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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| F.T.S.-Formula | LSE:FTS | London | Ordinary Share | IL0010935257 | ORD NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 15.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMFTS
RNS Number : 9113D
F.T.S-Formula Telecom Solutions Ltd
30 March 2011
In the Final Results, released on 9 March 2011 at 12.47 under RNS number 6263C, an escrow amount of $1.3 million was classified as a current debtor which should have been classified as a non-current asset under the terms of the purchase agreement. This reclassification has been made to the balance sheet with the consequential changes to Note 8 and Note 14 of these accounts.
F.T.S. - FORMULA TELECOM SOLUTIONS LTD .
AND ITS SUBSIDIARIES
(An Israeli Corporation)
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2010
Directors
Dan Goldstein, Non-executive Chairman
Amos Sivan, Active Vice Chairman
Ronnen Yitzhak, Non-executive Director
Eliyahu Shushan, Non-executive Director
Yael Hershtik, Non-executive Director*
David Joel Rubin, Non-executive Director*
John Robert Camber Porter, Non-executive Director*
* Independent directors
Company Secretary:
Alon Raz (Chief financial Officer)
Registered office:
8 Maskit Street
Herzliya 46120
Israel
Chairman's Statement
I am pleased to report FTS' 2010 annual results for the twelve months to 31 December 2010.
FTS develops and sells advanced billing & customer care, policy control and infrastructure software solutions for communications service providers. Our solutions enable providers to address the key issues of today's communication market: customer retention and revenue growth. By analyzing events from a business standpoint rather than just billing them, FTS allows providers to better understand their customer base and leverage business value from every event and interaction. FTS deploys its full range of solutions to customers worldwide and has implemented solutions in wireless, wire-line, cable, content and broadband markets. The Company targets operators in emerging markets with end-to-end billing and customer solutions, as well as tier-1 & tier-2 operators in developed markets with add-on billing, charging and policy control solutions.
The telecoms market is evolving with the growth in both wireline and wireless broadband (WiMAX, LTE) IP-based communication and continuing consolidation in the market. In response to market changes, providers are restructuring their businesses and aligning vendors to their future needs. This is both a challenge and long-term opportunity for FTS. FTS predicted these transformations in the industry and has been working aggressively to adapt the Company to the new market environment, as well as developing new products and services that meet the customers' ever-changing requirements.
In today's telecoms market, operators, and especially mobile operators, are faced with unprecedented rapid growth rates in data traffic, following the increased use of smartphones as well as the availability of attractive eat-all-you-can flat-rate plans. As a result, service providers, which need to ensure the capacity and the quality of service on their networks, are faced with increasing costs, which are growing faster than data services revenue growth. As a response, operators worldwide are increasingly deploying policy control tools. Policy control enables operators to control a specific customer's experience, using traffic-management techniques and based on that customer's subscriber profile. As wireless operators head to all-IP networks, we expect the demand for policy control solutions to grow rapidly. FTS' Leap Policy Control is pre-integrated with charging, billing and subscribers' data, thereby enabling monetization of data services and the policy management tools.
FTS' Leap Policy Control is deployed worldwide, either as a stand-alone solution which resides side-by-side with the operator's existing billing system, or as a part of a full, end-to-end billing environment provided by FTS.
Leap Billing is an end-to-end converged solution based on business processes that reflect the industry's best practices. The solution allows new business practices to be instantly implemented and new services, bundles and promotions to be rolled out immediately, without involving costly billing integration projects. In this way, billing is no longer the traditional bottleneck for launching new services. Instead, with Leap Billing, the service provider's billing system becomes a business enabler for offering new marketing plans or services, with a rapid time-to-market. Leap Billing offers a long-term, viable solution to the ever-evolving needs of telecom providers.
At the beginning of 2009 FTS introduced "FTS express", a billing software appliance with "out of the box" functionality, specially tailored for small operators and Greenfields (ISP, VoIP, WiMAX, LTE, IPTV and content providers) as well as for niche services of larger service providers. FTS express is mainly offered through 3rd party partners, including global and regional systems integrators, value added resellers and technology partners.
On December 10, 2010 PAETEC Holding Corp. (NASDAQ GS: PAET), a FORTUNE 1000 company, and FTS announced that PAETEC's wholly-owned subsidiary, PAETEC Software Corp. had signed a definitive agreement to acquire the entire assets and assume certain liabilities of Formula Telecom Solutions, Inc., a wholly-owned subsidiary of FTS, in a $13 million all-cash transaction. The acquisition included the Leap RevChain billing system which PAETEC has been using to deliver its invoices to customers for over 12 years. The transaction was completed on December 27th, 2010.
FTS bought FTS Inc., in December 2005 and ran the business, which primarily targeted service providers in the North American market, successfully and profitably until the sale to PAETEC.
The sale of FTS Inc.'s assets is evidence of FTS' experience in identifying market needs and trends, operating successfully in diverse markets and offering unique solutions for the billing industry. Following the sale of FTS Inc., FTS continues to offer solutions that will assist leading carriers worldwide to increase both revenues and customer satisfaction, as well as use their BSS as an enabler to drive the creation of new products and services. Market interest in the Company's products is leading to new bid proposals. It is expected that some of these bids will materialize into contracts in 2011, although due to the global economic situation as well as the BSS industry's typical long sale cycles it might take longer than initially expected.
Results
In the twelve months to 31 December 2010 total revenue was $10,502m (2009: $12,324m), the decrease of 14.7% was mainly due to longer implementation processes than originally expected primarily caused by the global economic situation.
Gross profit for the twelve months to 31 December 2010 was $2,520m (2009: $3,320m), gross margin was 23.9% compared to 26.9% in 2009.
Research and development expenditure: In the twelve months to 31 December 2010 was $1,045m (2009: $1,830m), a decrease of 42.9%. This decrease was mainly due to diversion of R&D efforts towards delivery of projects and reduction of the headcount.
Sales and marketing costs in the twelve months to 31 December 2010 were $1,299m (2009: $2,163m), a decrease of 39.8% mainly due to fewer commissions paid to agents in light of the decline in the sales and reduction of the headcount.
General and administrative costs in the twelve months to 31 December 2010 were $2,467m (2009: $3,554m), a decrease of 30.6%. This decrease was mainly due to provisions for doubtful debts and provision for other expenses.
The Company's operating loss in the twelve months to 31 December 2010 was $2,291m (2009: operating loss of US$4,227m), the main reason for the reduction in the loss is due to the reduction in all items of expenses.
The net financial income, net for the twelve months to 31 December 2010 were $0.278m (2009: financial income, net of $0.533m) which mainly resulted from gains from securities and bonds and difference of exchange rates.
The tax expenses for the twelve months to 31 December 2010 were $1,496m (2009: tax expenses of $3,292m). The tax expenses were resulted mainly from writing off tax assets.
The net income from discontinued operations for the twelve months to 31 December 2010 was $9,345m (2009: net income from discontinued operations of US$1,715m).
Total comprehensive income for the twelve months to 31 December 2010 was $5,280m (2009: total comprehensive loss of $5,271m). The majority of the income is due to income gain from selling the activity of the North American subsidiary.
Outlook
The Telecom industry, as part of the global market, is experiencing a global economic slowdown which creates challenges for BSS vendors. However, FTS has taken positive steps to adjust its business to the needs of its customers, and has reached a minimal negative EBITDA of just $0.409m, despite challenging market conditions.
We believe that our extensive, ongoing efforts will result in increased revenues and profitability in forthcoming years.
The Company is involved in a number of bid proposals which are at various stages of the sales cycle. We expect some of these to crystallize into contracts in the near future although it is difficult to predict the exact timing.
We also believe that our online charging and policy control solutions and the FTS express software appliance will enable us to further penetrate into the Tier-1 service providers markets, for their niche services. We expect to obtain growth in the future, based on our extensive pipeline and consolidated roadmap of products and solutions.
Dan Goldstein
Chairman
F.T.S - FORMULA TELECOM SOLUTIONS LIMITED
(An Israeli Corporation)
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
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REPORT OF INDEPENDENT AUDITORS FINANCIAL STATEMENTS: 1
Consolidated Statements of Comprehensive Income
(Loss) 2
Consolidated Statements of Changes in Equity 3
Consolidated Financial Position 4-5
Consolidated Statements of Cash Flows 6-7
Notes to Consolidated Financial Statements 8-41
The amounts are stated in U.S. dollars ($).
______________________
_____________
Independent Auditors' Report to the Shareholders of
F.T.S - Formula Telecom Solutions Limited
We have audited the accompanying consolidated statements of financial position of F.T.S - Formula Telecom Solutions Limited and its subsidiaries. (hereafter- "the Group"), as of 31 December 2010 and 2009 and the related consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years ended 31 December 2010 and 2009. These financial statements are the responsibility of the Company's management and Board of Directors. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards in Israel including those prescribed by the Auditors' Regulations (Auditor's Mode of Performance) (Israel), 1973. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management and Board of Directors, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the company and its subsidiaries as of 31 December 2010 and 2009, and the results of operations, changes in equity and the cash flows of the Group for the years ended 31 December 2010 and 2009 in accordance with International Financial Reporting Standards (IFRS).
Tel-Aviv, Israel March 8, 2011
Ziv Haft
Certified Public Accountants
(Isr.)
