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Consolidated Statements of Financial Position - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
CURRENT ASSETS: |
|
|
Cash and cash equivalents |
$ 268,492
|
$ 245,947
|
Short-term deposits |
16,881
|
735
|
Marketable securities |
9,913
|
14,138
|
Trade receivables (net of allowances for doubtful accounts of $6,051 and $5,195 as of December 31, 2017 and 2018, respectively) |
441,468
|
385,778
|
Prepaid expenses and other accounts receivable |
40,397
|
44,904
|
Inventories |
3,882
|
3,299
|
Total current assets |
781,033
|
694,801
|
LONG-TERM ASSETS: |
|
|
Deferred taxes |
14,214
|
15,878
|
Prepaid expenses and other accounts receivable |
23,121
|
16,581
|
Total long-term assets |
37,335
|
32,459
|
INVESTMENTS IN COMPANIES ACCOUNTED FOR AT EQUITY METHOD |
25,710
|
25,315
|
PROPERTY, PLANTS AND EQUIPMENT, NET |
29,182
|
29,807
|
INTANGIBLE ASSETS, NET |
150,046
|
163,983
|
GOODWILL |
640,855
|
617,272
|
Total assets |
1,664,161
|
1,563,637
|
CURRENT LIABILITIES: |
|
|
Credit from banks and others |
71,180
|
70,819
|
Debentures |
55,822
|
4,826
|
Trade payables |
118,786
|
95,339
|
Deferred revenues |
59,509
|
58,905
|
Employees and payroll accrual |
114,904
|
111,707
|
Other accounts payable |
53,969
|
53,145
|
Dividend payable |
5,015
|
|
Liabilities in respect of business combinations |
5,602
|
6,811
|
Put options of non-controlling interests |
40,926
|
31,395
|
Total current liabilities |
525,713
|
432,947
|
LONG-TERM LIABILITIES: |
|
|
Loans from banks and others |
139,527
|
135,616
|
Debentures |
114,902
|
133,739
|
Other long-term liabilities |
8,734
|
7,244
|
Deferred taxes |
34,800
|
36,605
|
Deferred revenues |
4,906
|
9,340
|
Liability in respect of business combinations |
5,625
|
4,711
|
Put options of non-controlling interests |
15,673
|
21,481
|
Employee benefit liabilities |
8,884
|
9,032
|
Total long-term liabilities |
333,051
|
357,768
|
COMMITMENTS AND CONTINGENCIES |
|
|
Share capital: |
|
|
Ordinary shares of NIS 1 par value - Authorized: 25,000,000 shares at December 31, 2017 and 2018; Issued: 15,307,402 and 15,318,958 at December 31, 2017 and 2018, respectively; Outstanding: 14,738,782 and 14,750,338 at December 31, 2017 and 2018, respectively |
4,190
|
4,187
|
Additional paid-in capital |
98,008
|
98,040
|
Retained earnings |
262,557
|
239,156
|
Accumulated other comprehensive income |
3,134
|
18,078
|
Treasury shares (568,620 shares as of December 31, 2017 and 2018) |
(259)
|
(259)
|
Total equity attributable to Formula Systems (1985) Ltd.'s shareholders |
367,630
|
359,202
|
Non-controlling interests |
437,767
|
413,720
|
Total equity |
805,397
|
772,922
|
Total liabilities and equity |
$ 1,664,161
|
$ 1,563,637
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Dec. 31, 2018 |
Dec. 31, 2017 |
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Dec. 31, 2017 |
Dec. 31, 2016 |
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$ 341,350
|
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|
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201,302
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857,014
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184,164
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8,751
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6,008
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101,327
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51,687
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13,371
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21,163
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369
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1,124
|
349
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77,395
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39,440
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56,100
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|
|
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Equity holders of the Company |
32,365
|
10,352
|
22,445
|
Non-controlling interests |
45,030
|
29,088
|
33,655
|
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$ 77,395
|
$ 39,440
|
$ 56,100
|
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|
|
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$ 0.72
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$ 1.58
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$ 0.68
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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Statement of comprehensive income [abstract] |
|
|
|
Net income |
$ 77,395
|
$ 39,440
|
$ 56,100
|
Amounts that will not be reclassified subsequently to profit or loss: |
|
|
|
Actuarial gain (loss) from defined benefit plans |
387
|
(898)
|
(2,696)
|
Share in other comprehensive income of joint venture |
58
|
104
|
|
Amounts that will be or that have been reclassified to profit or loss when specific conditions are met: |
|
|
|
Unrealized gain (loss) on debt instruments at fair value through other comprehensive income, net |
(37)
|
144
|
30
|
Amounts transferred to the statement of profit or loss for sale of debt instruments at fair value through other comprehensive income, net |
|
(94)
|
16
|
Foreign exchange differences on translation of foreign operations |
(30,395)
|
42,389
|
1,668
|
Total other comprehensive income (loss), net of tax |
(29,987)
|
41,645
|
(982)
|
Total Comprehensive income |
47,408
|
81,085
|
55,118
|
Total comprehensive income attributable to: |
|
|
|
Equity holders of the Company |
17,610
|
30,354
|
21,948
|
Non-controlling interests |
29,798
|
50,731
|
33,170
|
Total comprehensive income |
$ 47,408
|
$ 81,085
|
$ 55,118
|
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Consolidated Statements of Changes in Equity - USD ($) $ in Thousands |
Share Capital |
Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive income (loss) |
Treasury shares (cost) |
Non-controlling interests |
Total |
Beginning balance at Dec. 31, 2015 |
$ 4,184
|
|
$ 98,946
|
$ 230,256
|
$ (3,228)
|
$ (259)
|
$ 375,380
|
$ 705,279
|
Beginning balance, Shares at Dec. 31, 2015 |
14,728,782
|
|
|
|
|
|
|
|
Net income |
|
|
|
22,445
|
|
|
33,655
|
56,100
|
Foreign currency translation reserve |
|
|
|
|
828
|
|
840
|
1,668
|
Actuarial gain loss from defined benefit plans |
|
|
|
(1,348)
|
|
|
(1,348)
|
(2,696)
|
Unrealized gain loss on debt instruments at fair value through other comprehensive income, net |
|
|
|
|
15
|
|
15
|
30
|
Realized gain loss on debt instruments at fair value through other comprehensive income, net |
|
|
|
|
8
|
|
8
|
16
|
Total other comprehensive income (loss) |
|
|
|
(1,348)
|
851
|
|
(485)
|
(982)
|
Total comprehensive income (loss) |
|
|
|
21,097
|
851
|
|
33,170
|
55,118
|
Cost of share-based payment (Note 17) |
|
|
772
|
|
|
|
3,622
|
4,394
|
Dividend to Formula's shareholders |
|
|
|
(17,085)
|
|
|
|
(17,085)
|
Dividend to non-controlling interests in subsidiaries |
|
|
|
|
|
|
(22,229)
|
(22,229)
|
Transactions with non-controlling interests due to holding changes, including exercise of employees stock options |
|
|
1,200
|
|
|
|
(559)
|
641
|
Acquisition of non-controlling interests |
|
|
(740)
|
|
|
|
(1,809)
|
(2,549)
|
Settlement of put options over non-controlling interests |
|
|
393
|
|
|
|
(26,352)
|
(25,959)
|
Non-controlling interests arising from initially consolidated companies |
|
|
|
|
|
|
26,232
|
26,232
|
Ending balance at Dec. 31, 2016 |
$ 4,184
|
|
100,571
|
234,268
|
(2,377)
|
(259)
|
387,455
|
723,842
|
Ending balance, Shares at Dec. 31, 2016 |
14,728,782
|
|
|
|
|
|
|
|
Net income |
|
|
|
10,352
|
|
|
29,088
|
39,440
|
Foreign currency translation reserve |
|
|
|
|
20,325
|
|
22,064
|
42,389
|
Actuarial gain loss from defined benefit plans |
|
|
|
(453)
|
|
|
(445)
|
(898)
|
Unrealized gain loss on debt instruments at fair value through other comprehensive income, net |
|
|
|
|
70
|
|
74
|
144
|
Realized gain loss on debt instruments at fair value through other comprehensive income, net |
|
|
|
|
(44)
|
|
(50)
|
(94)
|
Share in other comprehensive income of joint venture |
|
|
|
|
104
|
|
|
104
|
Total other comprehensive income (loss) |
|
|
|
(453)
|
20,455
|
|
21,643
|
41,645
|
Total comprehensive income (loss) |
|
|
|
9,899
|
20,455
|
|
50,731
|
81,085
|
Issuance of restricted shares to employees |
$ 3
|
|
(3)
|
|
|
|
|
|
Issuance of restricted shares to employees, shares |
10,000
|
|
|
|
|
|
|
|
Cost of share-based payment (Note 17) |
|
|
1,058
|
|
|
|
2,976
|
4,034
|
Dividend to Formula's shareholders |
|
|
|
(5,011)
|
|
|
|
(5,011)
|
Dividend to non-controlling interests in subsidiaries |
|
|
|
|
|
|
(27,645)
|
(27,645)
|
Transactions with non-controlling interests due to holding changes, including exercise of employees stock options |
|
|
(1,306)
|
|
|
|
4,553
|
3,247
|
Acquisition of non-controlling interests |
|
|
3
|
|
|
|
3
|
6
|
Non-controlling interests due to expiration of put options |
|
|
|
|
|
|
2,440
|
2,440
|
Settlement of put options over non-controlling interests |
|
|
(2,283)
|
|
|
|
(6,821)
|
(9,104)
|
Non-controlling interests arising from initially consolidated companies |
|
|
|
|
|
|
28
|
28
|
Ending balance at Dec. 31, 2017 |
$ 4,187
|
|
98,040
|
239,156
|
18,078
|
(259)
|
413,720
|
$ 772,922
|
Ending balance, Shares at Dec. 31, 2017 |
14,738,782
|
|
|
|
|
|
|
14,738,782
|
Impact of the adoption of IFRS 15 |
|
|
|
874
|
|
|
941
|
$ 1,815
|
Balance as of January 1, 2018 (Including the impact of the adoption of IFRS 15) |
$ 4,187
|
|
98,040
|
240,030
|
18,078
|
(259)
|
414,661
|
774,737
|
Balance as of January 1, 2018 (Including the impact of the adoption of IFRS 15), Shares |
14,738,782
|
|
|
|
|
|
|
|
Net income |
|
|
|
32,365
|
|
|
45,030
|
77,395
|
Foreign currency translation reserve |
|
|
|
|
(14,983)
|
|
(15,412)
|
(30,395)
|
