TIDMALB
RNS Number : 9478T
Albert Technologies Ltd
26 March 2019
26 March 2019
Albert Technologies Ltd.
("Albert Technologies", the "Company" or the "Group")
Full Year Results for the year ended 31 December 2018
Albert Technologies (AIM: ALB.L) today announces its audited
results for the year ended 31 December 2018. The Company has made
continued progress in deploying Albert, the world's first and only
fully autonomous Artificial Intelligence (AI) Marketing Platform,
as a SaaS product for brands and agencies, underlining the
potential of this ground-breaking proprietary technology. Supported
by a growing number of enterprise clients and increased activity
with top global agencies, the company expects continued growth in
the coming year.
Financial Highlights:
-- The Board is pleased to report 2018 financial results met its budget expectations
-- Revenues increased to $4.6m, an almost threefold increase on the $1.7m achieved in 2017
-- 50% increase in average monthly revenue per customer, year on year
-- Adjusted EBITDA* loss of $12.2m (2017: $11.4m)
-- Operating loss of $12.7m (2017: $11.8m)
-- Net cash of $15.4m at year end (2017: $11.1m), following
successful fundraise of $16.8m, net, in June 2018
* Non-IFRS and unaudited, excludes share based compensation
expenses of $434K (Cost of revenues-7K, R&D-$303K, S&M-$51K
and G&A-$73K) and $361K (Cost of revenues-$10K, R&D-$197K,
S&M-$99K and G&A-55K) in 2018 and 2017, respectively, and
depreciation expenses of $106K (R&D-$78K, S&M-$21K and
G&A-$7K) and $80K (Cost of revenues-$1K, R&D-$66K,
S&M-$5K and G&A-$8K) in 2018 and 2017, respectively.
Operational Highlights:
Significant progress with enterprise clients and agencies in the
period:
-- Fourfold increase in the number of enterprise clients
-- Progress in direct activity with top global agencies
-- Continued expansion of activity with existing enterprise clients
-- Headcount increased to 114, mainly in connection with account
management functions, to support enterprise client activity
-- Transition from a tech-centric focus to a broader sales and marketing culture to provide enterprise-grade service to our customers
Current Trading:
-- Strong enterprise pipeline to support continued growth
-- Industry recognition for Albert - recent Forrester and
Gartner reports include Albert as one of the top AI
transformational solutions in the advertising industry
-- Continued strict cash control and focus on key areas of investment
Or Shani, Chief Executive Officer, said:
"2018 was an important year of progress for Albert Technologies.
During 2018 we began working with a significant number of new
enterprise clients, each of which have meaningful growth potential.
The performance data from early client campaigns has clearly
demonstrated to our customers how Artificial Intelligence can drive
significant improvement in results while also providing previously
undiscovered insights, compared to manual execution.
Our progress in 2019 will be determined by our success in
securing new enterprise clients and our strategy is geared towards
achieving that aim. Pleasingly, we start 2019 with a dozen active
enterprise clients and an additional dozen in the current pipeline,
in various stages of discussion. Our experience to date reinforces
our belief in our strategic goal of building towards a critical
mass of active clients during 2019 and 2020.
In addition to progress with enterprise brands, we made
significant steps forward on the agency front. Recent engagement
with some of the top global agencies has successfully demonstrated
how autonomous, cross channel marketing AI can create more
efficient and productive operations and deliver increased returns
on digital marketing spend for customers.
During the second half of 2018 we strengthened our market-facing
presence by building out our customer support and success
functions, in order to be able to better support the needs of our
enterprise clients and also facilitate expansion. We have created
dedicated account management and professional services teams to
enable smooth onboarding processes and enterprise-grade services.
With this team in place, we believe we have the right talent and
resource to meet our key strategic goal of growing our enterprise
footprint and the current pipeline reinforces our optimism.
As part of this transition we launched a new brand identity,
emphasizing Albert's unparalleled impact on the complex digital
landscape by processing, analysing and acting on audience and
tactic data at scale, across omni-channels (paid search, social and
programmatic).
With our current enterprise client base and pipeline of
opportunities, coupled with our strong and focused team, the Board
is confident about the future. By the very nature of a new emerging
technology, it is difficult to accurately predict short term
revenue outcomes, but Albert's proven effectiveness coupled with
growing and tangible interest from large enterprises, give us
growing confidence about the market opportunity for Albert and our
Company's future prospects.
For further information, please contact:
Albert Technologies Ltd
Tel: +972 3537 7137
Or Shani, Chief Executive Officer
Yoram Freund, Chief Financial Officer
https://albert.ai/
Cantor Fitzgerald Europe (Nominated Adviser
and Broker)
Philip Davies Corporate Finance
William Goode
Caspar Shand-Kydd Equity sales
Arthur Gordon +44 (0)20 7894 7000
The Nisse Consultancy
Jason Nisse +44 (0)7769 688618
This announcement has been released by Yoram Freund, CFO, on
behalf of the Company.
About Albert Technologies Ltd.
Founded in 2010, Albert Technologies Ltd. (AIM: ALB.L), a global
software company, is the creator of Albert - the first-ever fully
autonomous cross-channel artificial intelligence marketing
platform. Albert is a cloud-based artificial intelligence platform
that plugs into a digital marketer's existing tech stack and
operates it. An intelligent collection of over 200 different
skills, Albert is the self-learning digital marketing ally for
marketers: a thinker, a doer, and a support system; automating,
orchestrating and evolving campaigns. Always aware of the entire
landscape, Albert analyzes the previously unanalyzable, taking
purposeful action and flexibly optimizing against business goals.
The result: better allocation of budget against channels, audiences
and tactics in search, social and programmatic channels. Brands
such as The Big Red Group and Dole Asia, and global advertising
agencies, credit Albert with significantly increased sales, an
accelerated path to revenue, the ability to make more informed
investment decisions, and reduce operational costs.
About Albert
Albert is integrated with Google's search and programmatic
channels, as well as Facebook, Instagram, YouTube and Bing,
delivering access to 90% of biddable inventory that drives the
market.
Unlike AI technology that makes recommendations but leaves
taking action up to humans, Albert is the world's first autonomous
AI for digital marketers. Albert takes action on behalf of
marketers, making adjustments and improvements every moment of
every day without delay. Albert enables true agile cross channel
management: the typical approach of setting channel budgets up
front based on past performance and optimizing towards
channel-specific metrics as proxies for business outcomes is an
inexact science. Albert manages budgets flexibly in response to
market conditions and autonomously optimizes against the business
goal brands set, resulting in better allocation of budget against
channels, audiences, tactics - all within the guardrails
specified.
For example, in search campaigns, Albert continuously adjusts
bids on audiences / schedule / devices / ads according to real-time
data while shifting budget according to performance / engagement to
ensure ads get in front of the right customers - all while avoiding
over-bidding. In paid social, Albert gets detailed, machine-level
reporting on how interests perform and uses that to optimize
audiences, ad sets and lookalikes. This is an approach only an
autonomous AI can do. In programmatic, Albert leverages real-time
engagement of display, cross-channel learning, and smart look-alike
modeling. In each channel Albert expands cautiously, spending
budget only after understanding what's working, without limiting
campaign reach by just eliminating sources.
In addition, everything Albert does happens in clients' Google
and Facebook accounts, so there is full transparency of cost and
actions.
