 ) 393 (239 ) 63 Segment net income (loss) 308 3,192 (3,530 ) (30 ) VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 17: SEGMENT REPOTING (Cont.) Search segment Digital content segment Adjustments (See below) Three months ended September 30, 2022 Revenues from external customers 5,702 17,076 - 22,778 Depreciation and amortization - - 736 736 Segment operating income 147 1,265 (985 ) 427 Financial expenses, net 32 27 242 301 Segment Income (loss), before income taxes 115 1,238 ( 1,227 ) 126 Taxes on income 14 132 ( 91 ) 55 Segment net income (loss) 101 1,106 ( 1,136 ) 71 B. Reconciliation between segments operating results to total operating results in financial statements: SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS Nine months ended Three months ended 2022 2022 Segments total operating results $ 3,902 $ 1,412 Depreciation and amortization expenses not attributable to segments (*) $ (2,051 ) $ (736 ) General and administrative and other costs not attributable to the segments (**) $ (544 ) $ (308 ) Finance expenses net, not attributable to the segments (***) (1,274 ) 242 Income (expenses), before income taxes $ 33 $ 126 (*) Mainly consist of technology and customer relations amortization costs from business combinations (see note 7). (**) Mainly consist of salary and related expenses, professional consulting expenses and other expenses in connection with the business combinations and the Reorganization Transaction. (***) Mainly consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 10). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18: SUBSEQUENT EVENTS In October 2022, Cortex distributed a dividend in the amount of $ 127 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation: | A. Basis of Presentation and Principles of Consolidation: The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. |
Unaudited Interim Financial Information | B. Unaudited Interim Financial Information The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S .GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2021 and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 17, 2022 (the “2021 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the nine months ended September 30, 2022, are not necessarily indicative of the results for the year ending December 31, 2022, or for any future period. As of September 30, 2022, following the retrospective presentation of the combined financial information of the Company and Gix Media Ltd., the Company adopted the significant accounting policies described in Note 2 in these unaudited condensed consolidated financial statements. Other than these significant accounting policies, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2021 Annual Report. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Use of Estimates | C. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported of assets and liabilities and disclosure at the date of the consolidated financial statements and the reported amounts of income and expense during the reporting period. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, income taxes, deferred taxes, share-based compensation and leases. Actual results could differ from those estimates. |
Functional Currency and Foreign Currency Transactions | D. Functional Currency and Foreign Currency Transactions Most of the revenues of the Company are received in U.S. dollars. In addition, a substantial portion of the costs of the Company are incurred in U.S. dollars. Therefore, the Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company and each of its subsidiaries operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. Accordingly, monetary balances denominated in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Statement of the Accounting Standard Codification (“ASC”) No. 830 “Foreign Currency Matters” (“ASC No. 830”). Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in the financial income or expenses, as appropriate |
Cash and cash equivalents | E. Cash and cash equivalents The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. |
Restricted Deposits | F. Restricted Deposits Restricted cash held in interest bearing saving accounts which are used as a security for the Group’s credit card and lease obligations. |
Accounts receivable and allowance for credit losses | G. Accounts receivable and allowance for credit losses Accounts receivables are recorded at the invoiced amount, net of an allowance for credit losses. The Group evaluates its outstanding accounts receivables and establishes an allowance for credit losses based on information available on their credit condition, current aging, historical experience, future economic and market conditions. These allowances are reevaluated and adjusted periodically as additional information is available. Changes in the allowance for expected credit losses are recorded under general and administrative expenses in the condensed consolidated statements of income. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Fixed assets | H. Fixed assets Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line basis over the estimated useful lives, at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES % Computers and peripherals equipment 33 Office furniture and equipment 6 15 Leasehold improvements (*) (*) Over the shorter of the lease term (including options if any that are reasonably certain to be exercised estimated useful life). |
Leases | I. Leases In accordance with ASC No. 842 “Leases”, the Company determines if an arrangement is a lease at inception. If an arrangement is a lease, the Company determines whether it is an operating lease or a finance lease at the lease commencement date. Operating leases are included in operating lease assets, operating lease liabilities – current, and non-current operating lease liabilities in the Company’s condensed consolidated balance sheets. Operating lease assets represent the Company’s right to control the use of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the estimated lease. Operating lease assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The incremental borrowing rate is estimated based on factors such as the lease term, credit standing and the economic environment of the location of the lease. Variable lease payments, including payments based on an index or a rate, are expensed as incurred and are not included within the operating lease asset and operating lease liabilities. The Company does not separate non-lease components from lease components for its leases of real estate. The Company’s lease terms are the noncancelable periods, including any rent-free periods provided by the lessor, and include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. At lease inception, and in subsequent periods as necessary, the Company estimates the lease term based on its assessment of extension and termination options that are reasonably certain to be exercised. Lease costs are recognized on a straight-line basis over the lease term. The Company does not recognize operating lease asset and operating lease liabilities for leases with terms shorter than 12 months. Lease costs for short-term leases are recognized on a straight-line basis over the lease term. The Company has material non-functional currency leases. Lease liabilities in respect of leases denominated in a foreign currency are remeasured using the exchange rate at each reporting date. Lease assets are measured at historical rates, which are not affected by subsequent changes in the exchange rates. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Revenue Recognition | J. Revenue Recognition As described in note 1.d the Company generates revenues from obtaining internet user traffic and routing such traffic to its customers. The Company is entitled to receive consideration for its service upon each individual internet user traffic routed to and is monetized by its customers. The Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, such as VAT taxes. Revenues are presented net of VAT. The Company’s payments terms are less than one year. Therefore, no finance component is recognized. The Company recognizes revenues upon routing of internet users’ traffic that is monetized by its customers. As the Company operates as the primary obligor in its arrangements and has sole discretion in determining to which of its customers internet user traffic is to be routed, revenues are presented on a gross basis. |