Actuarial gain loss from defined benefit plans |
|
|
|
189
|
|
|
198
|
387
|
Unrealized gain loss on debt instruments at fair value through other comprehensive income, net |
|
|
|
|
(19)
|
|
(18)
|
(37)
|
Share in other comprehensive income of joint venture |
|
|
|
|
58
|
|
|
58
|
Total other comprehensive income (loss) |
|
|
|
189
|
(14,944)
|
|
(15,232)
|
(29,987)
|
Total comprehensive income (loss) |
|
|
|
32,554
|
(14,944)
|
|
29,798
|
47,408
|
Issuance of restricted shares to employees |
$ 3
|
|
(3)
|
|
|
|
|
|
Issuance of restricted shares to employees, shares |
10,000
|
|
|
|
|
|
|
|
Issuance of shares upon conversion of convertible debentures |
|
[1] |
64
|
|
|
|
|
64
|
Issuance of shares upon conversion of convertible debentures, shares |
1,556
|
|
|
|
|
|
|
|
Cost of share-based payment (Note 17) |
|
|
234
|
|
|
|
3,747
|
3,981
|
Dividend to Formula's shareholders |
|
|
|
(10,027)
|
|
|
|
(10,027)
|
Dividend to non-controlling interests in subsidiaries |
|
|
|
|
|
|
(31,316)
|
(31,316)
|
Dilution in Formula's share in Magic due to issuance of Magic's ordinary shares |
|
|
2,682
|
|
|
|
22,722
|
25,404
|
Transactions with non-controlling interests due to holding changes, including exercise of employees stock options |
|
|
(526)
|
|
|
|
1,731
|
1,205
|
Acquisition of non-controlling interests |
|
|
(590)
|
|
|
|
(1,325)
|
(1,915)
|
Non-controlling interests due to expiration of put options |
|
|
498
|
|
|
|
855
|
1,353
|
Settlement of put options over non-controlling interests |
|
|
(2,391)
|
|
|
|
(3,933)
|
(6,324)
|
Non-controlling interests arising from initially consolidated companies |
|
|
|
|
|
|
827
|
827
|
Ending balance at Dec. 31, 2018 |
$ 4,190
|
|
$ 98,008
|
$ 262,557
|
$ 3,134
|
$ (259)
|
$ 437,767
|
$ 805,397
|
Ending balance, Shares at Dec. 31, 2018 |
14,750,338
|
|
|
|
|
|
|
14,750,338
|
|
|
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Consolidated Statements of Other Comprehensive Income - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Statement Of Others Comprehensive Income [Abstract] |
|
|
|
Reserve from debt instruments at fair value through other comprehensive income |
$ 358
|
$ 377
|
$ 351
|
Foreign currency translation reserve |
4,829
|
19,812
|
(513)
|
Reserve from derivatives |
4
|
4
|
4
|
Share in other comprehensive loss of companies accounted for at equity, net |
(2,057)
|
(2,115)
|
(2,219)
|
Accumulated other comprehensive income (loss) |
$ 3,134
|
$ 18,078
|
$ (2,377)
|
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Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Cash flows from operating activities: |
|
|
|
Net income |
$ 77,395
|
$ 39,440
|
$ 56,100
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
Share of profits of companies accounted for at equity, net |
(369)
|
(1,124)
|
(349)
|
Depreciation and amortization |
48,734
|
43,646
|
32,370
|
Changes in value of debentures, net |
(3,025)
|
5,277
|
1,371
|
Increase (decrease) in employee benefit liabilities |
565
|
752
|
(1,656)
|
Loss (gain) from sale of property, plants and equipment |
1
|
26
|
(3,147)
|
Stock-based compensation expenses |
3,981
|
4,552
|
4,394
|
Changes in value of short-term and long term loans from banks and others and deposits, net |
(2,296)
|
6,731
|
500
|
Changes in deferred taxes, net |
(5,743)
|
(12,819)
|
211
|
Change in liability in respect of business combinations |
666
|
1,531
|
2,023
|
Loss (gain) from sale and increase in value of marketable securities classified as trading |
(53)
|
149
|
(136)
|
Amortization of premium and accrued interest on debt instruments at fair value through other comprehensive income |
189
|
716
|
(260)
|
Realized loss (gain) from sale of debt instruments at fair value through other comprehensive income |
|
(94)
|
16
|
Change in non-controlling interests' put option |
|
|
1,779
|
Change in value of dividend preference derivative in TSG |
(333)
|
(260)
|
|
Working capital adjustments: |
|
|
|
Decrease (increase) in inventories |
(1,024)
|
1,037
|
923
|
Increase in trade receivables |
(66,069)
|
(38,223)
|
(30,086)
|
Decrease (increase) in other current and long-term accounts receivable |
(5,768)
|
755
|
(513)
|
Increase in trade payables |
19,955
|
6,086
|
5,423
|
Increase in other accounts payable and employees and payroll accrual |
12,781
|
7,199
|
8,673
|
Increase (decrease) in deferred revenues |
3,008
|
15,718
|
(2,681)
|
Net cash provided by operating activities |
82,595
|
81,095
|
74,955
|
Cash flows from investing activities: |
|
|
|
Payments for business acquisitions, net of cash acquired (Appendix C) |
(49,069)
|
(119,103)
|
(44,832)
|
Cash paid in conjunction with deferred payments and contingent liabilities related to business combinations |
(8,288)
|
(8,817)
|
(2,944)
|
Purchase of intangible assets |
(180)
|
|
(391)
|
Purchase of property and equipment |
(11,625)
|
(9,573)
|
(9,137)
|
Proceeds from maturity and sale net of investment in debt instruments at fair value through other comprehensive income or loss, net |
4,000
|
40,622
|
8,450
|
Proceeds from sale of property, plants and equipment |
440
|
|
2,347
|
Investment in and loans to affiliates and other companies |
26
|
(25)
|
(25,813)
|
Change in restricted cash in other accounts receivable |
362
|
|
(544)
|
Change in short-term and long-term deposits, net |
(17,292)
|
(888)
|
2,665
|
Capitalization of software development and other costs |
(8,826)
|
(9,338)
|
(9,769)
|
Net cash used in investing activities |
(90,452)
|
(107,122)
|
(79,968)
|
Cash flows from financing activities: |
|
|
|
Exercise of employees stock options in subsidiaries |
1,206
|
3,240
|
931
|
Issuance of Magic's ordinary shares, net |
25,404
|
|
|
Dividend paid to non-controlling interests |
(34,103)
|
(31,231)
|
(24,131)
|
Dividend to Formula's shareholders |
(5,012)
|
(12,081)
|
(10,014)
|
Short-term bank credit, net |
(20,741)
|
(21,176)
|
20,720
|
Repayment of long-term loans from banks and others |
(42,884)
|
(46,065)
|
(37,415)
|
Receipt of long term loans |
83,478
|
52,734
|
49,582
|
Proceeds from issuance of debentures, net |
45,356
|
78,229
|
|
Repayment of long-term liabilities to office of the chief scientist |
(220)
|
(502)
|
(510)
|
Repayment of debentures |
(9,383)
|
(3,656)
|
|
Purchase of non-controlling interests |
(1,992)
|
|
(3,166)
|
Repayment of capital lease |
|
(480)
|
(443)
|
Cash paid due to exercise of put option by non-controlling interests |
(142)
|
|
|
Distribution to ultimate parent for a business acquisition under common control |
|
|
(1,440)
|
Net cash provided by (used in) financing activities |
40,967
|
19,012
|
(5,886)
|
Effect of exchange rate changes on cash and cash equivalents |
(10,565)
|
12,912
|
(81)
|
Increase (decrease) in cash and cash equivalents |
22,545
|
5,897
|
(10,980)
|
Cash and cash equivalents at beginning of year |
245,947
|
238,161
|
249,141
|
Cash and cash equivalents at end of year |
268,492
|
245,947
|
238,161
|
Cash paid (received) in respect of: |
|
|
|
Interest paid |
9,061
|
6,448
|
6,770
|
Interest received |
(680)
|
(145)
|
(2,334)
|
Taxes paid (received), net |
23,295
|
19,680
|
19,176
|
Non-cash activities: |
|
|
|
Dividend payable to Formula's shareholders |
5,015
|
|
7,070
|
Purchase of property and equipment |
76
|
|
2,260
|
Deferred payment related to business combinations |
200
|
962
|
|
Dividend payable to non-controlling interests |
|
692
|
|
Disposal of property |
155
|
|
|
Issuance of Formula's ordinary shares as a result of conversion of debentures |
$ 64
|
|
|
X |
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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Assets and liabilities of subsidiaries consolidated as of acquisition date: |
|
|
|
Working capital (other than cash and cash equivalents) |
$ 2,889
|
$ 9,631
|
$ (2,938)
|
Property and equipment |
(547)
|
(1,332)
|
(3,494)
|
Goodwill and intangible assets |
(63,819)
|
(148,085)
|
(92,878)
|
Other long-term assets |
(103)
|
(125)
|
|
Liabilities to banks and others |
38
|
281
|
3,391
|
Long-term liabilities |
421
|
|
|
Deferred tax liability, net |
5,590
|
17,911
|
10,130
|
Liability to formerly shareholders |
2,053
|
|
|
Deferred payments and contingent consideration |
3,582
|
2,616
|
11,997
|
Non-controlling interests at acquisition date |
827
|
|
28,960
|
Total |
$ (49,069)
|
$ (119,103)
|
$ (44,832)
|
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- DefinitionAssets and liabilities of subsidiaries consolidated as of acquisition date.
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General
|
12 Months Ended |
Dec. 31, 2018 |
General [Abstract] |
|
GENERAL |
NOTE
1:- GENERAL
Formula
Systems (1985) Ltd. (“Formula” or the “Company”) was incorporated in Israel and began its business operations
in 1985. Since 1991, Formula’s ordinary shares, par value NIS 1.0 per share, have been traded on the Tel-Aviv Stock Exchange
(“TASE”), and, in 1997, began trading through American Depositary Shares (“ADSs”) under the symbol “FORTY”
on the NASDAQ Global Market in the United States until January 3, 2011, at which date the listing of Formula’s ADSs was
transferred to the NASDAQ Global Select Market (“NASDAQ”). Each ADS represents one ordinary share of Formula. The
Company is considered an Israeli resident. The controlling shareholder of the Company is Asseco Poland S.A. (“Asseco”),
a Polish public company, traded on the Warsaw Stock Exchange.
| b. | Formula,
through its investees (collectively, the “Group”) is engaged in providing
software services, proprietary and non-proprietary software solutions, software product
marketing and support, computer infrastructure and integration solutions and training
and integration. The Group operates through five directly held subsidiaries; Matrix IT
Ltd. (“Matrix”); Magic Software Enterprises Ltd. (“Magic”), Sapiens
International Corporation N.V (“Sapiens”), Insync Staffing Solutions, Inc.