Albert is designed to learn, evolve, and improve performance
over time, getting results for brands through a constant balancing
act between spend vs. performance vs. creative fatigue vs. organic
impact, retargeting vs. prospecting, branding vs. lower funnel
activity and cross-channel budget allocations. These complex
multivariate calculations deliver unprecedented impact for
marketers.
Chief Executive's Report
I am pleased to report a period of significant progress for the
Company. Revenues for 2018 amounted to $4.6m, representing an
almost threefold increase over the prior period. Our current
customer base carries significant growth potential with 12
diversified enterprise organisations currently contributing to our
revenues, some of which are among the largest advertisers in the
world.
Enterprise clients carry huge potential for scalable growth,
albeit the sales process, onboarding and expansion of these
accounts takes longer than for our previous roster of midsize and
small businesses. This does make forecasting near term outcomes
more difficult at this point in the Company's growth cycle but
there is no doubt that our technology is highly regarded, as
detailed below. Initial "proof of concept" activity with enterprise
clients has already contributed to a 50% increase in our average
monthly revenue per customer at year end, compared to last year. At
the year end, monthly recurring revenues were US$0.45 million.
In line with our stated strategy, and as also referred to above,
during 2018 we increased our investment in Sales and Marketing,
mainly in Account Management infrastructure and this contributed in
part to the operating loss in 2018 that increased to $12.7m (2017:
loss $11.8m).
We started 2019 with an enterprise-ready, dedicated team which
will enable us to meet the ever-increasing demands of working with
large, global customers, to expand their activity with us and to
gain additional enterprise clients throughout the year.
Market overview
During 2018 our market continued to evolve, resulting in
increased interest and demand for AI technologies in the marketing
space. According to the Salesforce '2019 State of Marketing
Report', only 28% of marketers are completely satisfied with their
ability to engage customers across channels at scale. Marketers'
ability to engage dynamically across channels - or evolve from
channel to channel based on customer actions - is nascent. When
marketers deploy AI to get this right, the opportunity is enormous,
as highlighted in a September 2018 report from the McKinsey Global
Institute which estimates that AI has the potential to create
$200bn-$300bn annual incremental value in marketing and budget
allocation and customer acquisition/lead generation.
The two major analyst firms covering our sector, Gartner Inc.,
and Forrester Research, took notice of Albert in 2018. In October
2018, Albert was the only company of its size listed in Gartner
Inc.'s 2018 "Magic Quadrant for Ad Tech" research report. In a
Notable Mention, Gartner wrote, "Brands comfortable with a
disruptive, AI--based autonomous system that leap--frogs
conventional approaches to ad management should consider Albert for
their next campaign. "
(Gartner, Inc., Magic Quadrant for Ad Tech, 2018, Andrew Frank,
Lizzy Foo Kune, James Meyers, Eric Schmitt, October 11, 2018.)
Forrester Research made multiple mentions of Albert. First in an
August 2018 report titled, "Leverage AI To Improve Marketing
Efficiency" and then in a January 2019 report titled "How AI Is
Transforming Advertising And What You Should Do About It." Last
month, Forrester invited Albert to participate in an upcoming
report, Now Tech: Omnichannel Media Management, Q2 2019, which will
place Albert alongside many established players.
Operational review
During 2018 our Enterprise customer base grew significantly from
3 in the beginning of 2018 to 12 Global Fortune 2000 companies by
the year end.
Notable client wins during the year include:
-- February 2018 - we announced initial activity with one of the
top 5 global advertising agencies for a pilot project, which began
in April 2018 and still rolls out;
-- March 2018 - we announced a pilot project with one of the
world's biggest insurance companies. The activity with this
insurance company grew materially throughout the year and is now
spread over 6 territories in Asia-Pacific and expected to expand
into additional territories in the coming months;
-- March 2018 - we announced an initial pilot project with one
of Europe's leading telecommunications companies. The activity with
this telecommunications company has continued consistently since
then;
-- April 2018 - we announced a pilot project in Latin America
with a Fortune 50 consumer goods corporation. In the past few
months the activity with this consumer goods corporation expanded
from a single territory to additional territories in Latin America
and to additional brands;
-- July 2018 - we announced an agreement with one of the largest
US retailing chains. Pilot activity with this large US retailing
company started during the second half of 2018 and we are now in
discussions for expansion of the activity;
-- July 2018 - we announced an agreement with one of the largest
telecommunications companies in Australia (signed through our
Australian partnership). Activity with this customer started in
August 2018 and is overachieving past performance results of this
customer since then;
-- November 2018 - we started initial activity with one of the
largest American multinational food and beverage corporations.
Following very promising early performance results, activity with
this customer is expected to expand in the second half of 2019;
-- December 2018 - we started initial activity with a
multinational telecommunications company, which is one of the
largest telephone operating companies in the world, for one of its
brands; and
-- January 2019 - we started an initial project with an
additional top 5 advertising agency network in the world, for one
of its customers, in order to evaluate our technology. Following
successful results, we are now in discussions for expansion of this
activity into additional brands.
Team
During the year, we added expertise to drive the important
transition from a tech-centric culture to a sales and marketing
mindset. As part of our efforts to penetrate the Enterprise market
and better understand the Agency model, we appointed Rob Norman as
a Non-Executive Director at the 2018 AGM. Rob has worked for
companies within the WPP media agency network for over three
decades, most recently as Global Chief Digital Officer of GroupM,
and brings significant knowledge, expertise and industry
relationships to the Board.
During the year, we also made two key appointments to the US
team. Mark Kirschner, formerly The Trade Desk, eBay Enterprise and
Rakuten, has been appointed CMO and brings over 25 years of
experience in marketing technology, e-commerce and product
management with technology and media companies. In addition, we
widened our Enterprise suite by adding Jasmine Presson, SVP,
Strategic Client Services, formerly Managing Partner, Strategic
Group Account Lead at MediaCom.
Our total number of employees at year end was 114 employees (Dec
2017: 100), of which 68 are in R&D, 17 in Sales, Business
Development and Marketing, 19 Account Management and Professional
Services and 10 in G&A.
Summary and outlook
The past year marked an important period in our Company's
evolution as we started to gain an increasing number of enterprise
clients, enabling us to demonstrate the huge benefit and unique
value proposition of our technology. At this stage in our market's
maturity it is difficult to pinpoint exact predictions of the rate
of revenue growth by the end of the current year, but the growth
trend is clear. Following successful projects, there is increasing
take-up of our solutions by brands (as evidenced by the increased
spend per customer) and this is coupled with growing interest from
agencies. Our pipeline is encouraging and we therefore expect
continued growth in 2019.
The Board is focused on delivering shareholder value and is
confident about the Company's continued prospects.
Financial review
Introduction
During 2018 the Company continued to make significant progress
in growing its revenues. In line with our stated strategy, we have
continued to invest in our infrastructure throughout the year,
mainly in the account management functions to enable our current
and future growth. In May 2018 the Company raised $16.8m (net) from
new and existing shareholders.
Revenues
Revenues for 2018 amounted to $4.6m, an increase of 2.7x
compared to revenues of $1.7m in 2017. Monthly recurring revenues
increased 1.5x and reached $0.45m in December 2018, compared to
$0.3m in December 2017.
The increase in revenues was achieved due to a shift in our
customer base, while focusing on large-scale enterprise clients.
Average monthly revenue per customer increased 1.5x during the
period December 2017 to December 2018.
Gross Profit
Gross margin remained 84%, as in the previous year, resulting in
gross profit of $3.9m in 2018, compared to $1.4m in 2017.