Traffic-acquisition and related costs | K. Traffic-acquisition and related costs Traffic acquisition and related costs consist primarily of fees paid to suppliers in connection with the Company’s internet traffic sources, as well as internal costs incurred in connection with the acquisition of such traffic. Traffic acquisition costs are expensed as incurred. |
Research and development expenses | L. Research and development expenses Research and development costs are charged to the condensed consolidated statements of income as incurred, except for certain costs relating to internally developed software, which are capitalized. The Company capitalizes certain internal software development costs, consisting of direct subcontractors’ costs associated with creating the internally developed software. Software development projects generally include three stages: (i) the preliminary project stage (all costs expensed as incurred); (ii) the application development stage (costs are capitalized) and (iii) the post implementation/operation stage (all costs expensed as incurred). The costs capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software, once it is ready for its intended use. The Company believes that the straight-line recognition method best approximates the manner in which the expected benefit will be derived. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Income taxes | M. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, and (“ASC 740”). ASC 740 prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and for carry forward tax losses. Deferred taxes are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. Uncertain tax positions are accounted for in accordance with the provisions of ASC 740-10, under which a company may recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxation authorities, based on the technical merits of the position, at the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Interest and penalties, if any, related to unrecognized tax benefits, are recognized in tax expense. |
Fair Value of Financial Instruments | N. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted deposits, accounts receivable, loan to parent company, other current assets, current maturities of long-term loan, accounts payable, other payables and short-term loans approximate their fair value due to the short-term maturities of such instruments. The carrying amount of the variable interest rate long-term loan is approximates to its fair value as it bears interest at approximate market rate. |
Business Combinations | O. Business Combinations The Company accounts for its business combinations in accordance with ASC 805, “Business Combinations” (“ASC 805”). ASC 805 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill. ASC 805 requires recognition of assets acquired, liabilities assumed and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the fair value of identifiable intangible assets including customer relations, technology, as well as goodwill. Goodwill is the amount by which the acquisition cost exceeds the fair values of identifiable acquired net assets on the date of purchase. Acquisition-related definite lived intangible assets are reported at cost, net of accumulated amortization. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Goodwill | P. Goodwill The Company’s goodwill reflects the excess of the consideration paid or transferred including the fair value of contingent consideration over the fair values of the identifiable net assets acquired. Goodwill is not amortized but instead is tested for impairment, in accordance with ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), at the reporting unit level, at least annually at December 31 each year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. The goodwill impairment test is performed by evaluating an initial qualitative assessment of the likelihood of impairment. If this step indicates that the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the impairment test is performed. In the impairment test, the Company compares the fair value of the reporting unit to the carrying value of the reporting unit. If the fair value of the reporting unit exceeds the carrying value of the net assets allocated to that unit, goodwill is not impaired, and no further testing is required. If the fair value is less than the carrying value of the reporting unit, then the second step of the impairment test is performed to measure the amount of the impairment. |
Intangible assets, other than goodwill | Q. Intangible assets, other than goodwill Intangible assets are identifiable non-monetary assets that have no physical substance. Intangible assets with indefinite useful lives are not amortized and are tested for impairment once a year, or whenever there is a sign indicating that impairment may have occurred, in accordance with ASC 350. An estimate of the useful life of intangible assets with an indefinite useful life is examined at the end of each reporting year. A change in the estimated useful life of an intangible asset that changes from indefinite to defined is treated prospectively. Intangible assets with a defined useful life are amortized in a straight line over their estimated useful life subject to impairment testing. A change in the estimated useful life of an intangible asset with a defined useful life is treated prospectively. The useful life used to amortize intangible assets with a defined useful life is as follows: SCHEDULE OF AMORTIZE INTANGIBLE ASSETS % Customer relations 14.3 Technology 16.7 22 Internal software 33 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