(“Insync”) and Michpal Micro Computers (1983) Ltd. (“Michpal”),
and one jointly controlled entity: TSG IT Advanced Systems Ltd. (“TSG”). |
| c. | The
following table presents the ownership of Formula’s directly held investees as
of the dates indicated (the list consists only of active companies): |
| |
Percentage of ownership | |
| |
December 31, | |
| |
2018 | | |
2017 | |
Name of Investee | |
| | |
| |
| |
| | |
| |
Matrix | |
| 49.21 | | |
| 49.50 | |
Magic | |
| 45.21 | | |
| 47.12 | |
Sapiens | |
| 48.08 | | |
| 48.14 | |
Insync | |
| 90.09 | | |
| 90.09 | |
Michpal(1) | |
| 100 | | |
| 100 | |
TSG(2) | |
| 50.00 | | |
| 50.00 | |
| 1) | Michpal’s
results of operations are consolidated in the Company’s results of operations commencing
January 1, 2017. |
| 2) | TSG’s
results of operations are reflected in the Company’s results of operations using
the equity method of accounting commencing May 9, 2016. |
In
these financial statements:
The
Company |
- |
Formula
Systems (1985) Ltd. |
|
|
|
The
Group |
- |
Formula
Systems (1985) Ltd. and its investees. |
|
|
|
Subsidiaries |
- |
Companies
that are controlled by the Company (as defined in IFRS 10) and whose accounts are consolidated with those of the Company. |
|
|
|
Jointly
controlled entities |
- |
Companies
owned by various entities that have a contractual arrangement for joint control and are accounted for using the equity method
of accounting. |
|
|
|
Associates |
- |
Companies
over which the Company has significant influence and that are not subsidiaries. The Company’s investment therein is
included in the financial statements using the equity method of accounting. |
|
|
|
Investees |
- |
Subsidiaries,
jointly controlled entities and associates. |
|
|
|
Interested
parties and controlling shareholder |
- |
As
defined in the Israeli Securities Regulations (Annual Financial Statements), 2010. |
|
|
|
Related
parties |
- |
As
defined in IAS 24. |
|
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Significant Accounting Policies
|
12 Months Ended |
Dec. 31, 2018 |
Significant Accounting Policies [Abstract] |
|
SIGNIFICANT ACCOUNTING POLICIES |
NOTE
2:- SIGNIFICANT ACCOUNTING POLICIES
The
following accounting policies have been applied consistently in the financial statements for all periods presented, unless otherwise
stated.
| 1) | Basis
of presentation of the financial statements |
These
financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board (“IFRS”).
The
financial statements for the year ended December 31, 2016 were the Group’s first consolidated financial statements prepared
in accordance with IFRS. The date of transition to IFRS was January 1, 2015. For all periods up to and including the year ended
December 31, 2015, the Group prepared its financial statements in accordance with United States generally accepted accounting
principles (“U.S. GAAP”). Accordingly, the Group’s first consolidated financial statements that comply with
IFRS are applicable as of December 31, 2016, together with the comparative period data for the year ended December 31, 2015.
The
Company’s financial statements have been prepared on a cost basis, except for certain assets and liabilities such as: financial
assets measured at fair value through other comprehensive income; contingent liabilities related to business combination and other
financial assets and liabilities (including derivatives) which are presented at fair value through profit or loss.
The
Company has elected to present the profit or loss items using the function of expense method.
| 2) | Use
of judgments, estimates and assumptions: |
The
preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that have
an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses
in the financial statements. The Company’s management believes that the estimates and assumptions used are reasonable based
upon information available at the time they are made. These estimates and underlying assumptions are reviewed regularly. Actual
results could differ from those estimates. Changes in accounting estimates are reported in the period of the change in estimate.
The judgments,
estimates and assumptions which have the most significant effect on the amounts recognized in the financial statements are employed
in determining values of goodwill and identifiable intangible assets and their subsequent impairment analysis, revenue recognition,
timing of commitment to execution of transactions, tax assets and tax positions, legal contingencies, research and development
capitalization, classification of leases, contingent consideration related to acquisitions, determining the fair value of put options
of non-controlling interests, pension and other post-employment benefits and share-based compensation costs. These judgements,
estimates and assumptions also impact the Company’s assessment as to whether it has effective control over companies in which
it holds less than the majority of the voting rights.
| 3) | Consolidated
financial statements: |
The
consolidated financial statements comprise the financial statements of companies that are controlled by the Company (subsidiaries).
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing
whether an entity has control. The consolidation of the financial statements commences on the date on which control is obtained
and ends when such control ceases.
Effective
control:
In a situation
where the Company holds less than a majority of voting power in a given entity, but that power is sufficient to enable the Company
to unilaterally direct the relevant activities of such entity, then the control is exercised. When assessing whether voting rights
held by the Company are sufficient to give it power, the Company considers all facts and circumstances, including: the amount of
those voting rights relative to the amount and dispersion of other vote holders; potential voting rights held by the Company and
other shareholders or parties; rights arising from other contractual arrangements; significant personal ties; and any additional
facts and circumstances that may indicate that the Company has, or does not have the ability to direct the relevant activities
when decisions need to be made, inclusive of voting patterns observed at previous meetings of shareholders.
The
Company’s management has concluded that despite the lack of absolute majority of voting power at the general meetings
of shareholders of Matrix, Sapiens and Magic, in accordance with IFRS 10, these investees are controlled by the Company. The
conclusion regarding the existence of control during the years ended December 31, 2016, 2017 and 2018 with respect to Matrix,
Sapiens and Magic, in accordance with IFRS 10, was made in accordance with the following factors:
Sapiens:
| i) | Governing
bodies of Sapiens: |
Decisions
of Sapiens’ shareholders general meeting are taken by a simple majority of votes represented at the general meeting. The
annual (ordinary) general meeting adopts resolutions to appoint individual directors, choose Sapiens’ independent auditors
for the next year, as well as approve the company’s financial statements and the management’s report on operations.
In
accordance with Sapiens’ articles of association, the board of directors of Sapiens is responsible for managing its current
business operations and is authorized to take substantially all decisions which are not specifically reserved to Sapiens’
shareholders by its articles of association, including the decision to pay out dividends. Sapiens’ board of directors is
composed of 6 members, 4 of whom are independent directors. For the last 8 years, the Company has consistently reappointed the
same members of the board of directors. Likewise, the previous composition of the board of directors was re-elected during the
general meeting that was held in December 2018.
| ii) | Shareholders
structure of Sapiens: |
Sapiens’
shareholders structure is dispersed because, apart from the Company, just two financial institution held more than 5% of the
voting rights at the general meeting (representing 5.1%, and 6.5%, of the votes, respectively). There is no evidence that any shareholders have or had granted to any other shareholder
a voting proxy at the general meeting. Over the last five years from 2014 to 2018, Sapiens’ general meetings were
attended by shareholders representing in total between 70% and 80% of the total voting power (including the Company’s
share power and bearing in mind that the Company presently holds approximately 48.08% of total voting rights). This means
that the level of activity of Sapiens’ other shareholders is relatively moderate or low. As of December 31, 2018, the
attendance from shareholders would have to be higher than 96.2% in order to deprive the Company of an absolute majority of
votes at the general meeting.
In accordance with voting patterns
at Sapiens’ shareholders’ meetings in recent years, it is the Company’s management’s belief that achieving such
a high attendance seems unlikely.
Magic:
| i) | Governing
bodies of Magic: |
Decisions of Magic’s shareholders’
general meeting are taken by a simple majority of votes represented at the general meeting. The annual (ordinary) general meeting
adopts resolutions to elect individual directors, appoint Magic’s independent auditors for the next year, as well as to approve
Magic’s financial statements and the management’s report on operations.
In
accordance with the Magic’s articles of association, the board of directors of Magic is responsible for managing Magic’s
current business operations and is authorized to take substantially all decisions which are not specifically reserved to Magic
shareholders by its articles of association, including the decision to pay out dividends. Magic’s board of directors is
composed of 5 members, 3 of whom are independent directors. In recent years, the Company has consistently reappointed mostly the
same members of the board of directors. The only exception was the appointment of Mr. Avi Zakaya, who has replaced Mr. Yechezkel
Zeira after nine years of service.
| ii) | Shareholders
structure of Magic: |
Magic’s shareholders’
structure is dispersed because, apart from the Company, as of December 31, 2018, there were just four financial institutions holding
more than 5% of Magic’s voting power (representing 7.4%, 6.0%, 5.9% and 5.6% of the votes, respectively). There is no evidence
that any of the shareholders have or had granted to any other shareholder a voting proxy at the general meeting. Over the last
five years from 2014 to 2018, Magic’s general meetings were attended by shareholders representing not more than 70% of total
voting rights (including the Company’s share power and bearing in mind that the Company presently holds approximately 45.21%
of total voting power). This means that the level of activity of Magic’s other shareholders is relatively moderate or low.
As of December 31, 2018, the attendance by shareholders would have to be higher than 90.4% in order to deprive the Company of an
absolute majority of votes at the general meeting. In accordance with voting patterns at Magic’s shareholders’ meetings in
recent years, it is the Company’s management belief that achieving such a high attendance seems unlikely.
Matrix:
| i) | Governing
bodies of Matrix: |
Decisions of Matrix’s
shareholders general meeting are taken by a simple majority of votes represented at the general meeting. The annual (ordinary)
general meeting adopts resolutions to elect individual directors, appoint Matrix’s independent auditors for the next year,
as well as approve the company’s financial statements and management’s report on operations. In accordance with Matrix’s
articles of association, the board of directors of Matrix is responsible for managing its current business operations and is authorized
to take substantially all decisions which are not specifically reserved to Matrix’s shareholders by its articles of association,
including the decision to pay out dividends. Matrix’s board of directors is composed of 5 members, 3 of whom are independent
directors. For the last 5 years (i.e., 2014-2018), the Company has consistently reappointed mostly the same members of the board
of directors. The only exceptions were the appointment of Ms. Yafit Keret, who has replaced Ms. Michal Leshem after nine years
of service as an external director in accordance with the Companies Law, 5759-1999 and the retirement of Mr. Pinchas Grinfeld.
| ii) | Shareholders’
structure of Matrix: |
Matrix’s
shareholders structure is dispersed because, apart from the Company, as of December 31, 2018 there was just one financial institution
holding more than 5% of Matrix’s voting power (9.0% of the votes). There is no evidence that any of the shareholders have
or had granted to any other shareholder a voting proxy at the general meeting. Over the last five years from 2014 to 2018, Matrix’s
general meetings were attended by shareholders representing not more than between 75% and 82% of total voting rights (including
the Company’s share power and bearing in mind that the Company presently holds approximately 49.21% of total voting power).
This means that the level of activity of Matrix’s other shareholders is relatively moderate or low. As of December 31, 2018,
the attendance by shareholders would have to be higher than 98.4% in order to deprive the Company of an absolute majority of votes
at the general meeting. In accordance with voting patterns at Matrix’s shareholders’ meetings in recent years, it is the
Company’s management’s belief that achieving such a high attendance seems unlikely.