Operating Loss
Operating loss for 2018 totalled $12.7m, compared to $11.8m in
2017.
Excluding share-based compensation expenses of $0.4m and
depreciation expenses of $0.1m, adjusted operating loss totalled
$12.2m, compared to $11.4m loss in 2017 (excluding share-based
compensation expenses of $0.3m and depreciation expenses of
$0.1m).
The increase in our operating loss is attributed mainly to the
increase in our R&D and S&M expenses, mainly due to
increase in our average head-count throughout 2018 compared to the
previous year.
Adjusted* Financial Review
2018 2017 Diff
$'000 $'000 $'000
Revenues 4,609 1,733 2,876
Cost of revenues* (724) (284) (440)
Gross profit 3,885 1,449 2,436
--------- --------- --------
% of revenues 84% 84%
Research and Development expenses* (7,290) (5,560) (1,730)
Selling and Marketing expenses* (6,602) (5,360) (1,242)
General and Administrative
expenses* (2,195) (1,910) (285)
Total operating expenses (16,087) (12,830) (3,257)
--------- --------- --------
Operating loss* (12,202) (11,381) (821)
--------- --------- --------
* Non-IFRS and unaudited, excludes share based compensation
expenses of $434K (Cost of revenues-7K, R&D-$303K, S&M-$51K
and G&A-$73K) and $361K (Cost of revenues-$10K, R&D-$197K,
S&M-$99K and G&A-55K) in 2018 and 2017, respectively, and
depreciation expenses of $106K (R&D-$78K, S&M-$21K and
G&A-$7K) and $80K (Cost of revenues-$1K, R&D-$66K,
S&M-$5K and G&A-$8K) in 2018 and 2017, respectively.
Cash flows
Cash, cash equivalents and short-term bank deposits at 31
December 2018 were $15.4m (31 December 2017: $11.1m). The change in
our cash position is attributed mainly to $16.8m, net, fundraise
completed in June 2018, offset by funds used for our operating
activities. We continue to maintain close cash control.
FORWARD LOOKING STATEMENT
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". By their nature,
forward-looking statements involve risk and uncertainty since they
relate to future events and circumstances. Actual results may, and
often do, differ materially from any forward-looking statements.
Any forward-looking statements in this announcement reflect Albert
Technologies' view with respect to future events as at the date of
this announcement. Save as required by law or by the AIM Rules for
Companies, Albert Technologies undertakes no obligation to publicly
revise any forward-looking statements in this announcement
following any change in its expectations or to reflect events or
circumstances after the date of this announcement.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
U.S. dollars in thousands
31 December
------------------
Note 2018 2017
---- -------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 15,410 $ 3,955
Short-term bank deposits - 7,105
Restricted cash 155 101
Trade receivables, net and contract assets 3 1,804 2,175
Other accounts receivable and prepaid expenses 582 747
-------- --------
Total current assets 17,951 14,083
-------- --------
NON-CURRENT ASSETS:
Property and equipment, net 4 261 254
Total non-current assets 261 254
-------- --------
Total assets $ 18,212 $ 14,337
======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
U.S. dollars in thousands
31 December
------------------
Note 2018 2017
---- -------- --------
LIABILITIES AND EQUITY:
CURRENT LIABILITIES:
Trade payables $ 483 $ 1,618
Other accounts payable and accrued expenses 5 2,231 2,013
-------- --------
Total current liabilities 2,714 3,631
-------- --------
NON-CURRENT LIABILITIES:
Employee benefit liabilities, net 115 118
-------- --------
EQUITY: 8
Share capital -
Ordinary shares 265 162
Share premium 56,634 39,559
Capital reserve (193) (193)
Accumulated deficit (41,323) (28,940)
-------- --------
Total equity 15,383 10,588
-------- --------
Total liabilities and equity $ 18,212 $ 14,337
======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE
LOSS
U.S. dollars in thousands (except per share data)
Year ended
31 December
----------------------
Note 2018 2017
---------- ----------
Continuing operations:
Revenues 10 $ 4,609 $ 1,733
Cost of revenues 12a (731) (295)
---------- ----------
Gross profit 3,878 1,438
---------- ----------
Operating expenses:
Research and development 12b (7,671) (5,823)
Selling and marketing 12c (6,674) (5,464)
General and administrative 12d (2,275) (1,973)
Total operating expenses (16,620) (13,260)
---------- ----------
Operating loss (12,742) (11,822)
Financial income 191 217
Financial expenses (87) (17)
Loss before taxes on income (12,638) (11,622)
Taxes on income 6d (91) (184)
---------- ----------
Net loss from continuing operations $ (12,729) $ (11,806)
Discontinued operations:
Net profit (loss) after tax from discontinued
operations 9 $ 346 $ (1,214)
---------- ----------
Net loss and total comprehensive loss $ (12,383) $ (13,020)
---------- ----------
Net loss per share attributable to the
Company's shareholders (in $) 14
Basic and diluted loss per ordinary share $ (0.15) $ (0.21)
========== ==========
Basic and diluted loss per ordinary share
for continuing
operations $ (0.15) $ (0.19)
========== ==========
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
U.S. dollars in thousands
Capital Accumulated
Share capital Share premium reserve deficit Total equity
------------- ------------- -------- ----------- ------------
Balance as of 1 January
2017 $ 160 $ 39,146 $ (193) $ (15,920) $ 23,193
Exercise of options 2 - - - 2
Cost of share-based
payment, net - 413 - - 413
Total comprehensive
loss - - - (13,020) (13,020)
Balance as of 31 December
2017 162 39,559 (193) (28,940) 10,588
Exercise of options 2 56 - - 58
Cost of share-based
payment, net - 302 - - 302
Issuance of shares,
net of issuance expenses 101 16,717 - - 16,818
Total comprehensive
loss - - - (12,383) (12,383)
------------- ------------- -------- ----------- ------------
Balance as of 31 December
2018 $265 $56,634 $(193) (41,323) $15,383
============= ============= ======== =========== ============
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Year ended
31 December
----------------------
2018 2017
---------- ----------
Cash flows from operating activities:
Net loss $ (12,383) $ (13,020)
---------- ----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Adjustments to the profit or loss items:
Share-based payment 302 413
Tax expense 91 184
Depreciation 106 107
Finance income (135) (172)
Exchange rate differences in respect of cash and
cash equivalents 43 17
407 549
---------- ----------
Changes in asset and liability items:
Decrease in trade receivables and contract assets 371 1,064
Decrease (increase) in other accounts receivable
and prepaid expenses 274 (386)
Decrease in trade payables (1,135) (688)
Increase in other accounts payable and accrued
expenses 105 1,211
Accrued interest on short-term bank deposits (54) (105)
Increase (decrease) in employee benefit liabilities,
net (3) 6
(442) 1,102
---------- ----------
Cash paid during the year for:
Interest received 136 172
Income tax paid (109) (363)
---------- ----------
27 (191)
Net cash used in operating activities (12,391) (11,560)
---------- ----------
The accompanying notes are an integral part of the consolidated
financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.)