Impairment of long-lived assets | R. Impairment of long-lived assets The Company’s long-lived assets to be held or used, including property and equipment, right of use assets and intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, “Property, Plants and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Severance Pay | S. Severance Pay The Company’s liability for severance pay for some of its Israeli employees is calculated pursuant to Israeli Severance Pay Law, 1963 (the “Israeli Severance Pay Law”) based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. These employees are entitled to one month’s salary for each year of employment or a portion thereof. The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement and therefore is usually classified as a long-term liability unless the cessation of the employees is expected during the upcoming year. The Company’s liability for these Israeli employees is partially covered by monthly deposits for insurance policies and the remainder by an accrual. The deposited funds for these policies are recorded as an asset in the Company’s balance sheet and include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies. With respect to other Israeli employees, the Company acts pursuant to the general approval of the Israeli Ministry of Labor and Welfare, pursuant to the terms of Section 14 of the Israeli Severance Pay Law (“Section 14”), according to which the current deposits with the pension fund and/or with the insurance company exempt the Company from any additional obligation to these employees for whom the said depository payments are made. As a result, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in the Company’s balance sheet. Severance expenses for the nine months ended September 30, 2022, and September 30, 2021, amounted to $ 101 120 |
Share-based compensation | T. Share-based compensation The Company accounts for share-based compensation in accordance with ASC 718, “Stock Compensation” (“ASC 718”), which requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods, which is generally the vesting period, in the Company’s condensed consolidated statement of income. VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) T. Share-based compensation (Cont.) The Company selected the Black-Scholes option pricing model as the most appropriate fair value method for its share-options awards. The option-pricing model requires several assumptions, of which the most significant are the expected share price volatility and the expected option term. The Company accounts for forfeitures as they occur. |
Net earnings per share | U. Net earnings per share In accordance with ASC 260, “Earnings Per Share” (“ASC 260”), basic net earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if share options, warrants or other commitments to issue ordinary shares were exercised or equity awards vested, resulting in the issuance of ordinary shares that could share in the net earnings of the Company. |
Segment reporting | V. Segment reporting The Company reports financial and descriptive information about its reportable segments. Reportable segments are operating segments or aggregations of operating segments that meet specified criteria as defined in ASC 280, “Segments Reporting”. Operating segments are distinguishable components of an entity for each of which a separate financial information is available and is reported in a manner consistent with the internal reporting provided to the entity’s Chief Operating Decision Maker (“CODM”) in making decisions about how to allocate resources and in assessing performance. The review of the CODM is carried out according to the results of the segment’s activity. His review does not include certain expenses that are not related specifically to the activity of each of the segments. Those expenses are presented as reconciliation between segments operating results to total operating results in financial statements. |
Recent accounting pronouncements | W. Recent accounting pronouncements ASU 2019-12, Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for annual periods beginning after January 1, 2022 and interim periods within annual periods beginning after January 1, 2023, and early adoption was permitted. The Company currently does not expect the adoption of this accounting standard will have a material impact on its consolidated financial statements VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) W. Recent accounting pronouncements (cont.) ASU 2019-10, Financial Instruments—Credit Losses (Topic 326) I n September 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company currently does not expect that the adoption of this accounting standard will have a material impact on its consolidated financial statements ASU 2021-08, Business Combinations In October 2021 the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. The amendments in this update require that an entity (acquirer), recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company currently does not expect that the adoption of this accounting standard will have a material impact on its consolidated financial statements VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line basis over the estimated useful lives, at the following annual rates: SCHEDULE OF ESTIMATED USEFUL LIVES % Computers and peripherals equipment 33 Office furniture and equipment 6 15 Leasehold improvements (*) (*) Over the shorter of the lease term (including options if any that are reasonably certain to be exercised estimated useful life). |
SCHEDULE OF AMORTIZE INTANGIBLE ASSETS | The useful life used to amortize intangible assets with a defined useful life is as follows: SCHEDULE OF AMORTIZE INTANGIBLE ASSETS % Customer relations 14.3 Technology 16.7 22 Internal software 33 |
OTHER RECEIBALES (Tables)
OTHER RECEIBALES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION | Composition: SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION As of September 30 As of December 31 2022 2021 Prepaid expenses $ 301 $ 350 Government authorities $ 513 $ 624 Other receivables $ - $ 30 Other accounts receivables 814 1,004 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | Composition: SCHEDULE OF PROPERTY AND EQUIPMENT, NET As of As of December 31 2022 2021 Cost: Computers and peripheral equipment $ 490 $ 436 Office furniture and equipment $ 134 $ 134 Leasehold improvements $ 273 $ 273 Total cost $ 897 $ 843 Less: accumulated depreciation (580 ) (509 ) Property and equipment, net 317 334 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
SCHEDULE OF LEASE | Leases recorded on the balance sheet consist of the following: SCHEDULE OF LEASE As of September 30 As of 2022 2021 Assets Right-of-use assets $ 505 $ 569 Liabilities Operating lease – current $ 93 $ 91 Operating lease – non-current $ 433 $ 491 Total lease liabilities $ 526 $ 582 |
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES | Weighted-average remaining lease term and discount rate were as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES As of Operating leases weighted average remaining lease term (in years) 5.42 Operating leases weighted average discount rate 3.10 % |