BDO Member Firm
F.T.S - Formula Telecom Solutions Limited
Consolidated Statements of Comprehensive Income
Year ended
December 31,
------------------
2010 *) 2009
-------- --------
Notes $'000 $'000
-----
Revenues 2,5 10,502 12,324
Cost of sales 6,838 9,004
Impairment 1,144 -
-------- --------
Gross profit 2,520 3,320
Research and development expenses 1,045 1,830
Sales and marketing costs 1,299 2,163
General and administrative expenses, net 2,467 3,554
-------- --------
loss from operations 3 (2,291) (4,227)
Finance expense 6 640 425
Finance income 6 362 958
-------- --------
loss before tax (2,569) (3,694)
Tax expense 7 1,496 3,292
-------- --------
Profit from continuing operations (4,065) (6,986)
Profit from discontinued operation 8 9,345 1,715
-------- --------
Total comprehensive income (loss) for the
year 5,280 (5,271)
======== ========
Earnings (loss) per share:
Basic and diluted (dollars per share) from
continuing operations 10 (0.1243) (0.2136)
======== ========
Basic and diluted (dollars per share) from
discontinued operation 0.2858 0.0524
======== ========
*) reclassified see Note 8
The accompanying notes form an integral part of the financial statements.
F.T.S - Formula Telecom Solutions Limited
Consolidated Statements Financial Position
Additional Treasury
Share paid in Retained share
capital capital earnings reserves Total
------------ ---------- ---------------- ------------ ----------------
$'000
--------------------------------------------------------------------------
Balance at
January 1,
2009 1 10,082 12,191 (463) 21,811
Changes
during the
year ended
December 31,
2009:
Total recognized
loss for the
year - - (5,271) - (5,271)
Dividends - - (4,182) - (4,182)
Share based
payment - 2 - - 2
------------ ---------- ---------------- ------------ ----------------
Balance
at
December
31,
2009 1 10,084 2,738 (463) 12,360
Changes
during the
year ended
December 31,
2010:
Total recognized
income for the
year - - 5,280 - 5,280
------------ ---------- ---------------- ------------ ----------------
Balance
at
December
31,
2010 1 10,084 8,018 (463) 17,640
============ ========== ================ ============ ================
The accompanying notes form an integral part of the financial statements.
F.T.S - Formula Telecom Solutions Limited
Consolidated Statements Financial Position
As of
December 31,
------------------
2010 2009
-------- --------
Note $'000 $'000
----- -------- --------
ASSETS
Non-current assets:
Property and equipment 11 291 653
Intangible assets 12 493 6,343
Rental deposits 7 57
Non-Current tax assets 34 584
Other long term receivables 8 1,300 -
Deferred tax assets 21 - 785
-------- --------
Total non-current assets 2,125 8,422
Current assets:
Other receivables and prepaid expenses 14 375 624
Trade receivables 15 2,267 5,142
Financial assets through profit and loss 16 - 5,048
Cash and cash equivalents 17 17,832 8,616
-------- --------
1
Total current assets 20,474 19,430
-------- --------
TOTAL ASSETS 22,599 27,852
-------- --------
LIABILITIES
Non-current liabilities:
Employee benefits, net 20 481 498
-------- --------
Current Liabilities:
Other payables 18 1,615 3,256
Trade payables 22 2,267 2,417
Customer advances and deferred revenue 19 596 3,063
Loans and borrowings 23 - 6,258
-------- --------
Total current liabilities 4,478 14,994
-------- --------
Total liabilities 4,959 15,492
-------- --------
TOTAL NET ASSETS 17,640 12,360
======== ========
The accompanying notes form an integral part of the financial statements.
F.T.S - Formula Telecom Solutions Limited
Consolidated Statements Financial Position (Cont.)
Year ended
December 31,
------------------
2010 2009
-------- --------
$'000 $'000
-------- --------
Capital and reserves attributable to
equity holders of the company
Share capital 1 1
Additional paid-in capital 10,084 10,084
Treasury share reserve (463) (463)
Retained earnings 8,018 2,738
-------- --------
TOTAL EQUITY 17,640 12,360
======== ========
The financial statements on pages 2 to 41 were approved and authorized for issue by the Board of Directors on March 8, 2011, and were signed on its behalf by:
March 8, 2011
--------------------- -------------- ---------------- ---------------------
Date of approval Dan Goldstein Alon Raz Amos Sivan
of financial Chairman Chief Financial Active Vice Chairman
statements of the Board Officer
The accompanying notes form an integral part of the financial statements.
F.T.S - Formula Telecom Solutions Limited
Consolidated Statements of Cash Flows
Year ended
December 31,
----------------------
2010 2009
---------- ----------
$'000 $'000
---------- ----------
Cash flows from operating activities:
profit (loss) for the year 5,280 (5,271)
Adjustments for:
Depreciation and amortization 1,368 2,106
Impairment of intangible assets 1,144 -
Tax expense 1,496 3,292
Employees' stock options - 2
Financial expense (Income) (exchange due to
cash and cash equivalents) 233 (131)
Gain from sale of discontinued operations (7,704) -
Gain loss in financial assets through profit and loss
(285) (726)
Cash flows from activities before changes
In working capital and provisions:
Decrease in trade receivables 1,022 476
Decrease in other receivables prepaid expenses 183 374
Increase in other long term receivables (1,300) -
Decrease (increase) in rental deposits 50 (12)
Decrease in trade payables (112) (1,982)
Increase (decrease) in other payables (1,621) 100
Decrease in employee benefits (17) (5)
Decrease in customer advances and deferred revenues (2,149) (330)
Income tax received (paid) (24) 13
---------- ----------
Net cash used in operating activities (2,436) (2,094)
========== ==========
F.T.S - Formula Telecom Solutions Limited
Consolidated Statements of Cash Flows
The accompanying notes form an integral part of the financial statements.
Year ended
December 31,
----------------------
2010 2009
---------- ----------
$'000 $'000
---------- ----------
Cash flows from operating activities brought forward (2,436) (2,094)
Investing Activities:
Capitalization of software development costs - (498)
Sale (purchase) of financial assets through profit
and loss, net 5,333 (73)
Purchase of property and equipment (74) (420)
Proceeds from sale of discontinued operations 13,000 -
Proceeds from sale of property and equipment 21 8
---------- ----------
Net cash (used in) provided by investing
activities 18,280 (983)
---------- ----------
Financing Activities:
Dividends paid to the company's shareholders - (4,182)
Short-term bank borrowing, net (6,091) 1,334
Interest received (paid) (167) (96)
Tax on behalf of previous years dividend (137) -
---------- ----------
Net cash used in financing activities (6,395) (2,944)
---------- ----------
Effect of exchange rate changes on cash
and cash equivalents (233) 131
---------- ----------
Increase (decrease) in cash and cash equivalents 9,216 (5,890)
Cash and cash equivalents as of the beginning
of the year 8,616 14,506
---------- ----------
Cash and cash equivalents as of the end of the
year 17,832 8,616
========== ==========
Year ended
December 31,
---------------
2010 2009
------- ------
$'000 $'000
------- ------
Non-cash activities:
Purchase of property and equipment against trade
payables 5 3
======= ======
The accompanying notes form an integral part of the financial statements.
NOTE 1 - ACCOUNTING POLICIES:
General:
F.T.S. - Formula Telecom Solutions Ltd (the "Company") was founded in January 1997 under the law of the state of Israel.
The Company is a global provider of convergent telecom management solutions for mobile, fixed-line and advanced services operators. The Company provides a range of versatile solutions to the market, which include convergent real-time prepaid and postpaid billing and Customer Relationship Management ("CRM") order management, infrastructure management, Electronic Bill Presentation software, as well as call center implementations.
Definitions:
In this financial information:
The Company - F.T.S - Formula Telecom Solutions Limited
The Group - The Company and its subsidiaries.
Subsidiaries - Companies that are controlled by the Company (as
defined in IAS 27 (2008)) and whose accounts are
consolidated with those of the Company.
The parent company - Formula Vision Technologies (F.V.T.) Limited.
Related parties - as defined in IAS 24.
NIS - New Israeli Shekel.
Dollar or $ US Dollar
Basis of preparation:
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs and IFRIC interpretations) issued by the International Accounting Standards Board (IASB) and with those parts of the Companies Law 1999 in Israel applicable to companies preparing their accounts under IFRS. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.
NOTE 1 - ACCOUNTING POLICIES (cont.):
Assets and Liabilities in foreign currencies:
Henceforth are the details of the foreign currencies of the main currencies and the percentage changes in the reporting period:
As of December 31,
--------------------
2010 2009
---------
NIS (New Israeli Shekel) 0.282 0.265
Euro 1.335 1.442
Year ended December
31,
---------------------
2010 2009
------------ -------
% %
------------ -------
NIS (New Israeli Shekel) 6.37 0.76
Euro (7,42) 3.52
Changes in accounting policies
Adoption of new and revised International Financial Reporting Standards (IFRS):
- IFRS 3 (Revised) - Business Combinations and IAS 27 (Amended) - Consolidated and Separate Financial Statements:
According to the new Standards:
The definition of a business was expanded such that it also includes activities and assets that are not conducted as a business as long as it is capable of being operated as a business.
For each business combination, an acquirer can choose to measure non-controlling interests, and consequently the goodwill, either at full fair value or at the proportionate share of the fair value of the net identifiable assets of the acquiree on the acquisition date.
Contingent consideration in a business combination is measured at fair value and changes in the fair value of the contingent consideration, which do not represent adjustments to provisional amounts in the measurement period, are not recognized as goodwill adjustments. If the contingent consideration is classified as a derivative within the scope of IAS 39, it will be measured at fair value with changes in fair value recognized in profit or loss.
Direct acquisition costs attributed to a business combination are recognized in profit or loss as incurred rather than as part of the acquisition cost.
Subsequent recognition of a deferred tax asset for acquired temporary differences which did not meet the recognition criteria at acquisition date is recorded in profit or loss and not as an adjustment to goodwill.
A subsidiary's losses, even if resulting in a capital deficiency in the subsidiary, will be allocated between the parent company and non-controlling interests, even if the non-controlling interests have not guaranteed or have no contractual obligation for supporting the subsidiary or of investing further amounts.