U.S. dollars in thousands
Year ended
31 December
--------------------
2018 2017
-------- --------
Cash flows from investing activities:
Purchase of property and equipment $ (91) $ (133)
Withdrawal of (investment in) short-term bank
deposits 7,159 (7,000)
Withdrawal of (investment in) restricted cash (55) 86
Net cash provided by (used in) investing activities 7,013 (7,047)
-------- --------
Cash flows from financing activities:
Exercise of options 58 2
Proceeds from issuance of shares, net 16,818 -
Net cash provided by financing activities 16,876 2
-------- --------
Exchange rate differences in respect of cash
and cash equivalents (43) (17)
-------- --------
Increase (decrease) in cash and cash equivalents 11,455 (18,622)
Cash and cash equivalents at the beginning of
the year 3,955 22,577
-------- --------
Cash and cash equivalents at the end of the year $ 15,410 $ 3,955
======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
NOTE 1:- GENERAL
a. Company description:
Albert Technologies Ltd. ("the Company") was incorporated under
the laws of Israel and commenced operations in September 2010. The
Company's registered address is 20 Lincoln Street, Tel-Aviv,
Israel.
The Company offers Artificial Intelligence-based software
("Albert") to brands and advertising agencies using a SaaS model.
The Company develops and deploys algorithmic solutions to provide
marketers with a self-driving solution for cross-channel campaign
execution, testing, optimization, analysis, and insights.
The Company's shares are admitted for trading on AIM, commencing
June 2015, under the symbol "ALB".
In May 2018 the Company completed an additional placing of
36,756,757 Ordinary shares at a price of GBP0.37 per share ($0.49),
with new and existing institutional shareholders for total
consideration of GBP12,645 ($16,818), net of issuance expenses of
$1,099.
b. In March 2014, the Company established a wholly-owned
subsidiary in the United States, Albert Technologies Inc., which is
engaged in the distribution of the Company's products and services
in the United States, as well as provides the Company with advisory
and management services.
In August 2016, the Company established a wholly-owned
subsidiary in Israel, AA Digital Media (All Aspect) Ltd. which
commenced operating in November 2016. All Aspect was engaged in
trading media in various strategies with an array of participants
in the online advertising value chain ("In-direct activity" or
"In-direct business"). On 5 December 2017, the Company publicly
announced the decision of its Board of Directors to cease the
In-direct business by the end of 2017.
The In-direct activity is presented in the statements of
operations and other comprehensive loss as "discontinued
operations", including comparative data. For further information
please refer to Note 9.
In May 2017, the Company established a wholly-owned subsidiary
in Brasil, Albert Technologies Brasil Ltda, which is engaged in the
distribution of the Company's products and services in Brasil.
(Albert Technologies Inc., AA Digital Media and Albert Technologies
Brasil Ltda, collectively, "the Subsidiaries").
c. The consolidated financial statements were approved for
issuance by the Board of Directors on 25 March 2019.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies have been applied consistently
in the consolidated financial statements for all periods presented,
unless otherwise stated.
a. Basis of presentation:
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards as
adopted by the European Union ("IFRS as adopted by the EU").
The consolidated financial statements have been prepared on a
cost basis.
b. Consolidated financial statements:
The consolidated financial statements comprise the financial
statements of the Company and subsidiaries that are controlled by
the Company. Control is achieved when the Company is exposed, or
has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its
power over the investee.
The financial statements of the Company and the Subsidiaries are
prepared as of the same dates and periods. The consolidated
financial statements are prepared using uniform accounting policies
by the Company and the Subsidiaries. Significant intracompany
balances and transactions and gains or losses resulting from
intracompany transactions are eliminated in full in the
consolidated financial statements.
c. Significant accounting judgments, estimates and assumptions
used in the preparation of the consolidated financial
statements:
The preparation of the consolidated financial statements
requires the management of the Company to make estimates and
assumptions that have an effect on the application of accounting
policies and on the reported amounts of assets, liabilities,
revenues and expenses. Changes in accounting estimates are reported
in the period of the change in estimate.
In the process of applying the significant accounting policies,
the Company has made the following judgments which have a
significant effect on the amounts recognised in the consolidated
financial statements:
Development costs
The Company evaluates project development costs for
capitalisation in accordance with its accounting policy. Before
such costs can be capitalised, the Company needs to demonstrate
that "the intangible asset will generate probable future economic
benefits", among other factors. The Company does not meet the
threshold requirements for capitalisation of project development
costs and therefore expenses all such costs.
d. Functional currency and foreign currency:
1. Functional currency and presentation currency:
The consolidated financial statements are presented in U.S.
dollars, the Company's and its Subsidiaries` functional currency,
and are rounded to the nearest thousand, unless stated otherwise.
The functional currency best reflects the economic environment in
which the Company operates and conducts its transactions.
2. Transactions in foreign currency:
Transactions denominated in foreign currency are recorded based
on the exchange rate at the date of the transaction. Monetary
assets and liabilities denominated in foreign currency as of the
reporting date are translated into the functional currency based on
the exchange rate at each reporting date. Exchange rate differences
are recorded in profit or loss.
Non-monetary assets and liabilities that are measured in terms
of historical cost in foreign currency are translated into the
Company's functional currency using the exchange rate as of the
date of the transaction. Non-monetary assets and liabilities
denominated in foreign currencies that are measured at fair value
are translated into the functional currency based on the exchange
rate as of the date that the fair value was determined.
e. Cash and cash equivalents:
Cash includes cash balances available for immediate use. Cash
equivalents include short-term highly liquid deposits in banks
(with original maturities of three months or less) that are readily
convertible into known amounts of cash and are part of the
Company's cash management.
f. Restricted cash:
Restricted cash is primarily invested in deposits used as
security for office leases, credit line limit and letter of credit
to service providers.
g. Short-term bank deposit:
Bank deposits with maturities of more than three months but less
than one year are included in short-term deposits.
h. Allowance for doubtful accounts:
Commencing from January 1, 2018, the Company evaluates the
allowance for doubtful accounts in respect of trade receivables at
the end of each reporting period. The Company applies a simplified
approach and measures the allowance in an amount equal to the
lifetime expected credit loss.
i. Property and equipment, net:
Items of property and equipment are measured at cost, including
direct acquisition costs, less accumulated depreciation,
accumulated impairment losses, if any, and excluding day-to-day
servicing expenses.
Depreciation is recognised in profit or loss on a straight-line
basis over the estimated useful life of the property and equipment
(generally 3-14 years).
j. Impairment of non-financial assets:
The Company evaluates the need to record an impairment of the
carrying amount of non-financial assets whenever events or changes
in circumstances indicate that the carrying amount is not
recoverable. If the carrying amount of non-financial assets exceeds
their recoverable amount, the assets are reduced to their
recoverable amount. The recoverable amount is the higher of fair
value less costs of sale and value in use. In measuring value in
use, the expected future cash flows are discounted using a pre-tax
discount rate that reflects the risks specific to the asset. The
recoverable amount of an asset that does not generate independent
cash flows is determined for the cash-generating unit to which the
asset belongs. Impairment losses are recognised in profit or
loss.
An impairment loss of an asset, other than goodwill, is reversed
only if there have been changes in the estimates used to determine
the asset's recoverable amount since the last impairment loss was
recognised. Reversal of an impairment loss, as above, shall not be
increased above the lower of the carrying amount that would have
been determined (less depreciation or amortisation) had no
impairment loss been recognised for the asset in prior years and
its recoverable amount. The reversal of the impairment loss is
carried to profit or loss.
k. Employee benefits:
1. Post-employment benefits:
The Company has a defined benefit plan in respect of severance
pay pursuant to the Severance Pay Law in Israel. According to the
Law, employees are entitled to severance pay upon dismissal or
retirement.
In respect of its severance pay obligation to certain of its
employees, the Company makes current deposits in pension funds and
insurance companies ("the plan assets").