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES | Maturities of operating lease liabilities as of September 30, 2022 and December 31, 2021, are as follows: SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES As of September 30 As of 2022 2021 2022 $ 22 $ 99 2023 $ 88 $ 100 2024 $ 88 $ 100 2025 $ 88 $ 100 Thereafter $ 251 $ 285 Total lease payments 537 684 Less: imputed interest (11 ) (102 ) Present value of lease liabilities 526 582 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS | SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (*) Internal Software (*) Customer Relations Technology Goodwill Total Cost: Balance as of January 1, 2022 449 10,720 4,790 12,483 28,442 Adjustments to ultimate parent company earning values (see note 1.c) - 2,356 6,958 5,132 14,446 Additions 14 - - - 14 Acquisitions Balance as of September 30, 2022 463 13,076 11,748 17,615 42,902 Accumulated amortization: Balance as of January 1, 2022 - 4,261 3,284 - 7,545 Amortization recognized during the period 85 667 1,228 - 1,980 Balance as of September 30, 2022 85 4,928 4,512 - 9,525 Amortized cost: As of September 30, 2022 378 8,148 7,236 17,615 33,377 Internal Software (*) Customer Relations Technology Goodwill Total Cost: Balance As of January 1, 2021 180 6,080 3,117 2,902 12,279 Cost: beginning balance 180 6,080 3,117 2,902 12,279 Acquisition of Cortex (see note 7) - 4,640 1,673 9,581 15,894 Additions 269 - - - 269 Balance as of December 31, 2021 449 10,720 4,790 12,483 28,442 Cost: ending balance 449 10,720 4,790 12,483 28,442 Accumulated amortization: Balance as of January 1, 2021 - 3,274 2,424 - 5,698 Accumulated amortization: beginning balance - 3,274 2,424 - 5,698 Amortization recognized during the year - 987 860 - 1,847 Balance as of December 31, 2021 - 4,261 3,284 - 7,545 Accumulated amortization: ending balance - 4,261 3,284 - 7,545 Amortized cost: As of December 31, 2021 449 6,459 1,506 12,483 20,897 Amortized cost: 449 6,459 1,506 12,483 20,897 (*) During 2020, Gix Media engaged with a subcontractor for the development of an internal software (the “Software”). Gix Media capitalized its developments costs. Total expenses capitalized as of September 30, 2022, and December 31, 2021, were $ 463 449 Since March 1, 2022, the Software is available for use. Accordingly, Gix Media recognized amortization expenses over the estimated useful life of the Software determined to be three years. For the period from March 1, 2022, until September 30, 2022, Gix Media recorded amortization expenses of $ 85 36 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF BUSINESS COMBINATION OF ASSETS AND LIABILITIES | Fair Value of Cortex’s Identifiable Assets and Liabilities: SCHEDULE OF BUSINESS COMBINATION OF ASSETS AND LIABILITIES Cash and cash equivalents 775 Restricted deposits 29 Trade receivables 10,662 Other accounts receivables 346 Property and Equipment, net 9 Goodwill arising from the acquisition 9,581 Intangible assets 6,134 Total assets 27,716 Accounts payables 8,906 Short-term loan 1,500 Accrued expenses and other current liabilities 854 Deferred taxes and taxes payable 758 Non-Controlling Interests 4,709 Total liabilities 16,727 Total acquisition cost 10,989 Gix Media recorded acquisition costs in the amount of $ 197 Net Cash Flow from the Cortex Transaction: Consideration paid in cash 10,989 Less cash and cash equivalents and restricted deposits received from acquisition of Cortex (804 ) Total net cash paid 10,185 |
ACCOUNTS PAYABLE (Tables)
ACCOUNTS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE | SCHEDULE OF ACCOUNTS PAYABLE As of September 30 As of December 31 2022 2021 Trade payables $ 11,665 $ 10,491 Accrued expenses $ 4,479 $ 6,185 Accounts payable 16,144 16,676 |
OTHER PAYABLES (Tables)
OTHER PAYABLES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER ACCOUNTS PAYABLE | SCHEDULE OF OTHER ACCOUNTS PAYABLE As of September 30 As of December 31 2022 2021 Dividend declared $ 1,000 $ - Government authorities $ 155 $ 615 Employees and payroll accruals $ 567 $ 655 Other accounts payable $ 140 $ 116 Accounts payable other 1,862 1,386 |
LOANS (Tables)
LOANS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF COMPOSITION OF THE BALANCE OF THE GROUP’S LOANS | The following is the composition of the balance of the Group’s loans according to their nominal value: SCHEDULE OF COMPOSITION OF THE BALANCE OF THE GROUP’S LOANS As of Interest rate (*) September 30 2022 December 31 2021 Short-term bank loan – Gix Media LIBOR + 3.20 3,500 3,500 Short-term bank loan – Cortex SOFR + 3.52 1,500 1,500 Long-term bank loan, including current maturity – Gix Media LIBOR + 4.12 4,725 5,770 Bank Loan 9,725 10,770 (*) The LIBOR interest rate will continue to be published until June 2023 and then will be replaced by the Secured Overnight Financing Rate (“SOFR”). |
SCHEDULE OF MATURITIES OF DEBT | Maturities of the Group’s bank loans as of September 30, 2022, are as follows: SCHEDULE OF MATURITIES OF DEBT 2022 6,500 (*) 2023 1,500 2024 1,500 2025 225 Total 9,725 (*) Includes a sum of $ 5,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED INCOME TAXES | Deferred taxes are comprised of the following components: SCHEDULE OF DEFERRED INCOME TAXES As of As of 2022 2021 Deferred tax assets Deferred research and development expenses $ 34 $ 38 Employee compensation and benefits $ 12 $ 19 Operating loss carryforward $ 7,672 $ 7,479 Operating lease right of use asset $ 61 68 Accrued severance pay $ 12 $ 13 Total deferred tax assets $ 7,791 $ 7,617 Deferred tax liabilities: Differences between tax basis and carrying values of loans $ - $ 184 Operating lease right of use liability $ 63 70 Intangible assets associated with business combinations $ 1,853 $ 1,026 Total deferred tax liabilities $ 1,916 1,280 Net deferred tax assets before valuation allowance $ 5,875 $ 6,337 Valuation allowance (7,666 ) (7,230 ) Net deferred tax liabilities $ 1,791 $ 893 |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFITS) | Income tax expenses are comprised as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFITS) 2022 2021 For the nine months ended September 30 2022 2021 Current tax expenses $ 393 $ 78 Tax benefit in respect of prior years $ (102 ) $ (54 ) Deferred tax income $ (227 ) $ (65 ) Total $ 63 $ (41 ) 2022 2021 For the three months ended September 30 2022 2021 Current tax expenses $ 130 $ (23 ) Taxes expenses (benefit) in respect of previous years $ 21 $ (18 ) Deferred tax income $ (96 ) $ (40 ) Total Income tax expenses $ 55 $ (81 ) |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense as reported in the statement of operations is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2022 2021 For the nine months ended 2022 2021 Income before income taxes as reported in the consolidated statements of operations $ 33 $ 44 Statutory tax rate in USA 21 % 21 % Theoretical tax expense $ 7 $ 9 Increase (decrease) in tax expenses resulting from: Lower tax rates for preferred technology enterprises (322 ) (29 ) Non-deductible expenses 5 1 Tax benefits in respect of prior years (102 ) (54 ) Change in valuation allowance 436 58 Others 39 (26 ) Taxes on income $ 63 $ (41 ) |
SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME | F. Loss from continuing operations, before taxes on income, consists of the following: SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 USA $ 385 $ 69 $ 190 $ 27 Israel 574 185 432 71 Total loss before taxes on income $ 959 $ 254 $ 622 $ 98 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SUMMARY OF OUTSTANDING WARRANTS | The following table summarizes information of outstanding warrants as of September 30, 2022: SUMMARY OF OUTSTANDING WARRANTS Warrants Warrant Term Exercise Price Exercisable Class J Warrants 130,333 July 2029 13.44 130,333 Class K Warrants 130,333 July 2029 22.4 130,333 |
SCHEDULE STOCK OPTION ACTIVITY | A summary of Gix Media’s employee share options activity and related information is as follows: SCHEDULE STOCK OPTION ACTIVITY As of September 30, 2022 As of December 31, 2021 Number of options Weighted average exercise price Number of options Weighted average exercise price $ $ Options outstanding at beginning of the year 737,915 1.61 1,120,000 1.56 Changes during the period: Granted - - - - Exercised - - - - Expired or forfeited (577,915 ) 1.41 (382,085 ) 1.61 Outstanding at end of period 160,000 1.41 737,915 1.61 Options exercisable at end of period 157,086 1.41 504,585 1.61 |