The
financial statements of the Company and of the investees, after being adjusted to comply with IFRS, are prepared for the same
reporting period and using consistent accounting treatment of similar transactions and economic activities. Any discrepancies
in the applied accounting policies are eliminated by making appropriate adjustments. Significant intragroup balances and transactions
and gains or losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements.
Non-controlling
interests in subsidiaries represent the equity in subsidiaries not attributable, directly or indirectly, to a parent. Non-controlling
interests are presented in equity separately from the equity attributable to the equity holders of the Company. Profit or loss
and components of other comprehensive income are attributed to the Company and to non-controlling interests. Losses are attributed
to non-controlling interests even if they result in a negative balance of non-controlling interests in the consolidated statement
of financial position.
Changes
in the share interest in a subsidiary that do not result in a loss of control are recognized as a change in equity, by adjusting
the balance of the non-controlling interests against the equity attributable to the equity holders of the Company, and net of
the consideration paid or received.
| 4) | Business
combinations and goodwill: |
Business
combinations are accounted for by applying the acquisition method. The cost of the acquisition is measured at the fair value of
the consideration transferred on the acquisition date with the addition of non-controlling interests in the acquiree. In each
business combination, the Company determines whether to measure the non-controlling interests in the acquiree based on their fair
value on the acquisition date or at their proportionate share in the fair value of the acquiree’s net identifiable assets.
Direct
acquisition costs are carried to the statement of profit or loss as incurred.
In
a business combination achieved in stages, equity interests in the acquiree that had been held by the acquirer prior to obtaining
control are measured at the acquisition date fair value while recognizing a gain or loss resulting from the revaluation of the
prior investment on the date of achieving control.
Contingent
consideration is recognized at fair value on the acquisition date and classified as a financial asset or liability in accordance
with IFRS 9, “Financial Instruments”. Subsequent changes in the fair value of the contingent consideration are recognized
in profit or loss. If the contingent consideration is classified as an equity instrument, it is measured at fair value on the
acquisition date without subsequent remeasurement.
Goodwill
is initially measured at cost which represents the excess of the acquisition consideration and the amount of non-controlling interests
over the net identifiable assets acquired and liabilities assumed. If the resulting amount is negative, the acquirer recognizes
the resulting gain on the acquisition date without subsequent measurement.
| 5) | Investment
in joint arrangements: |
Joint
arrangements are arrangements in which the Company has joint control. Joint control is the contractually agreed sharing of control
of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties
sharing control.
In
joint ventures the parties that have joint control of the arrangement have rights to the net assets of the arrangement. A joint
venture is accounted for by using the equity method.
In
joint operations the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities
relating to the arrangement. The Company recognizes in relation to its interest its share of the assets, liabilities, revenues
and expenses of the joint operation.
| 6) | Investments
in associates: |
Associates
are companies in which the Group has significant influence over the financial and operating policies without having control. The
investment in an associate is accounted for using the equity method.
| 7) | Investments
accounted for using the equity method: |
The
Group’s investments in associates and joint ventures are accounted for using the equity method. Under the equity method,
the investment in the associate or in the joint venture is presented at cost with the addition of post-acquisition changes in
the Group’s share of net assets, including other comprehensive income of the associate or the joint venture. Gains and losses
resulting from transactions between the Group and the associate or the joint venture are eliminated to the extent of the interest
in the associate or in the joint venture.
Goodwill
relating to the acquisition of an associate or a joint venture is presented as part of the investment in the associate or the
joint venture, measured at cost and not systematically amortized. Goodwill is evaluated for impairment as part of the investment
in the associate or in the joint venture as a whole.
The
financial statements of the Company and of the associate or joint venture are prepared as of the same dates and periods. The accounting
policies applied in the financial statements of the associate or the joint venture are uniform and consistent with the policies
applied in the financial statements of the Group.
Upon
the acquisition of an associate or a joint venture achieved in stages when the former investment in the acquiree was accounted
for pursuant to the provisions of IFRS 9, the Group adopts the principles of IFRS 3 regarding business combinations achieved in
stages. Consequently, equity interests in the acquiree that had been held by the Group prior to achieving significant influence
or joint control are measured at fair value on the acquisition date and are included in the acquisition consideration while recognizing
a gain or loss resulting from the fair value measurement.
The
equity method is applied until the loss of significant influence in the associate or loss of joint control in the joint venture
or classification as investment held for sale.
On
the date of loss of significant influence or joint control, the Group measures any remaining investment in the associate or the
joint venture at fair value and recognizes in profit or loss the difference between the fair value of any remaining investment
plus any proceeds from the sale of the investment in the associate or the joint venture and the carrying amount of the investment
on that date.
| 8) | Functional
currency, presentation currency and foreign currency: |
| i. | Functional
currency and presentation currency: |
The
presentation currency of the financial statements is the U.S dollars (the “dollar”). The Group determines the functional
currency of each investee, including companies accounted for at equity. The currency of the primary economic environment in which
the operations of Formula and certain of its investees are conducted is the dollar, thus, the dollar is the functional and reporting
currency of Formula and certain of its investees.
Assets,
including fair value adjustments upon acquisition, and liabilities of an investee which is a foreign operation, are translated
at the closing rate at each reporting date. Profit or loss items are translated at average exchange rates for all periods presented.
The resulting translation differences are recognized in other comprehensive income (loss).
Intragroup
loans for which settlement is neither planned nor likely to occur in the foreseeable future are, in substance, a part of the investment
in the foreign operation and, accordingly, the exchange rate differences from these loans (net of the tax effect) are recorded
in other comprehensive income (loss).
Upon
the full or partial disposal of a foreign operation resulting in loss of control in the foreign operation, the cumulative gain
(loss) from the foreign operation which had been recognized in other comprehensive income is transferred to profit or loss. Upon
the partial disposal of a foreign operation which results in the retention of control in the subsidiary, the relative portion
of the amount recognized in other comprehensive income is reattributed to non-controlling interests.
| ii. | Transactions,
assets and liabilities in foreign currency: |
Transactions
denominated in foreign currency are recorded upon initial recognition at the exchange rate at the date of the transaction. After
initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each reporting date into
the functional currency at the exchange rate at that date. Exchange rate differences, other than those capitalized to qualifying
assets or accounted for as hedging transactions in equity, are recognized in profit or loss. Non-monetary assets and liabilities
denominated in foreign currency and measured at cost are translated at the exchange rate at the date of the transaction. Non-monetary
assets and liabilities denominated in foreign currency and measured at fair value are translated into the functional currency
using the exchange rate prevailing at the date when the fair value was determined.
Cash
equivalents are considered highly liquid investments, including unrestricted short-term bank deposits with an original maturity
of three months or less from the date of investment or with a maturity of more than three months, but which are redeemable on
demand without penalty and which form part of the Group’s cash management. Cash and cash equivalent includes amounts held
primarily in New-Israeli Shekel, dollars, Euro, Japanese Yen, Indian Rupee and British Pound.
| 10) | Short-term
and restricted deposits: |
Short-term
bank deposits are deposits with an original maturity of more than three months from the date of investment and which do not meet
the definition of cash equivalents. The deposits are presented according to their terms of deposit. Restricted deposits include
deposits used to secure certain subsidiaries’ ongoing projects and credit lines from banks, as well as security deposits
with respect to leases, and are classified under other short-term and long-term receivables.
| 11) | Allowance
for doubtful accounts (applied until December 31, 2017 is as follows): |
The
allowance for doubtful accounts is determined in respect of specific trade receivables whose collection, in the opinion of the
Group’s management, is doubtful. The Group did not recognize an allowance in respect of groups of trade receivables that
are collectively assessed for impairment due to immateriality. Impaired receivables are derecognized when they are assessed as
uncollectible.
The bad debt
expense, net for the years ended December 31, 2016 and 2017 was $652 and $1,373, respectively. Bad debt expense, net for the year
ended December 31, 2018 was $1,723 under the new guidance (see Note 22).
Inventories
are measured at the lower of cost and net realizable value. The cost of inventories comprises costs of purchase and costs incurred
in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the
ordinary course of business less estimated costs of completion and estimated costs necessary to make the sale. Inventories are
mainly comprised of purchased merchandise and products which consist of educational software kits, computers, peripheral equipment
and spare parts. Cost is determined on the “first in - first out” basis.
The
Group periodically evaluates the condition and aging of its inventories and makes provisions for impairment of slow moving inventories
accordingly. No such impairments have been recognized in any period presented.
IFRS
15, “Revenue from Contracts with Customers” (the “Standard”), issued by the IASB in May 2014, supersedes
IAS 11 ‘Construction Contracts’, IAS 18 ‘Revenue from contracts with customers’ and related Interpretations
and applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards.
The
accounting policy for revenue recognition applied until December 31, 2017, is as follows:
Revenues
are recognized in profit or loss when the revenues can be measured reliably, it is probable that the economic benefits associated
with the transaction will flow to the Group and the costs incurred or to be incurred in respect of the transaction can be measured
reliably. Revenues are measured at the fair value of the consideration less any trade discounts, volume rebates and returns.
The
following are the specific revenue recognition criteria which must be met before revenue is recognized by the Company and its
subsidiaries:
| i. | Revenues
from software solutions and services: |
| a) | Revenues
from contracts based on actual inputs. Revenues from master agreements based on actual
inputs are recognized based on actual labor hours. |
| b) | Outsourcing
- These agreements are similar in nature to agreements that are based on actual labor
hours. The Group allocates employees to projects that are generally managed by the customers
at their charge based on the pricing of labor hours. Revenues are recognized based on
actual labor hours. |
| ii. | Revenues
from sales, distribution and support of software products: |
The
Group recognizes revenues from the sale of software (i) only after the significant risks and rewards of ownership of the software
have been transferred to the buyer for which a necessary condition is delivery of the software, either physically or electronically,
or providing the right to use or permission to make copies of the software, (ii) the Group does not retain any continuing management
involvement that is associated with ownership and does not retain the effective control of the sold software, (iii) the amount
of revenues can be measured reliably, (iv) it is probable that the economic benefits associated with the transaction will flow
to the Group and (v) the costs incurred or to be incurred in respect of the transaction can be measured reliably. The Group reports
income on a gross basis since it acts as a principal and bears the risks and rewards derived from the transaction.
Revenue
from third-party sales is recorded at a gross or net amount according to certain indicators. The application of these indicators
for gross and net reporting of revenue depends on the relative facts and circumstances of each sale and requires significant judgment.
Revenues
from sale agreements that do not provide a general right of return and consist of multiple elements such as hardware,
service and support agreements are split into different accounting units which are separately recognized. An element only
represents a separate accounting unit if and only if it has stand-alone value for the customer. Moreover, there should be
reliable and objective evidence of the fair value of all the elements in the agreement or of the fair value of undelivered
elements. Revenues from the various accounting units are recognized when the revenue recognition criteria are met with
respect to all the elements of the accounting unit based on their specific type and only up to the amount of the
consideration that is not contingent on completion or performance of the other elements in the contract.