Plan assets are comprised from assets held by a long-term
employee benefit funds or qualifying insurance policies. Plan
assets are not available to the Company's own creditors and cannot
be returned directly to the Company.
Remeasurements of the net liability in respect of the defined
benefit plan are recognised in other comprehensive income in the
period in which they occur.
On 1 January 2015 the Company agreed to adopt Section 14 to the
Severance Pay Law under which the Company pays fixed contributions
and will have no legal or constructive obligation to pay further
contributions only for the period commencing from1 January 2015.
Contributions in respect of severance pay are recognised as an
expense when contributed simultaneously with receiving the
employee's services and no additional provision is required in the
financial statements.
2. Short-term benefits:
Short-term employee benefits are benefits that are expected to
be settled wholly before twelve months after the end of the annual
reporting period in which the employees render the related
services. These benefits include salaries, paid annual leave,
recreation and social security contributions and are recognised as
expenses as the services are rendered. A liability in respect of a
cash bonus or a profit-sharing plan is recognised when the Company
has a legal or constructive obligation to make such payment as a
result of past service rendered by an employee and a reliable
estimate of the amount can be made.
l. Share-based payment transactions:
The cost of equity-settled transactions with employees and
others is measured at the fair value of the equity instruments
granted at grant date.
The cost of share-based payments is recognised in profit or
loss, with a corresponding increase in equity, over the period in
which the relevant employees become fully entitled to the award.
The amount recognised in profit or loss, taking the vesting
conditions into account, consisting of service and performance
conditions other than market conditions, is adjusted to reflect the
actual number of equity instruments that are expected to ultimately
vest.
m. Provisions:
A provision is recognised when there is a present obligation,
legal or constructive, as a result of a past event and a reliable
estimate can be made of the amount of the obligation and it is
probable that an outflow of resources embodying economic benefits
will be required to settle the obligation.
n. Revenues:
The Company derives its revenues from campaign management SaaS
("Software as a Service") platform and until the end of 2017 the
Company also derived part of its revenues from sales through bids
for advertising spaces on advertising exchanges ("In-direct"). The
In-direct activity is presented as discontinued operations.
IFRS 15, "Revenue from Contracts with Customers":
The IASB issued IFRS 15, "Revenue from Contracts with Customers"
("the new Standard") in May 2014. The new Standard replaces IAS 18,
"Revenue", IAS 11, "Construction Contracts", IFRIC 13, "Customer
Loyalty Programs", IFRIC 15, "Agreements for the Construction of
Real Estate", IFRIC 18, "Transfers of Assets from Customers" and
SIC-31, "Revenue - Barter Transactions Involving Advertising
Services".
Under IFRS 15, revenue is recognised to reflect the transfer of
promised goods and services to customers for amounts that reflect
the consideration to which an entity expects to be entitled in
exchange for those goods and services.
The new Standard introduces a five-step model that applies to
revenue earned from contracts with customers:
Step 1: Identify the contract with a customer, including
reference to contract combination and accounting for contract
modifications.
Step 2: Identify the distinct performance obligations in the
contract.
Step 3: Determine the transaction price, including reference to
variable consideration, significant financing components, non-cash
consideration and any consideration payable to the customer.
Step 4: Allocate the transaction price to the distinct
performance obligations on a relative stand-alone selling price
basis using observable prices, if available, or using estimates and
assessments.
Step 5: Recognise revenue when a performance obligation is
satisfied, either at a point in time or over time.
The new Standard has been applied for the first time in these
financial statements. The Company elected to adopt the provisions
of the new Standard using the modified retrospective method with
the application of certain practical expedients and without
restatement of comparative data.
Per the Company's management analysis, the new Standard had no
effect on uncompleted contracts as of 1 January 2018 and therefore
no cumulative adjustment was necessary to be made to the opening
balance of retained earnings as of that date.
The effect of adopting IFRS 15 moving forward is, as
follows:
1. Sale of services:
The Company's contracts with customers for the sale of its
services generally include one performance obligation. The Company
has concluded that revenue from sale of services should be
recognised over the course of the period in which the services are
provided to the customer. Therefore, the adoption of IFRS 15 did
not have an impact on the timing of revenue recognition.
2. Variable consideration:
Certain of the Company's contracts define thresholds upon the
basis of which the customers are being charged. Prior to the
adoption of IFRS 15, the Company recognised revenue from its SaaS
platform measured at the fair value of the consideration received
or receivable, net of discounts. If revenue could not be reliably
measured, the Company deferred revenue recognition until the
uncertainty was resolved. Under IFRS 15, those thresholds give rise
to variable consideration, as the consideration received from the
customer may change based on the threshold applied. The Company
applies the requirements in IFRS 15 on constraining estimates of
variable consideration to determine the amount of variable
consideration that can be included in the transaction price. The
variable consideration is estimated at contract inception and
constrained until the associated uncertainty is subsequently
resolved. The Company uses the expected value method to estimate
the consideration that will be received because this method best
predicts the amount of variable consideration to which the Company
will be entitled.
3. Incremental costs of obtaining a contract:
In order to obtain certain contracts with customers, the Company
incurs incremental costs in obtaining the contract (such as sales
commissions which are contingent on making binding sales). Before
the initial application of the new Standard, the Company recognised
these costs in selling and marketing expenses when incurred.
Upon application of the provisions of the new Standard, costs
incurred in obtaining the contract with the customer which would
not have been incurred if the contract had not been obtained and
which the Company expects to recover should be recognised as an
asset and amortised over the service period as defined in the
specific contract.
Although the Company pays commissions per its customer
contracts, in 2018 it had no contracts for which the period of
amortisation exceeds one year. The Company elected to apply the
practical expedient in the new Standard according to which such
commissions are recognised as an expense.
4. Principal-agent considerations:
When another party is involved in providing goods or services to
a customer, the Company determines whether it is a principal or an
agent in these transactions by evaluating the nature of its promise
to the customer. The Company is a principal and records revenue on
a gross basis if it controls the promised goods or services before
transferring them to the customer. However, if the Company's role
is only to arrange for another entity to provide the goods or
services, then the Company is an agent and will record revenue at
the net amount that it retains for its agency services.
With respect to its SaaS revenues, the Company evaluated that it
acts as an agent and therefore reports its revenues on a net
basis.
The adoption of IFRS 15 had no effect on the Company revenue
recognition with respect to the above.
Contract liabilities
A contract liability is an entity's obligation to transfer goods
or services to a customer for which the entity has received
consideration (or an amount of consideration is due) from the
customer.
The Company has elected to apply the practical expedient in IFRS
15 and does not provide disclosure of the remaining unsatisfied
performance obligations which are part of contracts that have a
term of up to one year.
Contract assets
If an entity performs by transferring goods or services to a
customer before the customer pays consideration or before payment
is due, the entity shall present the contract as a contract asset,
excluding any amounts presented as a receivable.
o. Research and development costs:
Research expenditures are recognised in profit or loss when
incurred. Development costs are also recognised in profit or loss
unless they can be capitalised as an intangible asset because the
Company can demonstrate: the technical feasibility of completing
the development of the intangible asset so that it will be
available for use or sale; the Company's intention to complete the
development of the intangible asset and use or sell it; the ability
to use or sell the intangible asset; how the intangible asset will
generate future economic benefits; the availability of adequate
technical, financial and other resources to complete the intangible
asset; and the ability to measure reliably the respective
expenditure asset during its development period.
p. Taxes on income:
Taxes on income in the consolidated statements of operations are
comprised from current and deferred taxes. Taxes in respect of
current or deferred taxes are carried to the consolidated
statements of operations except to the extent that the taxes arise
from items which are recognised directly in equity or in other
comprehensive income.