A transaction, whether sale or purchase, with non-controlling interests is accounted for as an equity transaction. Accordingly, the acquisition of non-controlling interests by the Group is recognized as an increase or decrease in equity (retained earnings) and is calculated as the difference between the consideration paid by the Group and the proportionate amount of the non-controlling interests acquired and derecognized on the acquisition date.
NOTE 1 - ACCOUNTING POLICIES (cont.):
Upon the disposal of an interest in a subsidiary that does not result in a loss of control, an increase or decrease is recognized in equity (retained earnings) for the amount of the difference between the consideration received by the Group and the carrying amount of the non-controlling interests in the subsidiary which has been added to the equity attributable to the equity holders of the Company (as for non-controlling interests share of other comprehensive income, the Company reattributes the cumulative amounts recognized in other comprehensive income between the equity holders of the Company and the non-controlling interests).
Identifiable assets and liabilities on the acquisition date are classified and designated on the basis of the contractual terms, economic conditions and other pertinent conditions as they exist at the acquisition date, except for classifications of leases and insurance contracts.
In a business combination achieved in stages, the acquirer remeasures its previously held equity interest in the acquiree at its acquisition date fair value and recognizes the resulting gain or loss, if any, including reclassification of amounts included in other comprehensive income. Upon the loss of control of a subsidiary, any retained interest is revalued to fair value with the resulting difference included in the gain or loss from the sale and this fair value represents the cost basis for the purpose of subsequent accounting.
Cash flows from transactions with non-controlling interests (with no change in control status) are classified in the statement of cash flows as financing activities (and are no longer classified as investing activities).
The Standards have been adopted prospectively from January 1, 2010. The initial adoption of the Standard did not have any material effect on the consolidated financial statements.
- IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations:
a) According to the amendment to IFRS 5, when the parent decides to sell part of its interest in a subsidiary so that after the sale the parent retains a non-controlling interest, such as rights conferring significant influence, all the assets and liabilities attributed to the subsidiary are classified as held for sale and the relevant provisions of IFRS 5 are applicable, including presentation as discontinued operations.
b) Another amendment specifies the disclosures required in respect of non-current assets (or disposal groups) that are classified as held for sale or discontinued operations. Pursuant to the amendment, only the disclosures required in IFRS 5 are provided. Disclosures in other IFRSs apply to such assets only if they require specific disclosures in respect of those non-current assets or disposal groups.
The Standards have been adopted prospectively from January 1, 2010. The initial adoption of the amendment did not have any material effect on the consolidated financial statements.
- IAS 7 - Statement of Cash Flows:
According to the amendment to IAS 7, only cash flows that are recognized as an asset may be classified as cash flows from investing activities.
The amendment was applied retrospectively commencing from January 1, 2010. The initial adoption of the amendment did not have any material effect on the consolidated financial statements.
NOTE 1 - ACCOUNTING POLICIES (cont.):
- IAS 36 - Impairment of Assets:
The amendment to IAS 36 clarifies the required accounting unit to which goodwill will be allocated for the purpose of testing the impairment of goodwill. According to the amendment, the highest possible level for allocating goodwill recognized in a business combination is an operating segment as defined in IFRS 8, "Operating Segments", before aggregation for reporting purposes.
The amendment has been applied prospectively commencing from January 1, 2010. The initial adoption of the amendment did not have any material effect on the consolidated financial statements.
The initial adoption of the amendment did not have any material effect on the consolidated financial statements.
Basis of consolidation:
Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Company and its subsidiaries ("the group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
Business combination:
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the consolidated balance sheet, the acquirer's identifiable assets, liabilities and contingent liabilities are initially recognized at their fair value at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which control is obtained.
Revenue recognition:
1. Revenues from services are recognized as follows:
In fixed fee contracts - according to International Accounting Standard No. 11 "Construction Contracts" pursuant to which revenues and costs are reported by the "percentage of completion" method.
The percentage of completion is determined by dividing actual completion costs by the anticipated completion costs.
Amounts billed in advance of services being performed are recorded as deferred revenue. Unbilled receivables represent revenue earned but not yet billable under the term of the fixed price contracts and all such amounts are expected to be billed and collected during the succeeding 12 months.
In cases where a loss from a project is anticipated, a provision is made in the period in which it first becomes evident, for the entire loss anticipated until completion, as assessed by the Company's management.
Estimated gross profit or loss from long-term contracts may change due to changes in estimates resulting from differences between actual performance and original forecasts. Such changes in estimated gross profit are recorded in results of operations when they are reasonably determinable by management, on a cumulative catch-up basis.
NOTE 1 - ACCOUNTING POLICIES (cont.):
Revenue recognition (cont.):
2. Revenues from maintenance services are recognized based on the proportionate share of the maintenance services under the contract to be provided in each year of account.
3. Revenues from professional services are recognized based on actual time incurred.
Goodwill:
Goodwill represents the excess of the cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued, plus any direct costs of acquisition.
Goodwill is capitalized as an intangible asset with any impairment in carrying value being charged to the income statement. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated income statement on the acquisition date.
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 recognized in comprehensive income statement.
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 recognized. Reversal of an impairment loss, as above, shall not be increased above the lower of the carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior years and its recoverable amount. The reversal of impairment loss of an asset presented at cost is recognized in profit or loss. A reversal of an impairment loss on a revalued asset is recognized in other comprehensive income.
However, to the extent that an impairment loss on the same revalued asset was previously recognized in profit or loss, a reversal of that impairment loss is also recognized in profit or loss.
The following criteria are applied in assessing impairment of these specific assets:
1. Goodwill in respect of subsidiaries:
For the purpose of impairment testing, goodwill acquired in a business combination is allocated, at the acquisition date, to each of the Group's cash-generating units that is expected to benefit from the synergies of the combination.
The Company reviews goodwill for impairment once a year as of December 31 or more frequently if events or changes in circumstances indicate that there is impairment.
NOTE 1 - ACCOUNTING POLICIES (cont.):
Impairment of non-financial assets (cont.):
Goodwill is tested for impairment by assessing the recoverable amount of the cash-generating unit (or group of cash-generating units) to which the goodwill has been allocated. An impairment loss is recognized if the recoverable amount of the cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is less than the carrying amount of the cash-generating unit (or group of cash-generating units). Any impairment loss is allocated first to goodwill. Impairment losses recognized for goodwill cannot be reversed in subsequent periods.
2. Intangible assets with an indefinite useful life/development costs capitalized during the development period:
The impairment test is performed annually, on December 31, or more frequently if events or changes in circumstances indicate that there is impairment.
Functional and reporting currency:
The majority of the revenues of the Company are generated in U.S. dollars. In addition, a substantial portion of the Company's costs is incurred in U.S. dollars. The Company's management believes that the U.S. dollar is the primary currency of the economic environment in which the Company and its subsidiaries operate. Thus, the functional and reporting currency of the Company is the U.S. dollar.
Foreign currency:
Transactions entered into by group entities in a currency other than the currency of the primary economic environment in which they operate (the "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the balance sheet date. The majority of revenue and expenses are translated at historical rate and the rest are translated at average rates of exchange prevailing during the quarters. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately in the consolidated income statement.
Financial assets:
The group classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired.
Company's accounting policy for each category is as follows:
Fair value through profit or loss: This category comprises marketable securities. They are carried in the balance sheet at fair value with changes in fair value recognized in the consolidated income statement, in finance income or expense line.
Loans and receivables: These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and trade receivables, but also incorporate other types of contractual monetary asset. They are carried at amortized cost less any allowance for impairment.
NOTE 1 - ACCOUNTING POLICIES (cont.):
Financial liabilities:
The group classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired.
The group's accounting policy for each category is as follows:
Fair value through profit or loss: This category comprises only out-of-the-money derivatives) (see Financial assets for in the money derivatives). They are carried in the balance sheet at fair value with changes in fair value recognized in the comprehensive income statement.
As of December 31, 2010 no such liabilities are held by the Company.
Other financial liabilities: Other financial liabilities include the following items:
-- Bank borrowings are initially recognized at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortized cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the balance sheet. Interest expense in this context includes initial transaction costs payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
-- Trade payables and other short-term monetary liabilities, which are initially recognized at fair value.
Derecognition of financial instruments:
Financial assets: A financial asset is derecognized when the contractual rights to the cash flows from the financial asset expire or the Company has transferred its contractual rights to receive cash flows from the financial asset or assumes an obligation to pay the cash flows in full without material delay to a third party and has transferred substantially all the risks and rewards of the asset, or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Financial liabilities: A financial liability is derecognized when it is extinguished, that is when the obligation is discharged or cancelled or expires. A financial liability is extinguished when the debtor (the Group):
-- discharges the liability by paying in cash, other financial assets, goods or services; or
-- is legally released from the liability.
Where an existing financial liability is exchanged with another liability from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is accounted for as an extinguishment of the original liability and the recognition of a new liability. The difference between the carrying amounts of the above liabilities is recognized in profit or loss. If the exchange or modification is not substantial, it is accounted for as a change in the terms of the original liability and no gain or loss is recognized on the exchange.
NOTE 1 - ACCOUNTING POLICIES (cont.):
Impairment of Financial Assets and Cancellation:
The Company checks every balance date if there is an objective reason for the impairment of a financial asset or a group of financial assets.
Fair Value of Financial Instruments:
1. The fair value is the amount for which an asset can be traded or a liability can be removed, between a willing buyer and a willing seller, who act logically, in a transaction which is not effected by special relations between the sides.