Maintenance
and support includes annual maintenance contracts providing for unspecified upgrades for new versions and enhancements on a when-and-if-available
basis for an annual fee. The right for unspecified upgrades for new versions and enhancements on a when-and-if-available basis
does not specify the features, functionality and release date of future product enhancements for the customer to know what will
be made available and the general timeframe in which it will be delivered. Revenues from maintenance services are recognized on
a straight-line basis at the relative portion of the maintenance contract that is determined for each reporting year. Revenues
that have been received before the respective service has been provided are carried to deferred income. Maintenance and support
revenue included in multiple element arrangements is deferred and recognized on a straight-line basis over the term of the maintenance
and support agreement.
| iii. | Revenues
from training and implementation services: |
Revenues from
trainings and implementations are recognized when providing the service.
Revenues from training services in respect of courses conducted over a period of up to 3 months will be recognized over the period
of the course. Revenues from training services in respect of courses
ordered in advance and long-term or short term (for a period of up to a year) retraining courses will be recognized over the period
of the course. Revenues from projects which are usually ordered
by organizations will be recognized under the actual inputs by using the basis of hours actually invested in the project.
| iv. | Revenues
from hardware products and infrastructure solutions: |
Revenues
from hardware products and infrastructure solutions are recognized after all the significant risks and rewards of ownership of
the products have been transferred to the buyer. The Group does not retain any continuing management involvement that is associated
with ownership and does not retain the effective control of the sold products, the amount of revenues can be measured reliably,
it is probable that the economic benefits associated with the transaction will flow to the Group and the costs incurred or to
be incurred in respect of the transaction can be measured reliably.
The
accounting policy for revenue recognition applied commencing from January 1, 2018, is as follows:
As
described in Note 2 (30)(A) regarding the initial adoption of IFRS 15, the Group elected to adopt the provisions of the Standard
using the modified retrospective method with the application of certain practical expedients and without restatement of comparative
data.
The
new standard establishes a five-step model to account for revenue arising from contracts with customers and requires entities
to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model
to contracts with their customers:
Step
1: Identify the contract with a customer, including reference to contract combination and accounting for contract modifications.
Step
2: Identify the separate performance obligations in the contract.
Step
3: Determine the transaction price, including reference to variable consideration, significant financing components, non-cash
consideration and any consideration payable to the customer.
Step
4: Allocate the transaction price to the distinct performance obligations on a relative stand-alone selling price basis using
observable information, if it is available, or using estimates and assessments.
Step
5: Recognize revenue when a performance obligation is satisfied, either at a point in time or over time.
Under
IFRS 15, revenues are recognized when control of the promised goods or services are transferred to the customers in an amount
that reflects the consideration that the Group expects to receive in exchange for those goods or services.
The
Group enters into contracts that can include various combinations of products and software, IT services and hardware, as detailed
below, which are generally capable as being distinct from each other and accounted for as separate performance obligations.
For contracts
with customers that contain multiple performance obligations, the Group accounts for each individual performance obligation separately,
if they are distinct from each other. The transaction price is allocated to the separate performance obligations on a relative
stand-alone selling price basis.
Stand-alone
selling prices of software sales are typically estimated using the residual approach due to the lack of selling software licenses
on a stand-alone basis. Stand-alone selling prices of software services are typically determined by considering several external
and internal factors including but not limited to, observable transactions when these services are sold on a stand-alone basis.
The
following is a description of principal activities from which the Group generates its revenues:
| i. | Sale
of proprietary licenses without significant related services |
In
the event in which the sale of a proprietary license (perpetual or term-based) is distinct from other significant modification
or implementation services, and thereby it constitutes a separate performance obligation, the Group considers whether this performance
obligation in granting the license is to provide the customer with either:
| ● | a
right to access the entity’s intellectual property in the form in which it exists
throughout the licensing period; or |
| | |
| ● | a
right to use the entity’s intellectual property in the form in which it exists
at the time of granting the license |
The
vast majority of licenses sold separately by the Group (thus representing a separate performance obligation) are intended to provide
the customer with a right to use the intellectual property, which means that revenues from the sale of such licenses are recognized
at the point in time at which control of the license is transferred to the customer.
The
Group recognizes revenue from software licensing transactions over time when the Group provides the customer a right to access
the Group’s intellectual property throughout the license period.
| ii. | Sale
of proprietary licenses with significant related services |
Revenues
from contracts that include the sale of proprietary licenses with significant related services (for example, modifications, implementation
or customization to customer-specific specifications) are generally accounted by the Group as performance obligations satisfied
over time. In such contracts the Group is normally committed to provide the customer with a functional IT system and the customer
can only benefit from such functional system, being the final product that would normally be comprised of proprietary licenses
and significant related services. The Group considers that a commitment to sell a license under such performance obligation does
not satisfy the criteria of being distinct, because the transfer of the license is only part of a larger performance obligation.
The Group recognizes revenue from such contracts using cost based input methods, which recognizes revenue and gross profit as
the work is performed based on a ratio between actual costs incurred compared to the total estimated costs for the contract. This
is because, in accordance with IFRS 15, revenues may be recognized over the course of transferring control of the supplied goods
and services, as long as the entity’s performance does not create an asset with an alternative use to the entity, and the
entity has an enforceable right to payment for performance completed to date throughout the duration of the contract. Provisions
for estimated losses on uncompleted contracts are made during the period in which such losses are first determined, in the amount
of the estimated loss for the entire contract.
When
appropriate, the Group also applies a practical expedient permitted under IFRS 15 whereby if the Group has a right to consideration
from a customer in an amount that corresponds directly with the value to the customer of the Group’s performance completed
to date (for example, a service contract in which an entity bills a fixed amount for each hour of service provided), the Group
may recognize revenue in the amount it is entitled to invoice. Deferred revenues, which represent a contract liability, include
unearned amounts received under maintenance and support (mainly) and amounts received from customers for which revenues have not
yet been recognized.
| iii. | Maintenance
services and warranties |
Post-contract
support includes annual maintenance contracts providing for unspecified upgrades for new versions and enhancements on a when-and-if-available
basis for an annual fee. The right for an unspecified upgrade for new versions and enhancements on a when-and-if-available basis
do not specify the features, functionality and release date of future product enhancements for the customer to know what will
be made available and the general timeframe in which it will be delivered.
The
accounting policy regarding the recognition of post-contract support remained unchanged after the adoption of IFRS 15, as such
services, in principle, constitute a separate performance obligation where the customer consumes the benefits of goods and services
as they are delivered by the provider, as a consequence of which revenues are recognized over time during the service performance
period.
The
Group considers the post-contract support performance obligation as a distinct performance obligation that is satisfied over time,
and as such, it recognizes revenue for post-contract support on a straight-line basis over the period for which technical support
is contractually agreed to be provided for the software, typically twelve (12) months.
In
certain cases, the Group also provides a warranty for goods and services sold (i.e. extended warranties that the scope of which
is broader than just an assurance to the customer that the product/service complies with agreed-upon specifications). The Group
has ascertained that such warranties granted by the Group meet the definition of service. The conclusion regarding the extended
nature of a warranty is made whenever the Group contractually undertakes to repair any errors in the delivered software within
a strictly specified time limit and/or when such warranty is more extensive than the minimum required by law. Under IFRS 15, the
fact of granting an extended warranty indicates that the Group actually provides an additional service. As such, the Group recognizes
an extended warranty as a separate performance obligation and allocates a portion of the transaction price to such service. In
all cases where an extended warranty is accompanied by a maintenance service, which is even a broader category than an extended
warranty itself, revenues are recognized over time because the customer consumes the benefits of such service as it is performed
by the provider. If this is the case, the Group continues to allocate a portion of the transaction price to such maintenance service.
Likewise, in cases where a warranty service is provided after the project completion and is not accompanied by any maintenance
service, then a portion of the transaction price and analogically recognition of a portion of contract revenues will have to be
deferred until the warranty service is actually fulfilled.
| iv. | Sale
of third-party licenses and services |
Third-party
licenses and services includes revenues from the sale of third-party licenses as well as from the provision of services which,
due to technological or legal reasons, must be carried out by subcontractors (this applies to hardware and software maintenance
and outsourcing services provided by their manufacturers). Revenues from the sale of third-party licenses are accounted for as
sales of goods, which means that such revenues are recognized at the point in time at which control of the license is transferred
to the customer. Concurrently, revenues from third-party services, including primarily third-party maintenance services, are recognized
over time when such services are provided to the customer.
Whenever
the Group is involved in the sale of third-party licenses or services, it will consider whether the Group acts as a principal
or an agent; however, in most cases the conclusion is that the Group is the main party required to satisfy a performance obligation
and therefore the resulting revenues are recognized in the gross amount of consideration.
Sale
of hardware includes revenues from contracts with customers for the supply of infrastructure. In this category, revenues are recognized
basically at the point in time at which control of the equipment is transferred. This does not apply to contracts in which the
hardware is not delivered separately from services provided alongside, in such case the sale of hardware is part of a performance
obligation involving the supply of a comprehensive system. However, such comprehensive projects are a rare practice in the Group
as the sale of hardware is predominantly performed on a distribution basis.
| vi. | Variable
consideration |
In
accordance with IFRS 15, if a contract consideration encompasses any amount that is variable, the Group shall estimate the amount
of consideration to which it will be entitled in exchange for transferring promised goods or services to the customer, and shall
include a portion or the whole amount of variable consideration in the transaction price but only to the extent that it is highly
probable a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated
with the variable consideration is subsequently resolved.
| vii. | Significant
financing component |
When
contracts involve a significant financing component, the Group adjusts the promised amount of consideration for the effects of
the time value of money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provide
the customer with a significant benefit of financing.
The
Group has elected to apply the practical expedient allowed by IFRS 15 according to which it does not separate the financing component
in transactions whose credit terms are less than one year and will recognize revenue in the amount of the consideration stated
in the contract even if the customer pays for the goods or services subsequent to their receipt.
| viii. | Costs
of contracts with customers |
Costs
of obtaining a contract
Costs
of obtaining a contract are those incremental costs incurred by the Group in order to obtain a contract with a customer that it
would not have incurred if the contract had not been obtained. The Group recognizes such costs as an asset if it expects to recover
those costs. Such capitalized costs of obtaining a contract shall be amortized over the period when the Group satisfies the performance
obligations arising from the contract. Amortization expenses related to costs of obtaining or fulfilling a contract are included
in sales and marketing expenses in the consolidated statements of profit or loss.