The current tax liability is measured using the tax rates and
tax laws that have been enacted or substantively enacted by the
reporting date as well as adjustments required in connection with
the tax liability in respect of previous years.
Deferred tax balances are measured at the tax rates that are
expected to apply when the asset is realised or the liability is
settled, based on tax laws that have been enacted or substantively
enacted by the reporting date.
q. Earnings (loss) per share:
Earnings (loss) per share are calculated by dividing the net
income (loss) attributable to equity holders of the Company by the
weighted average number of ordinary shares outstanding during the
period. Basic earnings (loss) per share only include shares that
were actually outstanding during the period. Potential ordinary
shares are included in the computation of diluted earnings (loss)
per share only when their conversion has a dilutive effect on the
earnings (loss) per share. Further, potential ordinary shares that
are converted during the period are included in diluted earnings
(loss) per share only until the conversion date and from that date
in basic earnings (loss) per share.
If the number of ordinary or potential ordinary shares
outstanding changes as a result of a bonus issue or share split
during the reported periods or after the reporting period but
before the financial statements are authorised for issue, the
calculations of basic and diluted earnings per share are adjusted
retrospectively for all periods presented.
r. New standards, interpretations and amendments adopted:
IFRS 9, "Financial Instruments":
In July 2014, the IASB issued the final and complete version of
IFRS 9, "Financial Instruments" ("the new Standard"), which
replaces IAS 39, "Financial Instruments: Recognition and
Measurement". The new Standard mainly focuses on the classification
and measurement of financial assets and it applies to all assets
within the scope of IAS 39.
The new Standard has been applied for the first time in these
financial statements retrospectively without restatement of
comparative data.
The adoption of IFRS 9 did not have a material impact on the
Company's consolidated financial statements.
IFRS 15, "Revenue from Contracts with Customers" - see Note
2n.
s. Disclosure of new standards in the period prior to their adoption:
IFRS 16, "Leases":
In January 2016, the IASB issued IFRS 16, "Leases" ("IFRS 16").
According to IFRS 16---, a lease is a contract, or part of a
contract, that conveys the right to use an asset for a period of
time in exchange for consideration.
The effects of the adoption of IFRS 16 are as follows:
-- According to IFRS 16, lessees are required to recognise all
leases in the statement of financial position (excluding certain
exceptions, see below). Lessees will recognise a liability for
lease payments with a corresponding right-of-use asset, similar to
the accounting treatment for finance leases under the existing
standard, IAS 17, "Leases". Lessees will also recognise interest
expense and depreciation expense separately.
-- Variable lease payments that are not dependent on changes in
the Consumer Price Index ("CPI") or interest rates, but are based
on performance or use are recognised as an expense by the lessees
as incurred and recognised as income by the lessors as earned.
-- In the event of change in variable lease payments that are
CPI-linked, lessees are required to remeasure the lease liability
and record the effect of the remeasurement as an adjustment to the
carrying amount of the right-of-use asset.
-- The accounting treatment by lessors remains substantially
unchanged from the existing standard, namely classification of a
lease as a finance lease or an operating lease.
-- IFRS 16 includes two exceptions which allow lessees to
account for leases based on the existing accounting treatment for
operating leases - leases for which the underlying asset is of low
financial value and short-term leases (up to one year).
IFRS 16 is effective for annual periods beginning on or after 1
January 2019.
For leases existing at the date of transition, the new Standard
permits lessees to use either a full retrospective approach or a
modified retrospective approach, with certain transition relief
whereby restatement of comparative data is not required.
Per the exceptions mentioned above, a lessee may elect to
account for lease payments as an expense on a straight-line basis
over the lease term or another systematic basis if the lease term
is less than a year ("short term lease") and containing no purchase
options. This election is made by class of underlying asset.
The IFRS 16 treatment of short-term lease exemption was widened
to include those of which it is not 'reasonably certain' that the
term will be more than twelve months, when the likelihood of taking
up options for extensions and the severity of termination clauses
are considered.
The Company's current lease agreements do not exceed one year
and are not 'reasonably certain' to be renewed for more than twelve
months subsequent to the end of the reporting period.
Due to the abovementioned, the Company believes the adoption of
IFRS 16 will have an immaterial effect on the financial
statements.
IFRIC 23, "Uncertainty over Income Tax Treatments":
In June 2017, the IASB issued IFRIC 23, "Uncertainty over Income
Tax Treatments" ("the Interpretation"). The Interpretation
clarifies the accounting for recognition and measurement of assets
or liabilities in accordance with the provisions of IAS 12, "Income
Taxes", in situations of uncertainty involving income taxes. The
Interpretation provides guidance on considering whether some tax
treatments should be considered collectively, examination by the
tax authorities, measurement of the effects of uncertainty
involving income taxes on the financial statements and accounting
for changes in facts and circumstances in respect of the
uncertainty.
The Interpretation is to be applied in financial statements for
annual periods beginning on 1 January 2019. Upon initial adoption,
the Company will apply the Interpretation using the full
retrospective method, without restating comparative data, by
recording the cumulative effect as of the date of initial adoption
in the opening balance of retained earnings.
The Company does not expect the Interpretation to have any
material effect on the financial statements.
NOTE 3:- TRADE RECEIVABLES, NET AND CONTRACT ASSETS
December 31,
--------------
2018 2017
------ ------
Open accounts 1,245 2,103
Checks receivable 14 97
1,259 2,200
Allowance for doubtful accounts (9) (25)
Trade receivables, net 1,250 2,175
Contract assets 554 -
----- -----
Total 1,804 2,175
===== =====
Trade receivables are non-interest bearing and are in generally
in terms of 30 to 90 days.
NOTE 4:- PROPERTY AND EQUIPMENT, NET
31 December
-----------
2018 2017
----------- -----
Cost:
Office furniture and equipment $ 98 $ 82
Computers and software 304 214
Leasehold improvements 221 214
623 510
----------- -----
Accumulated depreciation:
Office furniture and equipment 25 17
Computers and software 158 102
Leasehold improvements 179 137
362 256
----------- -----
Depreciated cost $ 261 $ 254
=========== =====
NOTE 5:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
31 December
----------------
2018 2017
------- -------
Accrued expenses $ 1,051 $ 1,008
Tax payable 324 160
Other governmental authorities 266 277
Employees and payroll accruals 492 505
Other 98 63
$ 2,231 $ 2,013
======= =======
NOTE 6:- TAXES ON INCOME
a. Tax rates applicable:
Tax rates in Israel on income other than Preferred Income:
The Israeli corporate income tax rate was 23% in 2018 and 24% in
2017.
In December 2016, the Israeli Parliament approved the Economic
Efficiency Law (Legislative Amendments for Applying the Economic
Policy for the 2017 and 2018 Budget Years), 2016 which reduces the
corporate income tax rate to 24% (instead of 25%) effective from 1
January 2017 and to 23% effective from 1 January 2018.
As there were no deferred tax balances as of 1 January 2018, the
change in the tax rates had no effect in the financial
statements.
Tax rates in the U.S:
A company incorporated in the U.S. - in 2018 and 2017, weighted
average tax at the rate of about 25% and 40% (Federal tax, State
tax and City tax of the city where the company operates),
respectively.