2. The best evidence for fair value is quotable active market values.
Internally generated intangible assets (research and development costs):
Expenditure on internally developed products is capitalized if it can be demonstrated that:
-- it is technically feasible to develop the product for it to be sold;
-- adequate resources are available to complete the development;
-- there is an intention to complete and sell the product;
-- The Company is able to sell the product;
-- sale of the product will generate future economic benefits; and
-- expenditure on the project can be measured reliably.
Capitalized development costs are amortized over the periods The Company expects to benefit from selling the products developed. The amortization expense is included within the cost of sales line in the income statement.
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognized in the income statement as incurred. Development costs are recognized in the consolidated statement of income seeing as the Company does not meet the abovementioned conditions.
Rights in software:
The annual amortization of rights in software is based on the straight-line method over the remaining estimated economic life of the product including the period being reported on. Amortization starts when the product is available for general release to customers.
The Company is using the straight-line method over the useful life, which is three years.
The Company periodically evaluates the recoverability of rights in software and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.
Patents and trademarks:
The Company is using the straight-line method over the useful life, which is 18 years. As of December 31, 2010 no such assets are held by the Company.
Customer lists:
The Company is using the straight-line method over the useful life, which is 4 years. As of December 31, 2010 no such assets are held by the Company.
NOTE 1 - ACCOUNTING POLICIES (cont.):
Deferred taxation:
Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability in the balance sheet differs to its tax base, except for differences arising on:
-- the initial recognition of goodwill;
-- the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; nor investments in subsidiaries and jointly controlled entities where. The Company is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilized.
The amount of the asset or liability is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/ (assets) are settled/ (recovered). Deferred tax balances are not discounted.
Property, plant and equipment:
Items of property, plant and equipment are initially recognized at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items. Depreciation is computed by the straight line method, based on the estimated useful lives of the assets, as follows:
Rate of depreciation
---------------------
Motor vehicles 15%
Leasehold improvements 10%
Computers and equipment 33%
Office furniture and equipment 15%-16%
Leasehold improvements are depreciated over the expected term of the lease including optional extension, or over the estimated useful lives of the improvements, whichever is shorter.
The Group recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing part of such item when that cost is incurred if it is probable that economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Costs of day-to-day servicing expenses are recognized in profit or loss when incurred.
Cash and cash equivalents:
Cash equivalents are considered by the Company to be highly-liquid investments, including, inter alia, short-term deposits with banks the maturity of which did not exceed three months at the time of deposit and which are not restricted.
NOTE 1 - ACCOUNTING POLICIES (cont.):
Company shares held by the Company:
Shares of the Company that are held by the Company are presented as a reduction of equity, at their cost to the Company. Gains and losses upon the sale of these shares, net of related income taxes, are carried to additional paid-in capital.
Share-based payments:
Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the income statement over the remaining vesting period.
Provision for warranty:
Based on past experience, the Company does not record any provision for warranty of its products and services.
Employee benefits:
The Group has several employee benefit plans:
1. Short-term employee benefits: Short-term employee benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Group has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made.
2. Post-employment benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined benefit plans.
The Group has defined contribution plans pursuant to Section 14 to the Severance Pay Law under which the Group pays fixed contributions and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in the current and prior periods. Contributions to the defined contribution plan in respect of severance or retirement pay are recognized as an expense when contributed simultaneously with receiving the employee's services and no additional provision is required in the financial statements.
The Group also operates a defined benefit plan in respect of severance pay pursuant to the Severance Pay Law. According to the Law, employees are entitled to severance pay upon dismissal or retirement. The liability for termination of employee-employer relation is measured using the projected unit credit method. The actuarial
NOTE 1 - ACCOUNTING POLICIES (cont.):
Employee benefits (cont.)
assumptions include rates of employee turnover and future salary increases based on the estimated timing of payment. The amounts are presented based on discounted expected future cash flows using a discount rate determined by reference to yields on Government bonds with a term that matches the estimated term of the benefit obligation.
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 comprise assets held by a long-term employee benefit fund or qualifying insurance policies. Plan assets are not available to the Group's own creditors and cannot be returned directly to the Group.
The company's obligation for severance pay is dealt as a "defined benefit plan".
The severance pay's provision, as shown in the balance sheet, represents the present value of the defined benefit plan as of the balance sheet's date. The provision is calculated by independent actuaries based on the "Projected Unit Credit" method. The provision's present value is determined by the capitalization of future expected cash flows (after taking in consideration future wages growth's rate) on the basis of government bonds' interest rates stated in the same currency as the benefits' payments.
The Company implements the Corridor method. There are no actuary gains or losses, except for surplus in the corridor method. Therefore, with their occurrence, the Company does not credit the actuary gains or losses that have derived as a result of actuary assumptions and as a result of changes between previous assumptions and the actual results, to the income statement.
The privilege to severance pay by the insurance policies is considered a return of expenses, whereas it is certain that the insurance company will, fully or partially, return the expenses needed to cover the severance pay obligation.
Transactions with controlling parties:
Transactions with controlling shareholders are disclosed in conformity with the provisions of the International Accounting Standard 24 (related party disclosures and transactions) All Transactions are measured on fair value and the changes recorded in equity.
Earnings per Share (EPS):
Earnings per Share is determined and presented in accordance with IAS 33. Basic net earnings per share are computed based on the weighted average number of common shares outstanding during each year. Diluted earnings per share is computed based on the weighted average number of common shares outstanding during each year, plus dilutive potential common shares considered outstanding during the year.
NOTE 1 - ACCOUNTING POLICIES (cont.):
Critical accounting estimates and judgments:
The Group makes certain estimates and assumptions regarding the future. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(a) Revenue recognition:
The group has recognized part of its revenue according to IAS 11 "construction contracts." The revenue recognition depends on the percentage of completion method which is determined on estimates of anticipated completion costs. A change in these estimates may affect the revenue recognized in the income statement.
(b) Employee Benefits:
The costs, assets and liabilities of the defined benefit schemes operating by the group are determined using methods relying on actuarial estimates and assumptions. Details of the key assumptions are set out in note 19. The group takes advice from independent actuaries relating to the appropriateness of the assumptions. Changes in the assumptions used may have a significant effect on the consolidated income statement and the balance sheet.
Leases:
The tests for classifying leases as finance or operating leases depend on the substance of the agreements and are made at the inception of the lease in accordance with the principles below as set out in IAS 17.
The Group as lessee:
1. Finance leases:
Finance leases transfer to the Group substantially all the risks and benefits incidental to ownership of the leased asset. At the commencement of the lease term, the leased assets are measured at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. The liability for lease payments is presented at its present value and the lease payments are apportioned between finance charges and a reduction of the lease liability using the effective interest method.
2. Operating leases:
Lease agreements are classified as an operating lease if they do not transfer substantially all the risks and benefits incidental to ownership of the leased asset. Lease payments are recognized as an expense in the statement of income on a straight-line basis over the lease term.
After initial recognition, the leased liability is accounted for according to the accounting policy accepted for this type of asset (see note 27).
NOTE 1 - ACCOUNTING POLICIES (cont.):
New IFRSs in the period prior to their adoption
- IFRS 7 - Financial Instruments: Disclosure:
The amendments to IFRS 7 deal with the following issues:
a) Clarification of the Standard's disclosure requirements. In this context, emphasis is placed on the interaction between the quantitative disclosures and the qualitative disclosures about the nature and extent of risks arising from financial instruments. The Standard also reduces the disclosure requirements for collateral held by the Company and revises the disclosure requirements for credit risk. The amendment should be applied retrospectively commencing from the financial statements for periods beginning on January 1, 2011. Earlier application is permitted.
b) New disclosure requirements about transferred financial assets including disclosures regarding unusual transfer activity near the end of a reporting period. The objective of the amendment is to assist users of financial statements to assess the risks to which the Company may remain exposed from transfers of financial assets and the effect of these risks on the Company's financial position. The amendment is designed to enhance the reporting transparency of transactions involving asset transfers, specifically securitization of financial assets. The amendment should be applied prospectively commencing from the financial statements for periods beginning on January 1, 2012. Earlier application is permitted.
The relevant disclosures will be included in the Company's financial statements.
- IFRS 9 - Financial Instruments:
a) In November 2009, the IASB issued IFRS 9, "Financial Instruments", the first part of Phase 1 of a project to replace IAS 39, "Financial Instruments: Recognition and Measurement". IFRS 9 focuses mainly on the classification and measurement of financial assets and it applies to all financial assets within the scope of IAS 39.
According to IFRS 9, all financial assets (including hybrid contracts with financial asset hosts) should be measured at fair value upon initial recognition. In subsequent periods, debt instruments should be measured at amortized cost if both of the following conditions are met:
- the asset is held within a business model whose objective is to hold assets in order to collect the contractual cash flows.
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Notwithstanding the aforesaid, upon initial recognition, the Company may designate a debt instrument that meets both of the abovementioned conditions as measured at fair value through profit or loss if this designation eliminates or significantly reduces a measurement or recognition inconsistency ("accounting mismatch") that would have otherwise arisen.
Subsequent measurement of all other debt instruments and financial assets should be at fair value.
NOTE 1 - ACCOUNTING POLICIES (cont.):
Financial assets that are equity instruments should be measured in subsequent periods at fair value and the changes recognized in profit or loss or in other comprehensive income, in accordance with the election by the Company on an instrument-by-instrument basis (amounts recognized in other comprehensive income cannot be subsequently transferred to profit or loss). Nevertheless, if equity instruments are held for trading, they should be measured at fair value through profit or loss. This election is final and irrevocable. When an entity changes its business model for managing financial assets it shall reclassify all affected financial assets. In all other circumstances, reclassification of financial instruments is not permitted.