Commissions
to sales and marketing and certain management personnel that are paid based on their attainment of certain predetermined sales
or profit goals, are considered by the Group as incremental costs of obtaining a contract with a customer, and are deferred and
amortized on a systematic basis, consistent with the transfer of the related performance obligations to the customer. As such,
sales commissions paid for initial contracts, which are not commensurate with additional commissions paid for renewal of such
contracts, are capitalized and amortized over the expected period of benefit (including expected renewals periods). Sales commissions
on initial contracts, which are commensurate with additional commissions paid for the renewal of such contracts, are capitalized
and then amortized correspondingly to the recognized revenue of the related initial contracts (not including expected renewals
periods). Sales commissions for renewal of such initial contracts are capitalized and then amortized on a straight line basis
over the related contractual renewal period. As a practical expedient, if the expected amortization period is one-year or less,
the commission fee is expensed as incurred.
Costs
to fulfill a contract
Costs
to fulfill a contract are the costs incurred in fulfilling a contract with a customer. The Group recognizes such costs as an asset
if they are not within the scope of another standard (for example, IAS 2 ‘Inventories’, IAS 16 ‘Property, Plant
and Equipment’ or IAS 38 ‘Intangible Assets’) and if those costs meet all of the following criteria:
| i) | the
costs relate directly to a contract or to an anticipated contract with a customer, |
| ii) | the
costs generate or enhance resources of the Group that will be used in satisfying (or
in continuing to satisfy) performance obligations in the future, and |
| iii) | the
costs are expected to be recovered. |
Government
grants are recognized when there is reasonable assurance that the grants will be received and the Group will comply with the attached
conditions. Government grants received from the Office of the Israel Innovation Authority (“IIA”), formerly the Office
of the Chief Scientist (“OCS”), are recognized upon receipt as a liability if future economic benefits are expected from
the research project that will result in royalty-bearing sales.
A
liability for the loan is first measured at fair value using a discount rate that reflects a market rate of interest. The
difference between the amount of the grant received and the fair value of the liability is accounted for as a Government
grant and recognized as a reduction of research and development expenses. After initial recognition, the liability is
measured at amortized cost using the effective interest method. Royalty
payments are treated as a reduction of the liability. If no economic benefits are expected from the research activity, the
grant receipts are recognized as a reduction of the related research and development expenses. In that event, the royalty
obligation is treated as a contingent liability in accordance with IAS 37.
In
each reporting date, the Group evaluates whether there is reasonable assurance that the liability recognized, in whole or in part,
will not be repaid (since the Group will not be required to pay royalties) based on the best estimate of future sales and using
the original effective interest method, and if so, the appropriate amount of the liability is derecognized against a corresponding
reduction in research and development expenses. Amounts paid as royalties are recognized as settlement of the liability.
The
Group accounts for outstanding principal amount of debentures as long-term liability, in accordance with IFRS 9, with current
maturities classified as short-term liabilities. The Group identifies and separates equity components contains in convertible
debentures by first determining the liability component, in accordance with IAS 32, based on the fair value of an equivalent non-convertible
liability. The conversion component valued is being determined to be the residual amount. Debt issuance costs are capitalized
and reported as deferred financing costs, which are amortized over the life of the debentures using the effective interest rate
method.
Current
or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other
comprehensive income or equity.
The
current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting
date as well as adjustments required in connection with the tax liability in respect of previous years.
Deferred
taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the amounts
attributed for tax purposes. Deferred taxes are measured at the tax rate that is expected to apply when the asset is realized
or the liability is settled, based on tax laws that have been enacted or substantively enacted by the reporting date. Deferred
tax assets are reviewed at each reporting date and reduced to the extent that it is not probable that they will be utilized. Deductible
carryforward losses and temporary differences for which deferred tax assets had not been recognized are reviewed at each reporting
date and a respective deferred tax asset is recognized to the extent that their utilization is probable.
Taxes
that would apply in the event of the disposal of investments in investees have not been taken into account in computing deferred
taxes, as long as the disposal of the investments in investees is not probable in the foreseeable future. Also, deferred taxes
that would apply in the event of distribution of earnings by investees as dividends have not been taken into account in computing
deferred taxes, since the distribution of dividends does not involve an additional tax liability or since it is the Group’s
policy not to initiate distribution of dividends from a subsidiary that would trigger an additional tax liability.
Taxes
on income that relate to distributions of an equity instrument and to transaction costs of an equity transaction are accounted
for pursuant to IAS 12.
Deferred
taxes are offset if there is a legally enforceable right to offset a current tax asset against a current tax liability and the
deferred taxes relate to the same taxpayer and the same taxation authority.
The
criteria 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 following principles as set out in IAS 17.
The
Group as lessee:
A
lease that transfers substantially all the risks and rewards incidental to ownership of the leased asset to the Group is classified
as a finance lease. At the commencement of the lease term, the leased asset is measured at the lower of the fair value of the
leased asset or the present value of the minimum lease payments. The leased asset is depreciated over the shorter of its useful
life and the lease term.
Leases
in which substantially all the risks and rewards of ownership of the leased asset are not transferred to the Group are classified
as operating leases. Lease payments are recognized as an expense in profit or loss on a straight-line basis over the lease term.
| 18) | Property,
plant and equipment, net: |
Property,
plant and equipment are measured at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment
losses and any related investment grants and excluding day-to-day servicing expenses. Cost includes spare parts and auxiliary
equipment that are used in connection with plant and equipment. The cost of an item of property, plant and equipment comprises
the initial estimate of the costs of dismantling and removing the item and restoring the site on which the item is located.
Depreciation
is calculated on a straight-line basis over the useful life of the assets at annual rates as follows:
|
|
% |
|
|
|
Computers,
software and peripheral equipment |
|
20-33
(mainly 33) |
Office
furniture and equipment |
|
6-33 (mainly 7) |
Motor
vehicles |
|
15 |
Buildings |
|
2-4 |
Leasehold
improvements are amortized using the straight-line method over the term of the lease (including option terms that are deemed to
be reasonably assured) or the estimated useful life of the improvements, whichever is shorter.
The
useful life, depreciation method and residual value of an asset are reviewed at least each year-end (at the end of the year) and
any changes are accounted for prospectively as a change in accounting estimate. Depreciation of an asset ceases at the earlier
of the date that the asset is classified as held for sale and the date that the asset is derecognized. For impairment testing
of property, plant and equipment, see Note 2(21) below.
| 19) | Research
and development costs: |
Research
expenditures incurred in the process of software development are recognized in profit or loss when incurred. An intangible asset
arising from a software development project or from the development phase of an internal project is recognized if the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale; the Group’s
intention to complete the intangible asset and use or sell it; the ability to use or sell the intangible asset; how the intangible
asset will generate future economic benefits; the availability of adequate technical, financial and other resources to complete
the intangible asset; and the ability to measure reliably the respective expenditure asset during its development. The Group establishes
technological feasibility upon completion of a detailed program design or working model.
Research
and development costs incurred between completion of the detailed program design and the point at which the product is ready for
general release, have been capitalized.
Capitalized
software costs are measured at cost less any accumulated amortization and any accumulated impairment losses on a product by product
basis. Amortization of capitalized software costs begin when development is complete and the product is available for use. The
Group considers a product to be available for use when the Group completes its internal validation of the product that is necessary
to establish that the product meets its design specifications including functions, features, and technical performance requirements.
Internal validation includes the completion of coding, documentation and testing that ensure bugs are reduced to a minimum. The
internal validation of the product takes place a few weeks before the product is made available to the market. In certain instances,
The Group enters into a short pre-release stage, during which the product is made available to a select number of customers as
a beta program for their own review and familiarization. Subsequently, the release is made generally available to customers. Once
a product is considered available for use, the capitalization of costs ceases and amortization of such costs to “cost of
sales” begins.
Capitalized
software costs are amortized on a product by product basis by the straight-line method over the estimated useful life of the software
product (between 5-7 years).
Research
and development costs incurred in the process of developing product enhancements are generally charged to expenses as incurred.
The
Group assesses the recoverability of its capitalized software costs on a regular basis by assessing the net realizable value
of these intangible assets based on the estimated future gross revenues from each product reduced by the estimated future
costs of completing and disposing of it, including the estimated costs of performing maintenance and customer support over
its remaining economical useful life using internally generated projections of future revenues generated by the products,
cost of completion of products and cost of delivery to customers over its remaining economical useful life.
During
the years ended December 31, 2016, 2017 and 2018, no such unrecoverable amounts were identified.
| 20) | Other
intangible assets: |
Separately-acquired
intangible assets are measured on initial recognition at cost, including directly attributable costs. Intangible assets acquired
in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible
assets, excluding capitalized development costs, are recognized in profit or loss when incurred.
According
to management’s assessment, intangible assets with a finite useful life are amortized over their useful life and reviewed for
impairment whenever there is an indication that the asset may be impaired. The amortization period and the amortization method
for an intangible asset are reviewed at least at each year end. Other intangible assets are comprised mainly of customer-related
intangible assets, backlogs, brand names, capitalized courses development costs, non-compete agreements and acquired technology
and patent, and are amortized over their useful lives using a method of amortization that reflects the pattern in which the economic
benefits of the intangible assets are consumed or otherwise used up. The useful life of intangible assets is as follows:
|
|
Years |
Customer
relationship and backlog |
|
1-15 |
Acquired
technology |
|
2-8 |
Brand
names and patents |
|
5-10 |
Gains
or losses arising from the derecognition of an intangible asset are determined as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognized in the statement of profit or loss.
The
useful life of these assets is reviewed annually to determine whether their indefinite life assessment continues to be supportable.
If the events and circumstances do not continue to support the assessment, the change in the useful life assessment from indefinite
to finite is accounted for prospectively
as a change in accounting estimate, and on that date the asset is tested for impairment. Commencing from that date, the asset
is amortized systematically over its useful life.
| 21) | Impairment
of non-financial assets: |
The
Group evaluates the need to record an impairment of non-financial assets (property, plant and equipment, capitalized software
costs and other intangible assets, goodwill, investments in joint venture) 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 profit or loss.
An
impairment loss of an asset, other than goodwill, is reversed only if there have been changes in the estimates used to determine
the asset’s recoverable amount since the last impairment loss was 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.
The
following criteria are applied in assessing impairment of these specific assets:
| i. | 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 our cash-generating units that are expected to benefit from the synergies of the combination.
The
Group reviews goodwill for impairment once a year, on December 31, or more frequently if events or changes in circumstances indicate
that there is an impairment.
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.
| ii. | Investment
in associate or joint venture using the equity method: |
After
application of the equity method, the Group determines whether it is necessary to recognize any additional impairment loss with
respect to the investment in associates or joint ventures. The Group determines at each reporting date whether there is objective
evidence that the carrying amount of the investment in the associate or the joint venture is impaired. The test of impairment
is carried out with reference to the entire investment, including the goodwill attributed to the associate or the joint venture.