On 22 December 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 1 January 2018.
Tax rate in Brasil:
Based on Brasilian laws, for Corporate Income Tax purposes,
there are two methods: "Assumed Profit" or "Actual Profit". The
Company has chosen the Assumed Profit method for both 2017 and
2018. Under the Assumed Profit method, taxable income is computed
by using 34% corporate tax on 32% of the gross revenue.
Additional taxes in this method are ISS, PIS and COFINS, which
rates are 2%, 0.65% and 3%, respectively calculated based on the
gross revenue.
b. Final tax assessments:
The Israeli parent company received final tax assessments until
the year 2014. The Subsidiaries have yet to receive final tax
assessments since their incorporation.
c. Carryforward operating tax losses for tax purposes of the
Israeli parent company amounted to approximately $29,000 as of 31
December 2018.
Carryforward operating tax losses for tax purposes of the
Israeli subsidiary amounted to approximately $1,098, as of 31
December 2018.
Carryforward tax losses in Israel may be set against future
taxable income. No deferred tax assets have been recorded in
respect of these carryforward tax losses due to the uncertainty of
their realisation.
d. The taxes on income in the consolidated statements of
operations include only current taxes.
e. Theoretical tax:
Year ended
31 December
----------------------
2018 2017
---------- ----------
Loss before taxes on income $ (12,638) $ (11,622)
---------- ----------
Statutory tax rate 23% 24%
========== ==========
Tax computed at the statutory tax
rate (2,907) (2,789)
Increase (decrease) in taxes on income
resulting from the following factors:
Effect of non-deductible expenses 123 97
Effect of temporary differences and
losses for which deferred taxes have
not been recognised 2,882 2,877
Tax adjustment in respect of different
tax rates of foreign subsidiaries 20 (12)
Other (27) 11
---------- ----------
Taxes on income $ 91 $ 184
========== ==========
NOTE 7:- COMMITMENTS AND CONTINGENCIES
Lease commitments:
The Company leases office facilities under operating leases,
which expire in 2019. Future minimum commitments under
non-cancelable operating lease agreements as of 31 December 2018
are as follows:
2019 $ 350
=====
Rental expenses for the years ended 31 December 2018 and 2017
amounted to $ 479 and $ 488 respectively.
Legal contingencies:
From time to time, the Company is party to various legal
proceedings incidental to its business.
On 6 September 2016, a statement of claim was filed with the
Magistrate Court of Tel-Aviv, Israel (the "Court") against the
Company, the Company's CEO and founder, Mr. Or Shani, and the
Company's then CFO, Mr. Ron Stern (the "Defendants") by Mr. Tal
Saar (the "Plaintiff"), a former service provider of the Company.
The statement claimed, among other things, that the Defendants are
liable for certain fees due to such service provider (the "Claim").
The plaintiff claimed he was entitled to a payment of NIS 600
thousand (approximately $ 160, based on the exchange rate as of 31
December 2018).
During March 2019, the Company signed a settlement agreement
with the Plaintiff for an immaterial amount (which was accrued as
of 31 December 2018), and the legal proceeding ended.
NOTE 8:- EQUITY
a. Composition of share capital:*)
31 December 2018 31 December 2017
----------------------------- ------------------------------
Issued Issued
Authorised and outstanding Authorised and outstanding
----------- ---------------- ----------- ----------------
Number of shares
-------------------------------------------------------------
Ordinary Share of
NIS 0.01 par value 150,000,000 99,734,917 100,000,000 62,390,708
=========== ================ =========== ================
*) See Note 1a.for information regarding the placement of
36,756,757 Ordinary shares in May 2018.
b. Share-based payments:
In October 2013, the Board of Directors of the Company adopted
the Company's 2013 Share Option Plan ("Plan"). The Plan provides
for the grant of options to purchase Ordinary shares of the Company
to employees, officers, directors, consultants and advisors of the
Company.
During 2018 and 2017, the Company granted 3,141,466 and
1,778,757 options to its employees and non-employees subject to
service vesting conditions, respectively.
Options issued to employees:
Options granted under the Plan expire 10 years from the vesting
commencing date. The options granted prior to 2018 generally vest
over three years (1/3 at each year), whereas those granted during
2018 generally vest over four years (1/2 at the anniversary of the
second year and 1/4 each year later).
In June 2016, the Company granted 1,302,085 options to its
employees that in addition to a service condition, require the
employees to meet certain non-market performance goals. As of 31
December 2018 the performance goals for 493,590 options were
achieved, and the related compensation costs, subject to service
vesting conditions, were recorded in the financial statements. The
performance goals for 308,495 options were not achieved yet and are
not expected to be achieved, and therefore no compensation costs
were recognized. The remaining 500,000 options were forfeited.
The following table lists the number of share options, the
weighted average exercise prices of share options and change in the
number of outstanding options during the year:
Year ended 31 December
--------------------------------------------
2018 2017
-------------------- ----------------------
Weighted Weighted
average average
Number of exercise Number of exercise
options price options price
--------- --------- ----------- ---------
Outstanding at beginning
of year 4,965,837 $ 0.370 5,395,912 $ 0.489
Granted 2,951,476 0.317 1,620,253 0.318
Exercised (361,847) 0.158 (665,437) 0.003
Forfeited (366,290) 0.259 (1,384,891) 0.949
--------- --------- ----------- ---------
Outstanding at end
of year 7,189,176 $ 0.385 4,965,837 $ 0.370
========= ========= =========== =========
Exercisable at end
of year 3,214,050 $ 0.479 1,634,385 $ 0.539
========= ========= =========== =========
The Company estimates the fair value of stock options granted to
its employees and non-employees using the Black-Scholes-Merton
option-pricing model ("B&S"). The B&S requires a number of
assumptions, of which the most significant estimates are as
follows:
-- Volatility - in 2018 and 2017 the Company's Ordinary shares
had not been publicly traded for long enough to accurately evaluate
volatility, and therefore the volatility assumption is based on the
volatilities of other publicly-traded companies that management
considered as comparable to the Company as well as the historical
volatility of the Company for the period for which trading activity
is available.
-- Expected option term - the expected term of the options
represents the period of time that the options are expected to be
outstanding.
-- Risk-free interest -the risk-free interest rate is based on
the exercise price currency, based on the US daily treasury yield
curve rate with an equivalent term to the expected life of the
option.
The following table lists the inputs to the B&S model used
for the fair value measurement of equity-settled share options for
the above plan:
2018 2017
----------- -----------
Dividend yield (%) - -
Expected volatility of the share
prices (%) 50% 50%
Risk-free interest rate (%) 3.07%-3.09% 1.99%-2.33%
Expected life of share options
(years) 6-6.375 6
Share price ($) 0.26 0.34-0.44
Exercise price ($) 0.26-0.34 0.22-0.42
The options outstanding under the Company's Plans as of December
31, 2018 and 2017 have been separated into ranges of exercise price
as follows:
Ranges of exercise December 31,
----------------------
price 2018 2017
------------------ --------- ---------
$0-0.26 3,418,979 3,222,117
$0.27-0.42 3,233,397 1,206,920
$0.43-1.73 536,800 536,800
7,189,176 4,965,837
========= =========
The weighted average fair values of options granted for the
years ended 31 December 2018 and 2017, were $ 0.12 and $ 0.28,
respectively.
The weighted average remaining contractual life of the
outstanding options as of 31 December 2018 and 2017, were 8.21 and
8.41 years, respectively.