The Standard is effective commencing from January 1, 2013. Earlier application is permitted. Upon initial application, the Standard should be applied retrospectively, except as specified.
b) In October 2010, the IASB issued certain amendments to IFRS 9 regarding de-recognition and financial liabilities. According to those amendments, the provisions of IAS 39 will continue to apply to de-recognition and to financial liabilities for which the fair value option has not been elected (designated as measured at fair value through profit or loss); that is, the classification and measurement provisions of IAS 39 will continue to apply to financial liabilities held for trading and financial liabilities measured at amortized cost.
The changes arising from these amendments affect the measurement of a liability for which the fair value option had been chosen. Pursuant to the amendments, the amount of the adjustment to the liability's fair value that is attributable to changes in credit risk should be presented in other comprehensive income. All other fair value adjustments should be presented in profit or loss. If presenting the fair value adjustment of the liability arising from changes in credit risk in other comprehensive income creates an accounting mismatch in profit or loss, then that adjustment should also be presented in profit or loss rather than in other comprehensive income.
Furthermore, according to the amendments, derivative liabilities in respect of certain unquoted equity instruments can no longer be measured at cost but rather only at fair value.
The amendments are effective commencing from January 1, 2013. Earlier application is permitted provided that the Company also adopts the provisions of IFRS 9 regarding the classification and measurement of financial assets (the first part of Phase 2). Upon initial application, the amendments should be applied retrospectively, except as specified in the amendments.
The Company believes that the amendments are not expected to have a material effect on the financial statements.
- IAS 24 - Related Party Disclosures:
The amendment to IAS 24 clarifies the definition of a related party in order to simplify the identification of such relationships and to eliminate inconsistencies in its application. In addition, Government-related companies are provided a partial exemption of disclosure requirements for transactions with the Government and other Government-related companies. The amendment should be applied retrospectively commencing from the financial statements for annual periods beginning on January 1, 2011. Earlier application is permitted.
The relevant disclosures will be included in the Company's financial statements.
NOTE 2 - REVENUES:
For the For the
year ended year ended
December December
31, 2010 % 31, 2009 %
----------- ------ ----------- ------
$'000 $'000
----------- -----------
Revenues
Customer A 1,998 19 3,947 32
Customer B 1,902 18 2,211 18
Customer C 1,843 17 1,358 11
Customer D 1,746 17 1,157 9
Others 3,013 29 3,651 30
----------- ------ ----------- ------
10,502 100 12,324 100
=========== ====== =========== ======
Sources of revenues
Maintenance contracts 5,531 53 6,017 49
Professional services 938 9 2,426 20
Fixed fee contracts 4,033 38 3,881 31
----------- ------ ----------- ------
10,502 100 12,324 100
=========== ====== =========== ======
NOTE 3 - PROFIT FROM OPERATIONS:
For the year ended
December 31,
----------------------
2010 2009
---------- ----------
This has been arrived at after charging: $'000 $'000
---------- ----------
Staff costs (see note 4) 5,425 8,577
Material and subcontractors 2,236 1,849
Deprecation of property and equipment 1,258 2,017
Travel 531 1,115
Operating lease expense 716 1,029
Impairment of intangible assets 1,144 -
Impairment of receivables 1,311 704
Commissions 186 332
Consultants 507 531
Advertising 88 134
Reversal of contingencies (884) -
Others 275 263
---------- ----------
11,650 16,551
========== ==========
NOTE 4 - STAFF COSTS:
For the year ended
December 31,
----------------------
2010 2009
---------- ----------
$'000 $'000
---------- ----------
Staff costs (including directors) comprise:
Wages and salary 4,405 6,437
Allocation costs for social expenses 755 1,281
Employees' national insurance and similar
taxes 213 647
Bonuses 52 212
---------- ----------
5,425 8,577
========== ==========
Directors remuneration:
Wages and salary 355 539
Allocation costs for social expenses 70 62
Employees' national insurance and similar
taxes 9 9
---------- ----------
434 610
========== ==========
The amounts se out above include remuneration in respect of the following directors:
Employees
national
Allocation insurance
costs for and similar
Emoluments social expenses taxes Total
----------- ----------------- ------------- ------
2010
-----------------------------------------------------
$'000
-----------------------------------------------------
Amos Sivan 306 70 9 385
John Robert Camber
Porter 29 - - 29
David Joel Rubin 10 - - 10
Yael Hershtik 10 - - 10
----------- ----------------- ------------- ------
Total 355 70 9 434
=========== ================= ============= ======
Employees
national
Allocation insurance
costs for and similar
Emoluments social expenses taxes Total
----------- ----------------- ------------- ------
2009
-----------------------------------------------------
$'000
-----------------------------------------------------
Amos Sivan 488 62 9 559
John Robert Camber
Porter 31 - - 31
David Joel Rubin 10 - - 10
Yael Hershtik 10 - - 10
----------- ----------------- ------------- ------
Total 539 62 9 610
=========== ================= ============= ======
NOTE 5 - SEGMENTS:
Segment information:
The Company operates in four principal geographic segments: Europe, Asia, Africa and United States. Revenue and cost of sale are attributed to geographic region based on the location of the customers.
It is impossible to reliably allocate assets, liabilities, depreciations and non-cash expenses to each segment because the Company develops and gives services to customers on a worldwide basis.
Europe Asia Africa Total
-------- -------- -------- ---------
2010
---------------------------------------
$\'000
---------------------------------------
Revenue 5,643 2,806 2,053 10,502
Gross Profit 1,354 674 492 2,520
Europe Asia Africa Total
-------- -------- -------- ---------
2009
---------------------------------------
$'000
---------------------------------------
Revenue 7,486 2,597 2,241 12,324
Gross Profit 2,017 700 603 3,320
NOTE 6 - FINANCE INCOME AND EXPENCE:
2010 2010 2009 2009
-------- -------- ------------- --------
$'000 $'000 $'000 $'000
-------- -------- ------------- --------
Finance expense
Interest expense on financial
liabilities (214) (214)
Foreign currency (306) -
Bank fees (120) (211)
-------- -------------
(640) (425)
Finance income
Net gains on financial
instruments classified as
held for trading 282 726
Bank interest received 80 96
Foreign currency - 136
-------- -------------
362 958
-------- --------
(278) 536
======== ========
NOTE 7 - TAXES ON INCOME:
A. Tax Laws in Israel:
1. Law for the Encouragement of Capital Investments, 1959:
Pursuant to the provisions of the said law, the Company is eligible for tax benefits resulting from implementation of programs for investment in assets, in accordance with the letters of approval the Company received ("approved enterprises"), which grant the Company the rights to exemption from tax for a period of two years and subsequent to that period - to tax at a reduced rate of 25% of five years on income derived from the approved enterprise, subject to fulfillment of the conditions stipulated in the letter of approval. Moreover, the Company was approved an additional exemption
NOTE 7 - TAXES ON INCOME (cont.):
A. Tax Laws in Israel (cont.):
and received a beneficiary plant ("the expansion") for the part of revenues exceeding the Company's 2003 revenues.
The period in which the company will enjoy the tax exemption or reduced tax rate is limited in the letter of approval to seven years from the first year in which taxable income is earned. If the percentage of the company's share capital held by foreign shareholders exceeds 25%, then it will be entitled to reduced tax rates for a further three years, under certain conditions.
If the Company distributes dividends out of the exempt income of the first two years of approved enterprise, it will be subject to tax at the rate of 25% on the distributed income. If the Company distributes dividends from the income of approved enterprise, the receivable will be subject to tax at the rate of maximum 15% on the distributed income.
The Company intends to permanently reinvest the amounts of tax-exempt income and it does not intend to cause distribution of such dividends. Therefore, no deferred income taxes have been provided in respect of such tax-exempt income.
The periods of benefits relating to the Company's Approved Enterprise were started on 2002 and expired in 2008 and, with respect to the expansion will expire, in 2010.
The Company received a second expansion. This is applied on increases in revenue only. The Company is a technological company. Subject to fulfillment of the conditions stipulated in the letter of approval, the company can decrease the revenue base by 10% every year. The benefits of the second expansion will begin on the first year that the Company will report taxable income.
2. Recent Israeli Tax Reform Legislation:
In July 2002, the Israeli parliament approved a law enacting extensive changes to Israel's tax law generally effective January 1, 2003 (the "Tax Reform Legislation"). An Israeli company that is subject to Israeli taxes on the income of its non-Israeli subsidiaries will receive a credit for income taxes paid by the subsidiary in its country of residence.
3. Tax rates:
The tax rate used for computing the provision for current taxes is 25%, with the exception of approved enterprises - see 1. above.
On July 25, 2005, the corporate tax rate was reduced to 35% for the 2004 tax year, 34% for the 2005 tax year, 31% for the 2006 tax year, 29% for the 2007, 27% for the 2008 tax year, 26% for the 2009 tax year and 25% for the 2010 tax year and thereafter.
In July 2009, the Israeli Parliament (the Knesset) passed the Economic Efficiency Law (Amended Legislation for Implementing the Economic Plan for 2009 and 2010), 2009, which prescribes, among other things, an additional gradual reduction in the Israeli corporate tax rate starting from 2011 to the following tax rates: 2011 - 24%, 2012 - 23%, 2013 - 22%, 2014 - 21%, 2015 - 20%, 2016 and thereafter - 18%.
NOTE 7 - TAXES ON INCOME (cont.):
B. Subsidiaries outside Israel:
Subsidiaries that are not Israeli resident are taxed in the countries where they are resident, according to the tax laws in the respective countries.
C. Income tax assessments:
The Company has final tax assessments until and including 2006.
D. Income Tax (Inflationary Adjustments) Law, 1985:
According to the law, until 2007, the results for tax purposes were measured based on the changes in the Israeli CPI. In February 2008, the "Knesset" (Israeli parliament) passed an amendment to the Income Tax (Inflationary Adjustments) Law, 1985, which limits the scope of the law starting 2008 and thereafter. Starting 2008, the results for tax purposes are measured in nominal values, excluding certain adjustments for changes in the Israeli CPI carried out in the period up to December 31, 2007. The amendment to the law includes, inter alia, the elimination of the inflationary additions and deductions and the additional deduction for depreciation starting 2008.