SCHEDULE OF OPTION OUTSTANDING AND EXERCISABLE | The following tables summarize additional information regarding the Gix Media’s outstanding and exercisable options as of December 31, 2021: SCHEDULE OF OPTION OUTSTANDING AND EXERCISABLE Options outstanding As of September 30, 2022 Range of Number of Weighted average Weighted $ $ 1.41 160,000 1.41 5.85 Options Exercisable As of September 30, 2022 Range of Number of Weighted average Weighted $ $ 1.41 157,086 1.41 5.82 |
SCHEDULE OF STOCK BASED COMPENSATION EXPENSES | The Company recognized stock-based compensation expenses related to employee’s stock options in the statement of operations as follows: SCHEDULE OF STOCK BASED COMPENSATION EXPENSES 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Research and development 31 (37 ) 29 (3 ) Selling and marketing 11 (6 ) 3 - General and administrative (2 ) 5 - - Total 40 (38 ) 32 (3 ) |
ADDITIONAL INFORMATION REGARD_2
ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Additional Information Regarding To Profit And Loss Items | |
SCHEDULE OF INFORMATION REGARDING TO PROFIT AND LOSS | Composition: SCHEDULE OF INFORMATION REGARDING TO PROFIT AND LOSS A. Research and development expenses: 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Salaries and related expenses 1,633 1,124 519 327 Professional services and subcontractors 906 297 282 96 Share-based compensation $ 31 $ (37 ) $ 29 $ (3 ) Others 387 146 157 51 Research and development expenses $ 2,957 $ 1,530 $ 987 $ 471 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 14: ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS (Cont.) B. Sales and marketing expenses: 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Salaries and related expenses $ 1,401 $ 482 $ 476 $ 179 Share-based compensation 11 (6 ) 3 - Advertising and marketing expenses 363 17 124 7 Other $ 78 $ 91 $ 25 $ 29 Sales and marketing expenses: $ 1,853 $ 584 $ 628 $ 215 C General and administrative expenses: 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Salaries and related expenses 691 545 243 183 Professional services 394 279 140 104 Share-based compensation (2 ) 5 - - Other $ 243 $ 78 $ 67 $ 26 General and administrative $ 1,326 $ 907 $ 450 $ 313 D Financial expenses, net: Financial income: 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Exchange rate differences $ 124 $ 45 $ 55 $ 103 Interest income from loan to related party 110 108 39 40 Financial income $ 234 $ 153 $ 94 $ 143 VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 14: ADDITIONAL INFORMATION REGARDING TO PROFIT AND LOSS ITEMS (Cont.) Financial expenses: 2022 2021 2022 2021 For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Bank interest and fees $ 115 $ 20 $ 58 $ 10 Interest expense from loans 605 21 240 7 Exchange rate differences 846 2 86 - Other 42 19 11 5 Financial expenses $ 1,608 $ 62 $ 395 $ 22 |
LOANS - PARENT COMPANY (Tables)
LOANS - PARENT COMPANY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Short-Term Debt [Line Items] | |
SCHEDULE OF LOAN TO PARENT COMPANY | SCHEDULE OF LOAN TO PARENT COMPANY As of September 30 As of December 31 2022 2021 Loan to Parent Company $ 7,096 $ 6,384 |
Line of Credit [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF LOAN TO PARENT COMPANY | SCHEDULE OF LOAN TO PARENT COMPANY As of September 30 As of December 31 2022 2021 Loan from Parent Company $ 2,527 $ 2,116 |
MAJOR CUSTOMERS (Tables)
MAJOR CUSTOMERS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF TOTAL REVENUES | The following table sets forth the customers that represent 10% or more of the Group’s total revenues in each of the periods presented below: SCHEDULE OF TOTAL REVENUES For the nine months ended September 30 For the three months ended September 30 2022 2021 2022 2021 Customer A 26 % 98 % 19 % 97 % $ 17,340 $ 23,337 $ 4,242 $ 7,863 Customer B 18 % - 20 % - $ 12,240 $ - $ 4,460 $ - |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS | SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS Search segment Digital content segment Adjustments (See below) Nine months ended September 30, 2022 Revenues from external customers 17,600 48,515 - 66,115 Depreciation and amortization - - 2,051 2,051 Segment operating income 316 3,586 (2,495 ) 1,407 Financial expenses, net 99 1 1,274 1,374 Segment Income (loss), before income taxes 217 3,585 (3,769 ) 33 Taxes on income (91 ) 393 (239 ) 63 Segment net income (loss) 308 3,192 (3,530 ) (30 ) VIEWBIX INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands (except share data) NOTE 17: SEGMENT REPOTING (Cont.) Search segment Digital content segment Adjustments (See below) Three months ended September 30, 2022 Revenues from external customers 5,702 17,076 - 22,778 Depreciation and amortization - - 736 736 Segment operating income 147 1,265 (985 ) 427 Financial expenses, net 32 27 242 301 Segment Income (loss), before income taxes 115 1,238 ( 1,227 ) 126 Taxes on income 14 132 ( 91 ) 55 Segment net income (loss) 101 1,106 ( 1,136 ) 71 |
SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS | SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS Nine months ended Three months ended 2022 2022 Segments total operating results $ 3,902 $ 1,412 Depreciation and amortization expenses not attributable to segments (*) $ (2,051 ) $ (736 ) General and administrative and other costs not attributable to the segments (**) $ (544 ) $ (308 ) Finance expenses net, not attributable to the segments (***) (1,274 ) 242 Income (expenses), before income taxes $ 33 $ 126 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life percentage | 33% |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life percentage | 6% |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life percentage | 15% |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful lives | (*) |
SCHEDULE OF AMORTIZE INTANGIBLE
SCHEDULE OF AMORTIZE INTANGIBLE ASSETS (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Customer Relationships [Member] | |
Property, Plant and Equipment [Line Items] | |
Amortization of intangible assets percentage | 14.30% |
Technology [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Amortization of intangible assets percentage | 16.70% |
Technology [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Amortization of intangible assets percentage | 22% |
Internal Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Amortization of intangible assets percentage | 33% |
GENERAL (Details Narrative)
GENERAL (Details Narrative) | Sep. 19, 2022 | Sep. 30, 2022 | Feb. 07, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Related party transaction description | As a result of the Reorganization Transaction, the former holders of Gix Media Shares, who previously held approximately 69% of the Company’s shares on a fully diluted basis, hold 90% of the Company’s Common Stock on a fully diluted basis, and Gix Media became a wholly-owned subsidiary of the Company , which holds 100% of its share capital. | ||
Gix Media [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Ownership percentage | 70% | ||
Share Exchange Agreement [Member] | Viewbix Ltd., [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Ownership percentage | 99.83% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Severance expenses | $ 101 | $ 120 |
SCHEDULE OF OTHER ACCOUNTS RECE
SCHEDULE OF OTHER ACCOUNTS RECEIVABLES COMPOSITION (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Prepaid expenses | $ 301 | $ 350 |
Government authorities | 513 | 624 |