During
the years ended December 31, 2016, 2017 and 2018, no impairment indicators were identified.
| 22) | Financial
instruments: |
As
described in Note 2 (30)(B) regarding the initial adoption of IFRS 9, “Financial Instruments” (the “Standard”),
the Group elected to adopt the provisions of the Standard retrospectively without restatement of comparative data.
The
accounting policy for financial instruments applied until December 31, 2017 is as follows:
Financial
assets within the scope of IAS 39 are initially recognized at fair value plus directly attributable transaction costs, except
for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit
or loss. After initial recognition, the accounting treatment of financial assets is based on their classification as follows:
| i. | Financial
assets at fair value through profit or loss: |
This
category includes financial assets held for trading and a dividend preference derivative in TSG (for a description of the TSG
derivative, see Note 8).
| ii. | Loans
and receivables: |
Loans
and receivables are investments with fixed or determinable payments that are not quoted in an active market. After initial recognition,
loans are measured based on their terms at amortized cost plus directly attributable transaction costs using the effective interest
method and less any impairment losses. Short-term borrowings are measured based on their terms, normally at face value.
| iii. | Available-for-sale
financial assets: |
Available-for-sale
financial assets are (non-derivative) financial assets that are designated as available for sale or are not classified in any
of the three preceding categories. After initial recognition, available-for-sale financial assets are measured at fair value.
Gains or losses from fair value adjustments, except for interest, exchange rate differences that relate to debt instruments and
dividends from an equity instrument, are recognized in other comprehensive income. When the investment is disposed of or in case
of impairment, the other comprehensive income (loss) is transferred to profit or loss.
Financial
liabilities are initially recognized at fair value. Loans and other liabilities measured at amortized cost are presented less
direct transaction costs. After initial recognition, the accounting treatment of financial liabilities is based on their classification
as follows:
| i. | Financial
liabilities at amortized cost: |
After
initial recognition, loans and other liabilities are measured based on their terms at amortized cost less directly attributable
transaction costs using the effective interest method.
| ii. | Financial
liabilities at fair value through profit or loss: |
Financial
liabilities at fair value through profit or loss include financial liabilities classified as held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Derivatives, including separated embedded derivatives,
are classified as held for trading unless they are designated as effective hedging instruments.
| C. | Offsetting
financial instruments: |
Financial
assets and financial liabilities are offset and the net amount is presented in the statement of financial position if there is
a legally enforceable right to set off the recognized amounts and there is an intention either to settle on a net basis or to
realize the asset and settle the liability simultaneously.
The
right of set-off must be legally enforceable not only during the ordinary course of business of the parties to the contract but
also in the event of bankruptcy or insolvency of one of the parties. In order for the right of set-off to be currently available,
it must not be contingent on a future event, there may not be periods during which the right is not available, or there may not
be any events that will cause the right to expire.
| D. | Compound
financial instruments: |
| i. | Convertible
debentures which contain both an equity component and a liability component are separated
into two components. This separation is performed by first determining the liability
component based on the fair value of an equivalent non-convertible liability. The value
of the conversion component is determined to be the residual amount. Directly attributable
transaction costs are apportioned between the equity component and the liability component
based on the allocation of proceeds to the equity and liability components. |
| ii. | Convertible
debentures that are denominated in foreign currency contain two components: the conversion
component and the debt component. The liability conversion component is initially recognized
as a financial derivative at fair value. The balance is attributed to the debt component.
Directly attributable transaction costs are allocated between the liability conversion
component and the liability debt component based on the allocation of the proceeds to
each component. |
The
Group assesses the existence of an embedded derivative and whether it is required to be separated from a host contract when the
Group first becomes party to the contract. Reassessment of the need to separate an embedded derivative only occurs if there is
a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.
| F. | Put
option granted to non-controlling interests: |
When
the Group grants to non-controlling interests a put option to sell part or all of their interests in a subsidiary, during a certain
period, even if such purchase obligation is conditional on the counterparty’s exercise of its contractual right to cause
such redemption, if the put option agreement does not transfer to the Group any benefits incidental to ownership of the equity
instrument (i.e. the Group does not have a present ownership in the shares concerned), then at the end of each reporting period
the non-controlling interests (to which a portion of net profit attributable to non-controlling interests is allocated) are classified
as a financial liability, as if such put-able equity instrument was redeemed on that date. The difference between the non-controlling
interests carrying amount at the end of the reporting period and the present value of the liability is recognized directly in
equity of the Group, under “Additional paid-in capital”.
The
Group remeasures the financial liability at the end of each reporting period based on the estimated present value of the consideration
to be transferred upon the exercise of the put option.
If
the option is exercised in subsequent periods, the consideration paid upon exercise is treated as settlement of the liability.
If the option expires, the liability is settled and it is a portion of the investment in the subsidiary disposed of, without loss
of control therein.
If
the Group has present ownership in the shares concerned, these non-controlling interests are accounted for as if they are held
by the Group and changes in the amount of the liability are carried to profit or loss.
| G. | Derecognition
of financial instruments: |
A
financial asset is derecognized when the contractual rights to the cash flows from the financial asset expire or the Group 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, in addition it 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.
A
transaction involving factoring of accounts receivable and credit card vouchers is derecognized when the above-mentioned conditions
are met.
If
the Group transfers its rights to receive cash flows from an asset and neither transfer nor retains substantially all the risks
and rewards of the asset nor transfers control of the asset, a new asset is recognized to the extent of the Group’s continuing
involvement in the asset. When continuing involvement takes the form of guaranteeing the transferred asset, the extent of the
continuing involvement is the lower of the original carrying amount of the asset and the maximum amount of consideration received
that the Group could be required to repay. As of December 31, 2017, the Group has no open factoring transactions.
| ii. | 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.
| H. | Impairment
of financial assets: |
The
Group assesses at the end of each reporting period whether there is any objective evidence of impairment of a financial asset
or group of financial assets as follows:
| i. | Financial
assets carried at amortized cost: |
Objective
evidence of impairment exists when one or more events that have occurred after initial recognition of the asset have a negative
impact on the estimated future cash flows. The amount of the loss recorded in profit or loss is measured as the difference between
the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not
yet been incurred) discounted at the financial asset’s original effective interest rate. If the financial asset has a variable
interest rate, the discount rate is the current effective interest rate. In a subsequent period, the amount of the impairment
loss is reversed if the recovery of the asset can be related objectively to an event occurring after the impairment was recognized.
The amount of the reversal, up to the amount of any previous impairment, is recorded in profit or loss.
| ii. | Available-for-sale
financial assets: |
For
equity instruments classified as available-for-sale financial assets, evidence of impairment includes a significant or prolonged
decline in the fair value of the asset below its cost and evaluation of changes in the technological, economic or legal environment
or in the market in which the issuer of the instrument operates. The determination of a significant or
prolonged impairment depends on the circumstances at each reporting date. In making such a determination, historical volatility
in fair value is considered, as well as a decline in fair value of 20% or more, or a decline in fair value whose duration is six
months or more. Where there is evidence of impairment, the cumulative loss recorded in other comprehensive income is reclassified
to profit or loss. In subsequent periods, any reversal of the impairment loss is recognized in other comprehensive income.
During
2016 and 2017 the Group did not recognize an impairment charge over its investments in available-for-sale marketable securities.
The
accounting policy for financial instruments applied commencing from January 1, 2018, is as follows:
Financial
assets within the scope of the Standard, are measured at the date of initial recognition at their fair value, plus transaction
costs that can be directly attributed to the acquisition of the financial asset, except in the case of a financial asset measured
at fair value through profit or loss, in respect of which, transaction costs are charged to profit or loss.
The
Group classifies and measures the debt instruments in its financial statements on the basis of the following criteria:
| ● | the
Group’s business model for the management of financial assets; and |
| ● | the
contractual cash flow characteristics of the financial asset. |
| i. | The
Group measures debt instruments at amortized cost when: |
The
Group’s business model is the holding of financial assets in order to collect contractual cash flows, and the contractual
terms of the financial asset provide entitlement on defined dates to cash flows, that are only principal and interest payments
in respect of the amount of the principal, that has not yet been repaid. Subsequent to initial recognition, instruments in this
group shall be presented at their cost at cost plus transaction costs directly using the amortized cost method. In addition, on
the date of initial recognition, an entity may irrevocably designate a debt instrument at fair value through profit or loss, if
such designation eliminates or significantly reduces inconsistencies in measurement or recognition, for example, if the related
financial liabilities, are also measured at fair value through profit or loss.
| ii. | The
Group measures debt instruments at fair value through other comprehensive income when: |
The
Group’s business model is the holding of financial assets in order to collect contractual cash flows and the sale of the
financial assets, and the contractual terms of the financial asset provide entitlement on defined dates to cash flows that are
only principal and interest payments in respect of the amount of the principal that has not yet been repaid. Subsequent to initial
recognition, instruments in this group are measured at fair value. Gains or losses arising
from adjustments to fair value, other than interest and exchange rate differentials, are recognized in other comprehensive income.
| iii. | The
Group measures debt instruments at fair value through profit or loss when: |
A
financial asset which is a debt instrument does not meet the criteria for measurement at amortized cost or at fair value through
other comprehensive income. After initial recognition, the financial asset is measured at fair value and gains or losses from
fair value adjustments are recognized in profit or loss.
| B. | Impairment
of financial assets: |
The
Group examines at each reporting date the provision for loss in respect of financial debt instruments that are not measured at
fair value through profit or loss. The Group distinguishes between two situations of recognition of a provision for loss:
| i. | Debt
instruments for which there has been no significant deterioration in the quality of their
credit since the initial recognition or in cases where the credit risk is low –
in this situation, the provision for loss recognized for this debt instrument will take
into account expected credit losses in a period of 12 months after the reporting date; |
| ii. | Debt
instruments whose credit quality has deteriorated significantly since their initial recognition
and for which the credit risk is not low – in this situation, the provision for
a loss to be recognized will take into account projected credit losses - over the remaining
life of the instrument. |
The
Group has financial assets with short credit periods, such as customers, for which it applies the relief prescribed in the model.
In other words, the Group measures the provision for loss in an amount equal to expected credit losses throughout the life of
the instrument.
Impairment
in respect of debt instruments measured at amortized cost, will be carried to profit or loss against provision, while impairment
in respect of debt instruments measured at fair value through other comprehensive income, will be carried to profit or loss against
other comprehensive income, and will not reduce the book value of the financial asset in the statement of financial position.