E. Composition:
2010 2010 2009 2009
----- ------- ------- -------
$'000 $'000 $'000 $'000
----- ------- ------- -------
Current tax expense:
Income tax on profits for the
year 711 1,314
Taxes from previous years - -
----- -------
711 1,314
Deferred tax expense:
Origination and reversal of temporary
differences 785 1,978
----- -------
785 1,978
------- -------
Total tax expense 1,496 3,292
======= =======
F. The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in Israel applied to profits for the year are as follows:
2010 2009
----------- ----------
$'000 $'000
----------- ----------
Profit (loss) before tax ( 2,569) (1,979)
Expected tax charge (income) based on the standard
rate of corporation tax in Israel of 25% (2009
- 26%) (642) (515)
Utilization of tax benefit - (604)
Tax benefit for an approved enterprise - 113
Losses and temporary differences for which
deferred taxes were not recorded 604 914
Deferred tax assets written off during the
year 785 1,875
Provision of foreign tax withhold create in
prior years 704 1,309
Different tax rates for subsidiaries (2) 202
Other 47 (2)
----------- ----------
Total tax expense 1,496 3,292
=========== ==========
NOTE 8 - DISCONTINUED OPERATIONS:
In December 2010, the group sold the USA operation for a cash consideration of $13,000 thousand, from which the buyer deposited $1,300 thousand for the period of two years (the "Escrow Amount") with an Escrow Agent in order to secure the indemnification obligations included in the Purchase Agreement. Therefore, this amount was classified to long term receivables.
The USA segment is the only operation presented as discontinued operations in 2010. The comparative information for 2009 was restated to present income generated and expenses incurred by FTS discontinued operations.
Result of discontinued operation:
2010 2009
---------- --------
Revenues 7,931 7,067
Expenses (6,291) 5,352
---------- --------
Profit for the year 1,640 1,715
========== ========
Total comprehensive income attributable to owners
of the parents:
From continued operations 1,640 1,715
========== ========
From discontinued operations 10,985 -
========== ========
Statement of cash flows:
The statement of cash flows includes the following amounts relating to discontinued operations:
2010 2009
----------- ----------
Operating activities, net (656) 2,549
Investing activities, net 12,969 (215)
Financing activities, net (10,000) (4,700)
----------- ----------
Net cash from discontinued operations 2,313 (2,366)
=========== ==========
Assets and liabilities at date of sale:
2010
--------
Trade and other receivable 1,919
Property, plant and equipment 148
Intangible assets 72
Goodwill 3,535
--------
5,674
========
Trade and other payables 60
Customer advances 318
------
378
======
NOTE 9 - DIVIDENDS:
2010 2009
------ ---------
$'000 $'000
------ ---------
In 2009 dividend of 0.13 dollars per ordinary
share proposed and paid during the year relating
to the previous year's results - 4,182
====== =========
NOTE 10 - EARNINGS PER SHARE:
2010 2009
------------ -----------
$ $
------------ -----------
losses used in basic and diluted EPS from
continuing operations (4,065,588) (6,986,084)
Earnings used in basic and diluted EPS from
discontinued operations 9,344,561 1,715,000
Weighted average number of shares used in EPS 32,696,012 32,696,012
============ ===========
Basic and diluted net EPS from continuing
operations (0.1243) (0.2136)
============ ===========
Basic and diluted net EPS from discontinuing
operations 0.2858 0.0524
============ ===========
The employee options have been excluded from the calculation of diluted EPS as their exercise price is greater than the weighted average share price during the year (i.e. they are out-of-the-money) and therefore it would not be advantageous for the holders to exercise those options. The total number of options in issue is disclosed in the note 24.
NOTE 11 - PROPERTY, PLANT AND EQUIPMENT:
Composition:
Office
Motor furniture & Leasehold Computer
vehicles equipment Improvements & software Total
----------- ----------- ------------ ----------- ----------
$'000 $'000 $'000 $'000 $'000
----------- ----------- ------------ ----------- ----------
At 31
December
2009:
Cost 72 1,412 1,304 7,670 10,458
Accumulated
depreciation (60) (1,213) (1,221) (7,311) (9,805)
----------- ----------- ------------ ----------- ----------
Net book
value 12 199 83 359 653
=========== =========== ============ =========== ==========
At 31
December
2010:
Cost 72 223 163 3,111 3,569
Accumulated
depreciation (71) (133) (127) (2,947) (3,278)
----------- ----------- ------------ ----------- ----------
Net book
value 1 90 36 164 291
=========== =========== ============ =========== ==========
Year ended 31
December
2009:
Opening net
book value 22 140 82 358 602
Additions - 92 25 255 372
Depreciation (10) (33) (24) (254) (321)
----------- ----------- ------------ ----------- ----------
Closing
net book
value 12 199 83 359 653
=========== =========== ============ =========== ==========
Year ended 31
December
2010:
Opening net
book value 12 199 83 360 654
Additions - (1,146) (986) (4,290) (6,422)
Depreciation (11) 1,036 951 4,074 6,050
Disposal - 2 (12) 19 9
----------- ----------- ------------ ----------- ----------
Closing
net book
value 1 91 36 163 291
=========== =========== ============ =========== ==========
NOTE 12 - INTANGIBLE ASSETS:
Composition:
Rights Patents
in Development and Customer
Software Cost Trademarks list Goodwill Total
-------- ----------- ---------- -------- --------- -----------
$'000 $'000 $'000 $'000 $'000 $'000
-------- ----------- ---------- -------- --------- -----------
At 31
December
2009:
Cost 827 7,502 142 915 3,535 12,921
Accumulated
Amortization (729) (4,872) (62) (915) - (6,578)
-------- ----------- ---------- -------- --------- -----------
Net book
value 98 2,630 80 - 3,535 6,343
======== =========== ========== ======== ========= ===========
At 31
December
2010:
Cost 827 7,639 142 778 3,535 12,921
Accumulated
Amortization (827) (7,146) (142) (778) (3,535) (12,428)
-------- ----------- ---------- -------- --------- -----------
Net book
value - (493) - - - 493
======== =========== ========== ======== ========= ===========
Year ended 31
December
2009:
Opening net
book value 319 3,500 89 159 3,535 7,602
Additions - 498 - - - 498
Amortization (221) (1,368) (9) (159) - (1,757)
-------- ----------- ---------- -------- --------- -----------
Closing net
book value 98 2,630 80 - 3,535 6,343
======== =========== ========== ======== ========= ===========
Year ended 31
December
2010:
Opening net
book value 276 2,451 80 - 3,535 6,342
Disposal - - (72) - (3,535) (3,607)
Amortization (276) (1,958) (8) - - (2,242)
-------- ----------- ---------- -------- --------- -----------
Closing net
book value - 493 - - - 493
======== =========== ========== ======== ========= ===========
The amortization expense is included within the cost of sales in the comprehensive income statement.
NOTE 13 - SUBSIDIARIES:
The principal subsidiaries of F.T.S - Formula Telecom Solutions Limited, all of which have been included in these consolidated financial statements, are as follows:
Percentage of ownership
and control
-------------------------
2010 2009
------------ -----------
% %
------------ -----------
F.T.S- Formula Telecom Solutions Inc. (Formerly
known as Viziqor Solutions Inc.) 100 100
F.T.S- Formula Telecom Solutions Bulgaria 100 100
F.T.S. Global Limited 100 100
Formula Telecom Limited (Russia) 100 100
NOTE 14 - OTHER RECEIVABLES AND PREPAID EXPENSES:
2010 2009
------ ------
$'000 $'000
------ ------
Prepaid expenses 274 548
Government authorities 13 57
Short term leasing deposits 43 14
Employees 9 5
Others 36 -
------ ------
Total 375 624
====== ======
NOTE 15 - TRADE RECEIVABLES:
2010 2009
---------- ----------
$'000 $'000
---------- ----------
Trade receivables 3,471 4,805
Unbilled receivables 956 3,587
Less provision for impairment of receivables (2,160) (3,250)
---------- ----------
2,267 5,142
========== ==========
Balance of
Customer A 1,373 228
Customer B 358 365
Customer C 263 40
Customer D 102 -
Others 171 4,509
---------- ----------
2,267 5,142
========== ==========
As at 31 December 2010 trade receivables of 1,373$ thousand (2009- $612 thousand) were past due but not impaired.
They relate to the customers with no default history. The ageing analysis of these receivables is as follows:
2010 2009
--------- -------
$'000 $'000
--------- -------
Up to 3 months - -
3 to 6 months 1,373 612
--------- -------
1,373 612
========= =======
Unbilled receivables:
2010 2009
-------- ----------
$'000 $'000
-------- ----------
Actual completion costs 385 3,409
Profit earned - 924
Billed revenue - (1,310)
-------- ----------
Total Unbilled receivables - Projects 385 3,023
Other Unbilled receivables 571 564
-------- ----------
Total Unbilled receivables 956 3,587
======== ==========
NOTE 15 - TRADE RECEIVABLES (cont.):
The balance of Unbilled receivables represents undue amounts at balance sheet date (no past due amounts).
Movement in impairment of receivables:
2010 2009
---------- --------
$'000 $'000
---------- --------
Balance at beginning of the year 3,250 2,565
Provided during the year - 685
---------- --------
3,250 3,250
Receivable written off during the year
as uncollectable (1,090) -
---------- --------
Balance at end of the year 2,160 3,250
========== ========
The company believes that there is no need for further impairment of receivables according to past experience with its customers.