Other receivables | 30 | |
Other accounts receivables | $ 814 | $ 1,004 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 897 | $ 843 |
Less: accumulated depreciation | (580) | (509) |
Property and equipment, net | 317 | 334 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 490 | 436 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 134 | 134 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 273 | $ 273 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 71 | $ 54 |
SCHEDULE OF LEASE (Details)
SCHEDULE OF LEASE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Right-of-use assets | $ 505 | $ 569 |
Operating lease – current | 93 | 91 |
Operating lease – non-current | 433 | 491 |
Total lease liabilities | $ 526 | $ 582 |
SCHEDULE OF WEIGHTED AVERAGE RE
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES (Details) | Sep. 30, 2022 |
Leases | |
Operating leases weighted average remaining lease term (in years) | 5 years 5 months 1 day |
Operating leases weighted average discount rate | 3.10% |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
2022 | $ 22,000 | $ 99,000 |
2023 | 88 | 100 |
2024 | 88 | 100 |
2025 | 88 | 100 |
Thereafter | 251 | 285 |
Total lease payments | 537 | 684 |
Less: imputed interest | (11) | (102) |
Present value of lease liabilities | $ 526,000 | $ 582,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||
Feb. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Payments for rent | $ 67 | ||
Operating lease expense | $ 77 | $ 60 | |
Gix Media [Member] | |||
Payments for rent | $ 10 |
SCHEDULE OF GOODWILL AND INTANG
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost: beginning balance | $ 28,442 | $ 12,279 |
Adjustments to ultimate parent company earning values (see note 1.c) | 14,446 | |
Additions | 14 | 269 |
Acquisition of Cortex (see note 7) | 15,894 | |
Cost: ending balance | 42,902 | 28,442 |
Accumulated amortization: beginning balance | 7,545 | 5,698 |
Amortization recognized during the year | 1,980 | 1,847 |
Accumulated amortization: ending balance | 9,525 | 7,545 |
Amortized cost: | 33,377 | 20,897 |
Internal Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: beginning balance | 449 | 180 |
Adjustments to ultimate parent company earning values (see note 1.c) | ||
Additions | 14 | 269 |
Acquisition of Cortex (see note 7) | ||
Cost: ending balance | 463 | 449 |
Accumulated amortization: beginning balance | ||
Amortization recognized during the year | 85 | |
Accumulated amortization: ending balance | 85 | |
Amortized cost: | 378 | 449 |
Customer Relations [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: beginning balance | 10,720 | 6,080 |
Adjustments to ultimate parent company earning values (see note 1.c) | 2,356 | |
Additions | ||
Acquisition of Cortex (see note 7) | 4,640 | |
Cost: ending balance | 13,076 | 10,720 |
Accumulated amortization: beginning balance | 4,261 | 3,274 |
Amortization recognized during the year | 667 | 987 |
Accumulated amortization: ending balance | 4,928 | 4,261 |
Amortized cost: | 8,148 | 6,459 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: beginning balance | 4,790 | 3,117 |
Adjustments to ultimate parent company earning values (see note 1.c) | 6,958 | |
Additions | ||
Acquisition of Cortex (see note 7) | 1,673 | |
Cost: ending balance | 11,748 | 4,790 |
Accumulated amortization: beginning balance | 3,284 | 2,424 |
Amortization recognized during the year | 1,228 | 860 |
Accumulated amortization: ending balance | 4,512 | 3,284 |
Amortized cost: | 7,236 | 1,506 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost: beginning balance | 12,483 | 2,902 |
Adjustments to ultimate parent company earning values (see note 1.c) | 5,132 | |
Additions | ||
Acquisition of Cortex (see note 7) | 9,581 | |
Cost: ending balance | 17,615 | 12,483 |
Accumulated amortization: beginning balance | ||
Amortization recognized during the year | ||
Accumulated amortization: ending balance | ||
Amortized cost: | $ 17,615 | $ 12,483 |
SCHEDULE OF GOODWILL AND INTA_2
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) (Parenthetical) - USD ($) $ in Thousands | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Capitalized expenses, amount | $ 42,902 | $ 42,902 | $ 28,442 | $ 12,279 |
Amortization expenses | 1,980 | 1,847 | ||
Software Development [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalized expenses, amount | $ 463 | 463 | $ 449 | |
Amortization expenses | $ 85 | |||
Estimates useful life | 36 years |
SCHEDULE OF BUSINESS COMBINATIO
SCHEDULE OF BUSINESS COMBINATION OF ASSETS AND LIABILITIES (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Cash and cash equivalents | $ 775 |
Restricted deposits | 29 |
Trade receivables | 10,662 |
Other accounts receivables | 346 |
Property and Equipment, net | 9 |
Goodwill arising from the acquisition | 9,581 |
Intangible assets | 6,134 |
Total assets | 27,716 |
Accounts payables | 8,906 |
Short-term loan | 1,500 |
Accrued expenses and other current liabilities | 854 |
Deferred taxes and taxes payable | 758 |
Non-Controlling Interests | 4,709 |
Total liabilities | 16,727 |
Total acquisition cost | 10,989 |
Consideration paid in cash | 10,989 |
Less cash and cash equivalents and restricted deposits received from acquisition of Cortex | (804) |
Total net cash paid | $ 10,185 |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 13, 2021 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Long term debt | $ 9,725 | |
Gix Media [Member] | ||
Business Acquisition [Line Items] | ||
Debt instrument face amount | 9,500 | |
Line of credit | 3,500 | |
Long term debt | 6,000 | |
Cortex Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition description of acquired entity | Gix Media acquired 70% (on a fully diluted basis) of the shares of Cortex (“Cortex Transaction”), a private company operating in the field of online media and advertising. In consideration for Cortex Transaction, Gix Media paid NIS 35 million in cash (approximately $11 million), out of which an amount of $0.5 million was deposited in trust for a period of 12 months from the closing date | |
Acquisition costs, amount | $ 197 | |
Cortex Acquistion [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition percentage | 30% | |
Business acquisition diluted basic percentage | 100,000% |
SCHEDULE OF ACCOUNTS PAYABLE (D
SCHEDULE OF ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade payables | $ 11,665 | $ 10,491 |
Accrued expenses | 4,479 | 6,185 |
Accounts payable | $ 16,144 | $ 16,676 |
SCHEDULE OF OTHER ACCOUNTS PAYA
SCHEDULE OF OTHER ACCOUNTS PAYABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Dividend declared | $ 1,000 | |
Government authorities | 155 | 615 |
Employees and payroll accruals | 567 | 655 |
Other accounts payable | 140 | 116 |
Accounts payable other | $ 1,862 | $ 1,386 |
SCHEDULE OF COMPOSITION OF THE
SCHEDULE OF COMPOSITION OF THE BALANCE OF THE GROUP’S LOANS (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | ||
Bank Loan | $ 9,725 | $ 10,770 | |
Gix Media [Member] | |||
Debt instrument description | LIBOR + 4.12 | ||
Gix Media [Member] | Short Term Bank Loan [Member] | |||
Bank Loan | $ 3,500 | 3,500 | |
Debt instrument description | [1] | LIBOR + 3.20 | |
Gix Media [Member] | Long Term Bank Loan [Member] | |||
Bank Loan | $ 4,725 | 5,770 | |
Debt instrument description | [1] | LIBOR + 4.12 | |
Cortex [Member] | Short Term Bank Loan [Member] | |||
Bank Loan | $ 1,500 | $ 1,500 | |