For the options exercised during 2018 and 2017, the weighted
average market price of the Company's shares at the time of
exercise was $0.21 and $0.38, respectively.
Options issued to non-employees:
The Company's outstanding options to non-employees as of 31
December 2018 and 2017 were as follows:
Year ended 31 December
------------------------------------------
2018 2017
-------------------- --------------------
Weighted Weighted
average average
Number of exercise Number of exercise
options price options price
--------- --------- --------- ---------
Outstanding at beginning
of year 665,479 $ 0.003 506,975 $ 0.003
Granted 189,990 0.183 158,504 0.003
Exercised (225,605) 0.003 - -
Forfeited - - - -
--------- --------- --------- ---------
Outstanding at end
of year 629,864 $ 0.133 665,479 $ 0.003
========= ========= ========= =========
Exercisable at end
of year 439,874 $ 0.003 480,557 $ 0.003
========= ========= ========= =========
The following table lists the inputs to the B&S model used
for the fair value measurement of equity-settled share options for
the above plan:
2018 2017
----------- -----
Dividend yield (%) - -
Expected volatility of the share
prices (%) 50% 50%
Risk-free interest rate (%) 3.07%-3.09% 2.01%
Expected life of share options
(years) 6-6.375 6
Share price ($) 0.26 0.44
Exercise price ($) 0.26-0.34 0
The cost of share-based payments, recognised in profit or loss,
for services received from employees and consultants is shown in
the following table:
Year ended
31 December
2018 2017
------ ------
Cost of sales $ 7 $ 10
Research and development 303 197
Selling and marketing 51 99
General and administrative 73 55
Discontinued operations (132) 52
------ ------
$ 302 $ 413
====== ======
NOTE 9:- DISCONTINUED OPERATIONS
At 31 December 2017, In-direct business was classified as
discontinued operations. The results of the In-direct business for
the years 2018 and 2017 are presented below:
Year ended
31 December
2018 2017
------- ---------
Revenues $ 303 $ 6,682
Operating expenses (excluding share-based
payment) (78) (7,825)
Share-based payment income (expenses) 132 (52)
------- ---------
Operating income (loss) 357 (1,195)
Financial expenses (11) (19)
Net profit (loss) from discontinued
operations $ 346 $ (1,214)
======= =========
Basic and diluted gain (loss) per ordinary
share for discontinued operations (*) $ 0.004 $ (0.02)
======= =========
(*) See Note 14 for the weighted average number of Ordinary shares used in the computation.
NOTE 10:- REVENUES FROM CONTRACTS WITH CUSTOMERS
a. Based on the management reporting system, the Company
operates in a single operating segment as provider of on-line
marketing services.
b. Revenues from continuing operations, based on the location of customers, are as follows:
Year ended
31 December
----------------
2018 2017
------- -------
USA $ 1,830 $ 909
Rest of America 342 376
Australia 1,738 172
Rest of Asia-Pacific 248 42
Europe, Middle-East and Africa 451 234
$ 4,609 $ 1,733
======= =======
The customer location is based on its legal address per the
agreement.
c. The Company's non-current assets are mostly located in Israel.
In the year ended 31 December 2018, the Company's largest
customer (a reseller) represented 35% of the Company's revenues. No
other single customer represented more than 10% of the Company's
revenues.
In the year ended 31 December 2017, the Company's two largest
customers represented 20% and 12% of the Company's revenues. No
other single customer represented more than 10% of the Company's
revenues.
NOTE 11:- FINANCIAL INSTRUMENTS
Financial risk management objectives and policies:
The Company is exposed to market risk and credit risk, as
following:
a. Market risk:
Market risk is the risk that the fair value of future cash flows
or a financial instrument will fluctuate because of changes in
market prices. Market risk is comprised from three types of risks:
interest rate risk, currency risk and other price risk. As of 31
December 2018 and 2017, the Company considers the exposure to
market risk to be immaterial.
b. Credit risk:
Credit risk is the risk that counterparty will not meet its
obligations as a customer or under a financial instrument leading
to a loss to the Company.
The Company is exposed to credit risk from its operating
activity (primarily trade receivables and contract assets) and from
its financing activity, including deposits with banks and other
financial institutions and foreign currency transactions.
1. Trade receivables:
Customer credit risk is managed subject to the Company's
policies, procedures and controls relating to customer credit risk
management. Credit quality of a customer is assessed based on a
credit analysis and rating and individual credit limits are defined
in accordance with this assessment. Outstanding customer
receivables are regularly monitored.
The Company's trade receivables are derived from sales to
customers located in different countries. The Company performs
ongoing credit evaluations for its customers and an impairment
analysis is performed at each reporting date on an individual basis
for the Company's customers. The maximum exposure to credit risk as
of the reporting date is the carrying value of trade receivables
(see Note 3).
The Company does not hold collateral as security for these
receivables. The Company evaluates the concentration of risk with
respect to trade receivables as low.
2. Cash, cash equivalents and restricted deposits:
Credit risk from balances with banks and financial institutions
is managed by the Company's management in accordance with the
Company's policy.
Cash, cash equivalents and restricted cash are deposited with
major banks in Israel and in the US that are of high quality.
NOTE 12:- ADDITIONAL INFORMATION TO THE CONSOLIDATED STATEMENTS
FROM CONTINUING OPERATIONS
Year ended 31
December
--------------------------
2018 2017
------------- -------
a. Cost of revenues:
Salaries and benefits $ 527 $ 261
Cost of share-based payment 7 10
Cloud services 99 24
Other 98 -
$ 731 $ 295
============= =======
b. Research and development expenses:
Salaries and benefits $ 5,936 $ 4,771
Cost of share-based payment 303 197
Subcontractors 470 327
Software 261 206
Overheads 645 322
Other 56 -
------------- -------
$ 7,671 $ 5,823
============= =======
c. Selling and marketing expenses:
Salaries and benefits $ 4,477 $ 3,467
Cost of share-based payment 51 99
Advertising and promotion 1,204 1,191
Travel 394 273
Overheads 520 367
Other 28 67
------------- --------
$ 6,674 $ 5,464
============= ========
d. General and administrative expenses:
Salaries and benefits $ 802 $ 616
Cost of share-based payment 73 55
Public company costs 474 342
Legal 338 303
Professional services 257 226
Overheads 284 302
Other 47 129
$ 2,275 $ 1,973
============= =======
NOTE 13:- COMPENSATION TO KEY MANAGEMENT PERSONNEL
Year ended
31 December
----------------
2018 2017
------- -------
Salaries and benefits $ 1,788 $ 1,741
Bonus 58 278
Post-employment benefits 31 29
Share-based compensation 99 98
$ 1,976 $ 2,146
======= =======
NOTE 14:- NET LOSS PER SHARE
Details of the number of shares used in the computation of basic
and diluted net loss per share:
Year ended
31 December
----------------------
2018 2017
---------- ----------
Denominator for basic net loss per share 82,056,400 61,985,174
Effect of dilutive securities:
Options - -
---------- ----------
Weighted average number of ordinary shares
used in the computation of diluted net
loss per share 82,056,400 61,985,174
========== ==========
In 2018 and 2017, all outstanding options have been excluded
from the calculation of the diluted net loss per share, as they are
anti-dilutive (decrease net loss per share).
- - - - - - - - - - - - - - - - - - - - - - - - - -
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR PGUWAWUPBGMA
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March 26, 2019 03:00 ET (07:00 GMT)
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