NOTE 16 - FINANCIAL ASSETS THROUGH PROFIT AND LOSS:
2010 2009
------ --------
$'000 $'000
------ --------
Fair value through profit and loss - 5,048
====== ========
NOTE 17 - CASH AND CASH EQUIVALENTS:
2010 2009
--------- --------
$'000 $'000
--------- --------
In USD
Cash on hand and in banks 4,601 2,401
Deposits (*) 12,244 2,076
--------- --------
16,845 4,477
--------- --------
In other currency
Cash on hand and in banks in EURO 411 1,812
Cash on hand and in banks in NIS 459 773
Deposits in Euro (*) 115 1,549
Deposits in NIS (*) 2 5
--------- --------
987 4,139
--------- --------
17,832 8,616
========= ========
(*) Most of the deposits are not linked and bear interest of 1% - 2% as of December 31, 2010.
NOTE 18 - OTHER PAYABLES:
2010 2009
-------- --------
$'000 $'000
-------- --------
Accrued expense 92 956
Employees and other wage and salary related
liabilities 574 1,481
Government Authorities 450 379
Other 409 440
-------- --------
1,615 3,256
======== ========
NOTE 19 - CUSTOMER ADVANCES AND DEFERRED REVENUE:
2010 2009
---------- ----------
$'000 $'000
---------- ----------
Actual completion costs (2,821) (2,093)
Profit earned (783) (3,577)
Total Payment 3,968 6,680
---------- ----------
Total Customer Advances and Deferred
Revenue - Projects 364 1,010
Other Customer Advances 232 2,053
---------- ----------
Total Customer Advances and Deferred
Revenue 596 3,063
========== ==========
NOTE 20 - EMPLOYEE BENEFITS:
A. Expenses recognized in the statement of income:
2010 2009
-------- --------
$'000 $'000
-------- --------
Current service cost 297 379
Interest cost on benefit obligation 92 96
Expected return on plan assets (72) (72)
Transfer to compensation 16 19
-------- --------
Total employee benefit expenses 333 422
======== ========
B. The plan assets (liabilities), net:
2010 2009
---------- ----------
$'000 $'000
---------- ----------
Present value of the obligations 1,883 1,990
Fair value of plan assets (1,420) (1,575)
---------- ----------
463 415
========== ==========
Net unrecognized actuarial gains (losses)
*) 18 83
Total liabilities, net 481 498
========== ==========
*) Cumulative amounts for the value of the obligation and the value of the rights in the plan assets.
NOTE 20 - EMPLOYEE BENEFITS (cont.):
C. The movement in the fair value of the plan assets:
2010 2009
-------- --------
$'000 $'000
-------- --------
Balance at January 1, 1,575 1,364
Exchange differences 101 11
Expected return 56 53
Contributions by employer 299 428
Benefits paid (835) (312)
Net actuarial gain (loss) 224 31
-------- --------
1,420 1,575
======== ========
D. Changes in the present value of defined benefit obligation:
2010 2009
----------- ---------
$'000 $'000
----------- ---------
Balance at January 1, 1,990 2,039
Exchange differences (1,710) 14
Interest cost 93 96
Current service cost 297 379
Benefits paid 919 (313)
Net actuarial loss (gain) 294 (225)
----------- ---------
1,883 1,990
=========== =========
E. The expenses and income in the income statement from employee benefits are included as salary and wage expenses in the relevant clauses.
The expenses are presented in the statement of income as follows:
2010 2009
-------- --------
$'000 $'000
-------- --------
Cost of sales 176 223
Selling and marketing expenses 28 39
General and administrative expenses 129 160
-------- --------
333 422
======== ========
F. Supplementary information:
1. The Company's liabilities for severance pay retirement and pension pursuant to Israeli law are fully covered - in part by managers' insurance policies, for which the Company makes monthly payments and accrued amounts in severance pay funds and the rest by the liabilities which are included in the financial statements.
2. The amounts accrued in managers' insurance funds are registered under the name of the employees, and therefore such amounts are not stated in the financial information as liability for termination of employee-employer relationships or amounts funded.
NOTE 20 - EMPLOYEE BENEFITS (cont.):
3. The amounts funded displayed above include amounts deposited in severance pay funds with the addition of accrued income. According to the Severance Pay Law, the aforementioned amounts may not be withdrawn or mortgaged as long as the employer's obligations have not been fulfilled in compliance with Israeli law.
G. The principal assumptions used in determining the obligation for the defined benefit plan:
2010 2009
------- -------
% %
------- -------
Discount rate 5.27 5.55
Expected rate of return on plan assets 5.55 5.03
Future salary increases 5.90 5.69
H. The amounts for the current year and the previous year
2010 2009
--------- ---------
$'000 $'000
--------- ---------
Plan Liabilities 1,883 1,990
Plan Assets 1,420 1,575
Deficit 463 415
Experience adjustments on liabilities 294 (225)
Experience adjustments on assets 224 31
NOTE 21 - DEFERRED TAX ASSETS:
Deferred tax is calculated on temporary differences under the liability method using the tax rate of 15%-24% (2009 - 15%-25%) at the year the deferred tax assets are recovered.
The movement on the deferred tax account is as shown below:
2010 2009
--------- -----------
$'000 $'000
--------- -----------
At 1 January 785 2,763
Exchange difference (785) (1,978)
--------- -----------
At 31 December - 785
========= ===========
Deferred tax assets have been recognized in respect of all differences giving rise to deferred tax assets because it is probable that these assets will be recovered.
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net.
NOTE 21 - DEFERRED TAX ASSETS:
Details of the deferred tax amounts charged to reserves are as follows:
Recognized
As at December during the As at December
Composition: 31, 2010 year 31, 2009
--------------- ----------- --------------
$'000 $'000 $'000
--------------- ----------- --------------
Allowances and reserves - (693) 693
Research and development - 86 (86)
Vacation accrual - (63) 63
Employee severance liabilities - (115) 115
--------------- ----------- --------------
Total - (785) 785
=============== =========== ==============
NOTE 22 - TRADE PAYABLES - CURRENT:
2010 2009
--------- ---------
$'000 $'000
--------- ---------
Trade payables 433 734
Accrued Expenses 1,687 1,422
Checks to the payment 147 261
--------- ---------
2,267 2,417
========= =========
NOTE 23 - LOANS AND BORROWINGS:
2010 2009
------ --------
$'000 $'000
------ --------
Fair value through profit or loss- held for trading - 6,258
====== ========
Breakdown:
Linkage Interest
Short Term Credit From Banks: Base Rate 2010 2009
----- --------
% $'000 $'000
-------- ----- --------
Discount Bank- Overdraft - - 717
Leumi Bank * 3.3 - 3,028
Poalim Bank * 3.25 - 2,013
Discount Bank * 3.25 - 500
----- --------
- 6,258
===== ========
* The linkage base is London Interbank Offered Rate
* See Note 26 for further Details.
NOTE 24 - SHARE CAPITAL:
Authorized
------------------------
2010 2009
----------- -----------
Number Number
----------- -----------
Ordinary shares of no par value 261,504,012 261,504,012
----------- -----------
Issued and fully paid
-----------------------
2010 2009
----------- ----------
Number Number
----------- ----------
Ordinary shares of no par value each at beginning
of the year 32,956,012 32,956,012
Employee share options exercised - -
----------- ----------
At end of the year 32,956,012 32,956,012
=========== ==========
NOTE 25 - EMPLOYEE STOCK OPTION PLAN:
On July 21, 2005, the Company granted 72 options to purchase 576,000 ordinary shares of the Company.
The Company has elected to accelerate the vesting period of all its employee share options. As of December 31, 2005 all of the Company's options were fully vested.
On February 15, 2007, the board of directors approved a maximum pool of up to 975,000 shares reserved for issuance upon exercise of options that may be granted pursuant to the 2005 share option plan. In July 2007, the Company's Board of Directors adopted an option plan pursuant to which the Company will grant options to employees of the Company to purchase up to an aggregate of 855,000 Ordinary Shares. In accordance with this plan, employees of FTS and its subsidiaries were granted on August 19(th) , 2007, for no consideration, 741,700 options, each of which may be exercised for one Ordinary Share of the Company at an exercise price of GBP 0.6-0.97 per share. Any option not exercised within 10 years will expire.
The exercise price of options outstanding at the end of the year ranged between 0.97-1.57 USD and their weighted average contractual life was 7.5 years. Most of the options were exercisable by December 31, 2009.
Most of the options were granted as part of a plan that was adopted in accordance with the provision of section 102 of the Israeli Income Tax Ordinance.
A summary of the status of the Company stock option plan as of December 31, 2010 and 2009 is as follows:
2010 2009
---------------------- ----------------------
Weighted Weighted
average average
Number exercise Number exercise
of options price of options price
----------- --------- ----------- ---------
$ $
--------- ---------
Options outstanding at
beginning of year 1,186,300 1.350 1,259,100 1.220
Changes during the year:
Granted - - 9,400 1.344
Exercised - - - -
Forfeited (114,300) 1.283 (82,200) 1.344
----------- -----------
Options outstanding at end of
year 1,072,000 1.285 1,186,300 1.350
=========== ========= =========== =========
Options exercisable at
year-end 1,072,000 1.285 1,172,900 1.350
=========== ========= =========== =========
NOTE 26 - FINANCIAL INSTRUMENTS - RISK MANAGEMENT:
The Company is exposed through its operations to one or more of the following financial risks:
-- Liquidity risk.
-- Foreign currency risk.
-- Credit risk.
-- Other risks.
Liquidity risk:
Liquidity risk arises from the group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due.
The group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances and other credit facilities to meet expected requirements for a period of at least 90 days. The group also seeks to reduce liquidity risk by fixing interest rates (and hence cash flows) on a portion of its long-term borrowings, this is further discussed in the 'interest rate risk' section above.