Debt instrument description | [1] | SOFR + 3.52 | |
[1]The LIBOR interest rate will continue to be published until June 2023 and then will be replaced by the Secured Overnight Financing Rate (“SOFR”). |
SCHEDULE OF MATURITIES OF DEBT
SCHEDULE OF MATURITIES OF DEBT (Details) $ in Thousands | Sep. 30, 2022 USD ($) | |
Receivables [Abstract] | ||
2022 | $ 6,500 | [1] |
2023 | 1,500 | |
2024 | 1,500 | |
2025 | 225 | |
Total | $ 9,725 | |
[1]Includes a sum of $ 5,000 |
SCHEDULE OF MATURITIES OF DEB_2
SCHEDULE OF MATURITIES OF DEBT (Details) (Parenthetical) $ in Thousands | Sep. 30, 2022 USD ($) |
Receivables [Abstract] | |
Renewable monthly credit, amount | $ 5,000 |
LOANS (Details Narrative)
LOANS (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |||
Jul. 25, 2022 | Apr. 07, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Long term debt | $ 9,725 | |||
Current maturities of long term loan | 1,500 | $ 1,500 | ||
Gix Media [Member] | ||||
Debt instrument face amount | $ 6,000 | |||
Long term debt term | 48 months | |||
Debt instrument description | LIBOR + 4.12 | |||
Gix Media [Member] | Financing Agreement [Member] | ||||
Line of credit | $ 3,500 | |||
Long term debt | $ 6,000 | |||
Debt instrument, payment terms | (1) the ratio of debt to EBITDA, based on the Gix Media’s consolidated financial statements in all 4 consecutive quarters, will not exceed 2.4 in the first two years and will not exceed 1.75 in the following two years. | |||
Gix Media [Member] | Financing Agreement [Member] | Line of Credit [Member] | ||||
Debt instrument description | LIBOR + 3.2 | |||
Debt instrument, interest rate, stated percentage | 80% | |||
Gix Media [Member] | Financing Agreement [Member] | Maximum [Member] | ||||
Line of credit | $ 3,500 | |||
Cortex and leumi [Member] | Loan agreement [Member] | ||||
Line of credit | $ 2,500 | |||
Debt instrument, interest rate, stated percentage | 10% | 70% | ||
Cortex and leumi [Member] | Loan agreement [Member] | Line of Credit [Member] | ||||
Debt instrument description | SOFR + 3.52% | |||
Cortex and leumi [Member] | Loan agreement [Member] | Maximum [Member] | ||||
[custom:AdditionalLineOfCredit-0] | $ 1,500 | |||
Cortex and leumi [Member] | Loan agreement [Member] | Minimum [Member] | ||||
[custom:AdditionalLineOfCredit-0] | $ 1,000 | |||
Gix Media And Leumi [Member] | Financing Agreement [Member] | ||||
Debt instrument description | SOFR + 5.25% | |||
Current maturities of long term loan | $ 1,500 |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAXES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Deferred research and development expenses | $ 34 | $ 38 |
Employee compensation and benefits | 12 | 19 |
Operating loss carryforward | 7,672 | 7,479 |
Operating lease right of use asset | 61 | 68 |
Accrued severance pay | 12 | 13 |
Total deferred tax assets | 7,791 | 7,617 |
Deferred tax liabilities: | ||
Differences between tax basis and carrying values of loans | 184 | |
Operating lease right of use liability | 63 | 70 |
Intangible assets associated with business combinations | 1,853 | 1,026 |
Total deferred tax liabilities | 1,916 | 1,280 |
Net deferred tax assets before valuation allowance | 5,875 | 6,337 |
Valuation allowance | (7,666) | (7,230) |
Net deferred tax liabilities | $ 1,791 | $ 893 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFITS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Current tax expenses | $ 130 | $ (23) | $ 393 | $ 78 |
Taxes expenses (benefit) in respect of previous years | 21 | (18) | (102) | (54) |
Deferred tax income | (96) | (40) | (227) | (65) |
Total Income tax expenses | $ 55 | $ (81) | $ 63 | $ (41) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income before income taxes as reported in the consolidated statements of operations | $ 33 | $ 44 | ||
Statutory tax rate | 21% | 21% | ||
Theoretical tax expense | $ 7 | $ 9 | ||
Lower tax rates for preferred technology enterprises | (322) | (29) | ||
Non-deductible expenses | 5 | 1 | ||
Tax benefits in respect of prior years | $ 21 | $ (18) | (102) | (54) |
Change in valuation allowance | 436 | 58 | ||
Others | 39 | (26) | ||
Taxes on income | $ 55 | $ (81) | $ 63 | $ (41) |
SCHEDULE OF LOSS (INCOME) FROM
SCHEDULE OF LOSS (INCOME) FROM CONTINUING OPERATIONS, BEFORE TAXES ON INCOME (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Total loss before taxes on income | $ 622 | $ 98 | $ 959 | $ 254 |
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Total loss before taxes on income | 190 | 27 | 385 | 69 |
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Total loss before taxes on income | $ 432 | $ 71 | $ 574 | $ 185 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax examination description | On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018 | ||
Corporate tax rate | 12% | ||
Valuation allowances, deferred tax assets | $ 7,666 | $ 7,230 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax examination description | Net operating losses in the U.S. are available through 2035 | ||
UNITED STATES | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 19,000 | ||
Viewbix Israel [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 15,015 | ||
Israel Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Corporate tax rate | 23% | ||
Israel Tax Authority [Member] | Forecast [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Corporate tax rate | 23% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands | Sep. 30, 2022 USD ($) |
Gix Media [Member] | |
Security deposit | $ 195 |
Cortex [Member] | |
Security deposit | $ 27 |
SUMMARY OF OUTSTANDING WARRANTS
SUMMARY OF OUTSTANDING WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Class J Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants | 130,333 |
Warrant Term | July 2029 |
Exercise Price | $ / shares | $ 13.44 |
Exercisable | 130,333 |
Class K Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants | 130,333 |
Warrant Term | July 2029 |
Exercise Price | $ / shares | $ 22.4 |
Exercisable | 130,333 |
SCHEDULE STOCK OPTION ACTIVITY
SCHEDULE STOCK OPTION ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of options outstanding, beginning balance | 737,915 | 1,120,000 |
Weighted average exercise price, beginning balance | $ 1.61 | $ 1.56 |
Number of options outstanding, granted | ||
Weighted average exercise price, granted | ||
Number of options outstanding options exercised | ||
Weighted average exercise price, exercised | ||
Number of options outstanding options Expired or forfeited | (577,915) | (382,085) |
Weighted average exercise price, expired or forfeited | $ 1.41 | $ 1.61 |
Number of options outstanding, ending balance | 160,000 | 737,915 |
Weighted average exercise price, ending balance | $ 1.41 | $ 1.61 |
Number of options outstanding, exercisable | 157,086 | 504,585 |
Weighted average exercise price, exercisable | $ 1.41 | $ 1.61 |
SCHEDULE OF OPTION OUTSTANDING
SCHEDULE OF OPTION OUTSTANDING AND EXERCISABLE (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Range of exercise price, outstanding | 1.41 | ||
Number of options outstanding | 160,000 | 737,915 | 1,120,000 |
Weighted average exercise price, outstanding | $ 1.41 | $ 1.61 | $ 1.56 |
Weighted average remaining contractual term, outstanding | 5 years 10 months 6 days | ||
Range of exercise price, exercisable | 1.41 | ||
Number of options outstanding, exercisable | 157,086 | 504,585 | |
Weighted average exercise price, exercisable | $ 1.41 | $ 1.61 | |
Weighted average remaining contractual term, exercisable | 5 years 9 months 25 days |
SCHEDULE OF STOCK BASED COMPENS
SCHEDULE OF STOCK BASED COMPENSATION EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total | $ 32 | $ (3) | $ 40 | $ (38) |
General and administrative | (32) | 3 | (40) | 38 |
Research and Development Expense [Member] | ||||
Total | 29 | 3 | 31 | 37 |
General and administrative | (29) | (3) | (31) | (37) |
Selling and Marketing Expense [Member] | ||||
Total | 3 | 11 | 6 | |
General and administrative | (3) | (11) | (6) | |
General and Administrative Expense [Member] | ||||
Total | 2 | 5 | ||
General and administrative | $ (2) | $ (5) |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Aug. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common stock, voting rights | Ordinary shares confer the right to: (i) participate in the general meetings, to one vote per share for any purpose, to an equal part, on share basis, (ii) in distribution of dividends and (iii) to equally participate, on share basis, in distribution of excess of assets and funds from the Company and will not confer other privileges unless stated hereunder or in the Companies Law otherwise. Some investors have standard anti-dilutive rights, registration rights, and information and representation rights | |||||
Reverse stock split | Company filed the Amended COI with the Secretary of State of Delaware to effect a 28 to 1 reverse stock split of the Company’s outstanding shares of Common Stock | |||||
Dividends non controling interest | $ 453 | $ 1,195 | ||||
Cortex [Member] | ||||||
Dividends non controling interest | $ 1,195 | |||||
Gix Media [Member] | ||||||
Dividends non controling interest | $ 1,000 |
SCHEDULE OF INFORMATION REGARDI
SCHEDULE OF INFORMATION REGARDING TO PROFIT AND LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Research and development expenses | $ 987 | $ 471 | $ 2,957 | $ 1,530 |
Sales and marketing expenses: | 628 | 215 | 1,853 | 584 |
General and administrative | 450 | 313 | 1,326 | 907 |
Financial income | 94 | 143 | 234 | 153 |
Financial expenses | 395 | 22 | 1,608 | 62 |
Exchange Rate Differences [Member] | ||||
Financial income | 55 | 103 | 124 | 45 |
Financial expenses | 86 | 846 | 2 | |
Interest Income From Loan To Related Party [Member] | ||||
Financial income | 39 | 40 | 110 | 108 |
Bank Interest and Fees [Member] | ||||
Financial expenses | 58 | 10 | 115 | 20 |
Interest Expense from Loans [Member] | ||||
Financial expenses | 240 | 7 | 605 | 21 |
Other [Member] | ||||
Financial expenses | 11 | 5 | 42 | 19 |
Research and Development Expense [Member] | ||||
Salaries and related expenses | 519 | 327 | 1,633 | 1,124 |
Professional services | 282 | 96 | 906 | 297 |
Share-based compensation | 29 | (3) | 31 | (37) |
Others | 157 | 51 | 387 | 146 |
Selling and Marketing Expense [Member] | ||||
Salaries and related expenses | 476 | 179 | 1,401 | 482 |
Share-based compensation | 3 | 11 | (6) | |
Advertising and marketing expenses | 124 | 7 | 363 | 17 |
Other | 25 | 29 | 78 | 91 |
General and Administrative Expense [Member] | ||||
Salaries and related expenses | 243 | 183 | 691 | 545 |
Professional services | 140 | 104 | 394 | 279 |
Share-based compensation | (2) | 5 | ||
Other | $ 67 | $ 26 | $ 243 | $ 78 |
SCHEDULE OF LOAN TO PARENT COMP
SCHEDULE OF LOAN TO PARENT COMPANY (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Loan from Parent Company | $ 7,096 | $ 6,384 |
Line of Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Loan from Parent Company | $ 2,527 | $ 2,116 |
LOANS - PARENT COMPANY (Details
LOANS - PARENT COMPANY (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Interest Income, Related Party | $ 110 | $ 108 |
SCHEDULE OF TOTAL REVENUES (Det
SCHEDULE OF TOTAL REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Concentration Risk [Line Items] | ||||
Total revenue | $ 22,778 | $ 8,079 | $ 66,115 | $ 23,874 |
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 19% | 97% | 26% | 98% |
Total revenue | $ 4,242 | $ 7,863 | $ 17,340 | $ 23,337 |
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 20% | 18% | ||
Total revenue | $ 4,460 | $ 12,240 |
SCHEDULE OF SEGMENTS REVENUES A
SCHEDULE OF SEGMENTS REVENUES AND OPERATING RESULTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | $ 22,778 | $ 8,079 | $ 66,115 | $ 23,874 |
Depreciation and amortization | 736 | 427 | 2,051 | 1,289 |
Segment operating income | 427 | (111) | 1,407 | (44) |
Financial expenses, net | 301 | (121) | 1,374 | (91) |
Segment Income (loss), before income taxes | 126 | 10 | 33 | 47 |
Taxes on income | 55 | (81) | 63 | (41) |
Segment net income (loss) | 71 | $ 91 | (30) | $ 88 |
Search Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 5,702 | 17,600 | ||
Depreciation and amortization | ||||
Segment operating income | 147 | 316 | ||
Financial expenses, net | 32 | 99 | ||
Segment Income (loss), before income taxes | 115 | 217 | ||
Taxes on income | 14 | (91) | ||
Segment net income (loss) | 101 | 308 | ||
Digital Content Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 17,076 | 48,515 | ||
Depreciation and amortization | ||||
Segment operating income | 1,265 | 3,586 | ||
Financial expenses, net | 27 | 1 | ||
Segment Income (loss), before income taxes | 1,238 | 3,585 | ||
Taxes on income | 132 | 393 | ||
Segment net income (loss) | 1,106 | 3,192 | ||
Adjustments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | ||||
Depreciation and amortization | 736 | 2,051 | ||
Segment operating income | (985) | (2,495) | ||
Financial expenses, net | 242 | 1,274 | ||
Segment Income (loss), before income taxes | 1,227 | (3,769) | ||
Taxes on income | 91 | (239) | ||
Segment net income (loss) | $ 1,136 | $ (3,530) |
SCHEDULE OF RECONCILIATION BETW
SCHEDULE OF RECONCILIATION BETWEEN SEGMENTS OPERATING RESULTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Segment Reporting Information [Line Items] | |||||
Segments total operating results | $ 427 | $ (111) | $ 1,407 | $ (44) | |
Depreciation and amortization expenses not attributable to segments | (736) | (427) | (2,051) | (1,289) | |
General and administrative and other costs not attributable to the segments | (450) | (313) | (1,326) | (907) | |
Finance expenses net, not attributable to the segments | 301 | (121) | 1,374 | (91) | |
Income before income taxes | 126 | $ 10 | 33 | $ 47 | |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segments total operating results | 1,412 | 3,902 | |||
Depreciation and amortization expenses not attributable to segments | [1] | (736) | (2,051) | ||
General and administrative and other costs not attributable to the segments | [2] | (308) | (544) | ||
Finance expenses net, not attributable to the segments | [3] | 242 | (1,274) | ||
Income before income taxes | $ 126 | $ 33 | |||
[1]Mainly consist of technology and customer relations amortization costs from business combinations (see note 7).[2]Mainly consist of salary and related expenses, professional consulting expenses and other expenses in connection with the business combinations and the Reorganization Transaction.[3]Mainly consist of financial expenses from the Financing Agreement of bank loans taken for business combinations (see note 10). |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ in Thousands | 1 Months Ended |
Oct. 31, 2022 USD ($) | |
Subsequent Event [Member] | Noncontrolling Interest [Member] | |
Subsequent Event [Line Items] | |
Dividend amount | $ 127 |