The Board receives rolling 12-month cash flow projections on a quarterly basis as well as information regarding cash balances and (as noted above) the value of the group's investments in corporate bonds.
The liquidity risk of each group entity is managed centrally by the group treasury function. Each operation has a facility with group treasury, the amount of the facility being based on budgets. The budgets are set locally and agreed by the board in advance, enabling the group's cash requirements to be anticipated. Where facilities of group entities need to be increased, approval must be sought from the group finance director. Where the amount of the facility is above a certain level agreement of the board is needed
Foreign currency risk:
Foreign exchange risk arises when company operations enter into transactions denominated in a currency other than their functional currency. Management does not mitigate that risk.
Credit risks:
Financial instruments which have the potential to expose the Company to credit risks are mainly cash and cash equivalents, bank deposit accounts, trade receivables, other receivables and long term debts.
Most of the Company's cash and cash equivalents and short-term investment as of December 31, 2010, and 2009 were deposited in Israeli and American banks. The Company is of the opinion that the credit risk in respect of these balances is minimal.
Trade receivables are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of its customers' financial condition and although the Company generally does not require collateral, letters of credit may be required from our customers in certain circumstances.
Senior management reviews trade receivables on a monthly basis to determine if any receivable will potentially be unrecoverable.
NOTE 26 - FINANCIAL INSTRUMENTS - RISK MANAGEMENT (cont.)
Credit risks (cont.):
The Company includes any trade receivable balances that are determined to be unrecoverable in the company's allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.
In general, the exposure to the concentration of credit risks relating to trade receivables is limited, due to the strength of the Company's customers. The Company performs ongoing credit evaluations of its customers for the purpose of determining the appropriate allowance for doubtful receivables. An appropriate allowance for doubtful receivables is included in the accounts.
-Other risks:
The price risk consists mainly of the fluctuation in value of trade receivables due to changes in exchange rates.
Fair value
The carrying amount of cash and cash equivalents, short-term investments, trade receivables, other accounts receivable, trade payables and other accounts payable approximate their fair value.
Classification of financial instruments by fair value hierarchy:
The financial instruments presented in the balance sheet at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value:
Level 1 - Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within
Level 1 that are observable either directly or
indirectly.
Level 3 - Inputs that are not based on observable market
data (valuation techniques which use inputs that
are not based on observable market data).
Financial assets measured at fair value:
December 31, 2009:
Level 1 Level 2 Level 3
---------- ------- -------
$'000
----------------------------
Financial assets at fair value 5,048 - -
through profit or loss
Loans and borrowings 6,258 - -
========== ======= =======
NOTE 27 - COMMITMENTS AND CONTINGENCIES:
Lawsuits:
1. On December 5, 2001, a class action complaint against Formula Telecom Solutions Inc. (Formerly known as Viziqor Solutions Inc.) was filed in the United States District Court for the Southern District of New York. On April 22, 2002, an amended complaint was filed by two plaintiffs purportedly on behalf of persons purchasing the Company's common stock between September 20, 1999 and December 6, 2000. The individual defendants, Messrs. Corey, Schell and Daleen, have entered into tolling agreements with the plaintiffs resulting in their dismissal from the case without prejudice. The remaining defendants include Daleen Technologies, Inc. (now known as Formula Telecom Solutions, Inc.-The "Company") and certain of the underwriters from the Company's initial public offering ("IPO"). More than 300 similar class action law suits filed in the Southern District of New York against numerous companies and their underwriters have been consolidated for pre-trial purposes before one judge under the caption "In re Initial Public Offering Securities Litigation." The complaint alleges violations of (i) Section 11 of the Securities Act of 1933 by all named defendants, (ii) Section 15 of the Securities Act of 1933 by the individual defendants, (iii) Section 10(b) of the Securities Exchange Act of 1934 and Rule lOb-S promulgated there under by all named defendants, and (iv) Section 20(a) of the Securities Exchange Act of 1934 by the individual defendants. The plaintiffs allege that, in connection with the IPO, the defendants failed to disclose "excessive commissions" purportedly solicited by and paid to the underwriter defendants in exchange for allocating shares of the Company's common stock in the IPO to the underwriter defendants' preferred customers. Plaintiffs further allege that the underwriter defendants had agreements with preferred customers tying the allocation of shares sold in the IPO to the preferred customers' agreements to make additional aftermarket purchases at pre-determined prices.
Plaintiffs claim that the underwriters used their analysts to issue favourable reports about the Company to further inflate the Company's share price following the IPO, that the defendants knew or should have known of the underwriters' actions, and that the failure to disclose these alleged arrangements rendered the prospectus included in the Company's registration statement on Form S-i filed with the SEC in September 1999 materially false and misleading. Plaintiffs seek unspecified damages and other relief.
In October 2004, the district court granted in part the plaintiffs' motion for class certification in six "focus" cases out of the more than 300 consolidated class actions. In February 2005, the district court also preliminarily approved the terms of a proposed settlement involving the plaintiff classes, the insurance companies and the issuers, including the Company and the individual defendants that included a waiver by the insurance companies of any retention amounts under the policies. In December 2006, the United States Court of Appeals for the Second Circuit reversed the district court's order on class certification As a result of the Second Circuit's order denying class certification, the plaintiffs, the insurance companies and the issuers were forced to terminate the proposed settlement in June 2007 Subsequently, the issuers and their insurance companies renewed the terms of an agreement under which the insurance companies agreed to pay the issuers' defence costs on a pooling basis. In 2009, the parties, including the Company, re-negotiated
NOTE 27 - COMMITMENTS AND CONTINGENCIES (cont.):
1. (Cont.):
the terms of a proposed settlement of the consolidated class actions Under the terms of the settlement, the issuers' contribution to the settlement amount will be funded by the issuers' insurers. By order dated October 5, 2009, the district court granted final approval of the settlement Several class members have since appealed from this order. To the extent these appeals result in a termination of the settlement, the Company intends to defend vigorously against the plaintiffs' claims.
As of the date of this statement, there are no unasserted possible claims or assessments that are probable of assertion and that must be disclosed in accordance with International Accounting Standard No 37.
The insurance company has taken responsibility for payment of all attorney fees since June of 2003.
2. On March 2006, Mr. Gordon Quick ("Plaintiff") filed a claim against several defendants including Formula telecom solutions Inc. ("Company") pursuant to which the plaintiff asserted a breach of agreement by the Company relating to an employment agreements and bonus retention agreement executed solely between the Plaintiff and a former related company of the Company known as Woodmont Holdings Inc. The Plaintiff seeked to impose liability against the Company for the breach of contract by Woodmont. The plaintiff has withdrawn his claim, but the Company received legal council that has advised them that when the IPO case is settled (see 1 above), the plaintiff will renew his claim and therefore a provision has been classified for this potential claim. On October 2010, Plaintiff together with other two former employees of Woodmont Holdings Inc have re-filed their claim against the Company (filed in the united states district court, Eastern district of Missouri, Eastern division) amounting in total for the sum of US1.4 million. Company has moved to dismiss the claim pursuant to Rules 12(b)(1), (6) and (7) of the Federal Rules of Civil Procedure. On February 15th 2011, it was ordered by court that Defendant Formula Telecom, Inc.'s Motion to Dismiss Counts I, IV, and VII (Doc. No. 2) was granted. As of the date hereof, plaintiff is entitled to file an appeal.
3. Due to a dispute revealed between the Company and its customer in connection with a toll road project performed by the Company for the customer ("Customer" and "Project" respectively), the Company was notified by the Customer of the termination of the Project. Parties have raised certain claims and demands one against the other, mainly with respect to the scope of the Project, payments due to the Company, damages incurred by each party in connection with the Project and the fulfilment (or non fulfilment) of the parties' obligations relating to the Project. The Company rejects the Customer's claims. Customer initiated preliminary legal proceedings against the Company in which he has asked to forfeit the performance bond granted by the Company to Customer in pursuant to the agreement in approximately 500 thousand US$. Following proceedings which took place in both district and high court pursuant, Customer's request was denied and it was ruled by the supreme court that the performance bond granted by the Company to Customer in pursuant to the agreement may not be forfeited other than through the separate arbitration procedures which needs to take place. Parties have agreed to refer the entire dispute to an arbitrator according to the agreement. Adv. Dan Arbel (former Judge) was appointed as arbitrator to settle the
NOTE 27 - COMMITMENTS AND CONTINGENCIES (cont.):
3. (Cont.):
dispute. During preliminary proceedings of the arbitration, Arbitrator has awarded Customer with the amounts of the performance bond in approximately 500 thousand US$. On October 5th 2010, Parties have reached a settlement and release agreement, which was approved as a binding ruling award by the arbitrator, pursuant to which for the mutual final discharge and release of the parties claims and demand towards each other, it was agreed that Customer shall retain the amount of the performance bond but will pay the Company a sum of 150,000 NIS. The award has been executed by the Parties and the dispute has been settled as set above,
Guaratees:
The Company obtained performance guarantees in the amount of $63 thousand in order to secure its contractual commitments.
Lease commitments:
Future minimum lease commitments under non-cancellable operating leases as at December 31, 2010 are as follows:
2010
------
$'000
------
2011 336
2012 336
Rent expenses for the years ended December 31, 2010, and 2009 were approximately $716 thousand and $1,029 thousand, respectively.
NOTE 28 - SUBSEQUENT EVENTS
On January 6, 2011 announces that the Board of Directors of the group has decided to pay a dividend of 16p per share (total of $8,160 thousand) before withholding tax of 20% (net dividend of 12.8p). The payment date was on January 28, 2011.
The financial statements were authorized for issue by the board as a whole following their approval on March 8, 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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