The
Group implements the relief prescribed in the Standard, according to which it assumes that the credit risk of a debt instrument
that did not increase significantly from the date of initial recognition if it was determined at the reporting date that the instrument
has a low credit risk, for example when the instrument has an external rating of “investment grade”.
| C. | Derecognition
of financial assets: |
The
Group derecognizes a financial asset when and only when:
| i. | The
contractual rights to the cash flows from the financial asset expire; or |
| ii. | The
Group transfers substantially all the risks and rewards deriving from the contractual
rights to receive the cash flows from the financial asset or when some of the risks and
rewards of transferring the financial asset remain with the entity but it may be said
that it transferred control over the asset; or |
| iii. | The
Group retains the contractual rights to receive the cash flows arising from the financial
asset but assumes a contractual obligation to pay these cash flows in full to a third
party, without material delay. |
| i. | Financial
liabilities measured at amortized cost: |
Financial
liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial
liability. After initial recognition, the Group measures all financial liabilities at amortized cost using the effective interest
rate method, except for:
| ● | Financial
liabilities at fair value through profit or loss, such as derivatives; |
| ● | Financial
liabilities that arise when a transfer of a financial asset does not qualify for derecognition
or when the continuing involvement approach applies; |
| ● | Financial
guarantee contracts; |
| ● | Contingent
consideration recognized by an acquirer in a business combination as to which IFRS 3
applies. |
| ii. | Financial
liabilities measured at fair value through profit or loss: |
At
initial recognition, the Group measures financial liabilities that are not measured at amortized cost at fair value. Transaction
costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss.
| E. | Derecognition
of 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 discharges the liability by paying in cash, other financial assets, goods
or services or is legally released
from the liability.
When
there is a modification in the terms of an existing financial liability, the Group evaluates whether the modification is substantial.
If
the terms of an existing financial liability are substantially modified, such 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 modification is not substantial, the Group recalculates the carrying amount of the liability by discounting the revised cash
flows at the original effective interest rate and any resulting difference is recognized in profit or loss.
When
evaluating whether the modification in the terms of an existing liability is substantial, the Group considers both quantitative
and qualitative factors
| F. | Offsetting
financial instruments: |
Financial
assets and financial liabilities are offset and the net amount is presented in the statement of financial position if there is
a legally enforceable right to set off the recognized amounts and there is an intention either to settle on a net basis or to
realize the asset and settle the liability simultaneously.
The
right of set-off must be legally enforceable not only during the ordinary course of business of the parties to the contract but
also in the event of bankruptcy or insolvency of one of the parties. In order for the right of set-off to be currently available,
it must not be contingent on a future event, there may not be periods during which the right is not available, or there may not
be any events that will cause the right to expire.
| G. | Put
option granted to non-controlling interests: |
When
the Group grants to non-controlling interests a put option to sell part or all of their interests in a subsidiary, during a certain
period, even if such purchase obligation is conditional on the counterparty’s exercise of its contractual right to cause
such redemption, if the put option agreement does not transfer to the Group any benefits incidental to ownership of the equity
instrument (i.e. the Group does not have a present ownership in the shares concerned) then at the end of each reporting period
the non-controlling interests (to which a portion of net profit attributable to non-controlling interests is allocated) are classified
as a financial liability, as if such put-able equity instrument was redeemed on that date. The difference between the non-controlling
interests carrying amount at the end of the reporting period and the present value of the liability is recognized directly in
equity of the Group, under “Additional paid-in capital”.
The
Group remeasures the financial liability at the end of each reporting period based on the estimated present value of the consideration
to be transferred upon the exercise of the put option.
If
the option is exercised in subsequent periods, the consideration paid upon exercise is treated as settlement of the liability.
If the option expires, the liability is settled and it is a portion of the investment in the subsidiary disposed of, without loss
of control therein.
If
the Group has present ownership of the non-controlling interests, these non-controlling interests are accounted for as if they
are held by the Group, and changes in the amount of the liability are carried to profit or loss.
| 23) | Fair
value measurement: |
Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Fair value measurement is based on the assumption that the transaction will take place in
the asset’s or the liability’s principal market, or in the absence of a principal market, in the most advantageous market.
The
fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset
or liability, assuming that market participants act in their economic best interest. Fair value measurement of a non-financial
asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best
use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation
techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing
the use of relevant observable inputs and minimizing the use of unobservable inputs.
All
assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair
value hierarchy based on the lowest level input that is significant to the entire fair value measurement:
|
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 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). |
Company
shares held by the Company and/or subsidiaries are recognized at cost of purchase and presented as a deduction from equity. Any
gain or loss arising from a purchase, sale, issue or cancellation of treasury shares is recognized directly in equity.
A
provision in accordance with IAS 37 is recognized when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount
of the obligation. If the effect is material, provisions are measured according to the estimated future cash flows discounted
using a pre-tax interest rate that reflects the market assessments of the time value of money and, where appropriate, those risks
specific to the liability. When the Group expects part or all of the expense to be reimbursed, for example under an insurance
contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense
is recognized in the statement of profit or loss net of any reimbursement.
Following
are the types of provisions included in the financial statements:
A
provision for claims is recognized when the Group has a present legal or constructive obligation as a result of a past event,
it is more likely than not that an outflow of resources embodying economic benefits will be required by the Group to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
| ii. | Contingent
liability recognized in a business combination: |
A
contingent liability in a business combination is measured at fair value upon initial recognition. In subsequent periods, it is
measured at the higher of the amount initially recognized less, when appropriate, cumulative amortization, and the amount that
would be recognized at the end of the reporting period in accordance with IAS 37.
| 26) | Derivative
financial instruments and hedging: |
The
Group enters into contracts for derivative financial instruments such as forward currency contracts and options contracts to hedge
risks associated with foreign exchange rates resulting from international activities and interest rate fluctuations. The derivative
instruments primarily hedge or offset exposures to Euro, Japanese Yen and New Israeli Shekel (“NIS”) exchange rate fluctuations.
The
Group’s options and forward contracts do not qualify for hedging accounting. Any gains or losses arising from changes in
the fair values of the derivatives are recorded immediately in profit or loss as financial income or expense.
| 27) | Employee
benefit liabilities: |
The
Group has several employee benefit plans:
| i. | Short-term
employee benefits: |
Short-term
employee benefits are benefits that are expected to be settled wholly before twelve months after the end of the annual reporting
period in which the employees render the related services. These benefits include salaries, paid annual leave, 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.
| ii. | Post-employment
benefits: |
The
plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined
benefit plans.
Formula’s
and its Israeli investees’ (as defined with respect to their Israeli employee contribution plans pursuant to section 14
of Israel’s Severance Pay Law, 1963 (the “Severance Pay Law”)) pay fixed contributions to those plans and will
have no legal or constructive obligation to pay further contributions if the fund into which those contributions are paid 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 concurrently
with performance of the employee’s services.
Formula
and its Israeli investees also operate a defined benefit plan in respect of severance pay to their Israeli employees pursuant
to the Severance Pay Law. According to the Severance Pay Law, employees are entitled to severance pay upon dismissal or retirement.
The liability for termination of employment is measured using the projected unit credit method. The actuarial 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 market yields at the reporting date
on high quality corporate bonds that are linked to Israel’s Consumer Price Index with a term that is consistent with the
estimated term of the severance pay obligation.
In
respect of its severance pay obligation to certain of its employees, the Group 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
liability for employee benefits shown in the statement of financial position reflects the present value of the defined benefit
obligation, less the fair value of the plan assets. Remeasurements of the net liability are recognized in other comprehensive
income in the period in which they occur.
Total
expenses in respect of employee benefit liabilities for the years 2016, 2017 and 2018 were $29,557, $35,036 and $30,941, respectively.
Earnings
per share are calculated by dividing the net income attributable to equity holders of the Company by the weighted number of ordinary
shares outstanding during the period. Potential ordinary shares are included in the computation of diluted earnings per share
when their conversion decreases earnings per share from continuing operations. Potential ordinary shares that are converted during
the period are included in diluted earnings per share only until the conversion date and from that date in basic earnings per
share. The Company’s share of earnings of investees is included based on its share of earnings per share of the investees multiplied
by the number of shares held by the Company.
| 29) | Concentration
of credit risk: |
Financial
instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents,
short-term bank deposits, restricted cash, trade receivables, marketable securities and foreign currency derivative contracts.
The
majority of the Group’s cash and cash equivalents, bank deposits and marketable securities are invested with major banks in Israel,
the United States and Europe. Management believes that these financial instruments are held in financial institutions with high
credit standing, and accordingly, minimal credit risk exists with respect to these investments. Cash and cash equivalents and
short-term deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally,
these banks deposits may be redeemed upon demand and therefore bear minimal risk.
The
Group’s marketable securities include investments in commercial and government bonds and foreign banks. The Group’s marketable
securities are considered to be highly liquid and have a high credit standing. In addition, managements of the Group’s investees
limit the amount that may be invested in any one type of investment or issuer, thereby reducing credit risk concentrations and
consider their portfolios in foreign banks to be well-diversified (also refer to Note 5).
The
Group’s trade receivables are generally derived from sales to large organizations located mainly in Israel, North America, Europe
and Asia Pacific. The Group performs ongoing credit evaluations of its customers and to date has not experienced any material
losses. In certain circumstances, Formula and its investees may require letters of credit, other collateral or additional guarantees.
From time to time, the Group’s subsidiaries sell certain of its accounts receivable to financial institutions, within the
normal course of business.
The
Group maintains an allowance for doubtful accounts receivable based upon management’s experience and estimate of collectability
of each outstanding invoice. The allowance for doubtful accounts is determined with respect to specific debts or which collection
is doubtful. The risk of collection associated with accounts receivable is mitigated by the diversity and number of customers.
From
time to time, the Group enters into foreign exchange forward and option contracts intended to protect against the changes in value
of forecasted non-dollar currency cash flows. These derivative instruments are designed to offset a portion of the Group’s
non-dollar currency exposure (see Note 2 (26) above).
| 30) | Changes
in accounting policies - initial adoption of new financial reporting and accounting standards: |
| A. | First
time implementation of IFRS 15 – Revenue from Contracts with Costumers: |
The
Group adopted IFRS 15 (or the “Standard”) on January 1, 2018 and elected to apply the modified retrospective approach
with the cumulative effect recognized as an adjustment to the opening retained earnings balance of $874 as of January 1, 2018.
The Group applied a practical expedient allowed under IFRS 15 and exempt from the restatement of comparable data. This means that
financial data reported for reporting periods prior to December 31, 2017 has been prepared on the basis of the following standards:
IAS 18 ‘Revenue’, IAS 11 ‘Construction Contracts’
as well as interpretations related to revenue recognition that were applicable before the effective date of IFRS 15. Results for
reporting periods beginning after January 1, 2018 are presented in accordance with IFRS 15.
The
effects of the initial application of the new Standard on the Group’s financial statements are as follows:
| i) | Term
license - under the legacy revenue standard, the Group recognized both the revenue from
sale of term license (which does not involve significant customization) and post-contract
support revenues ratably over the contract period whereas upon application of the provisions
of the new Standard, term license revenues are recognized up front, upon delivery, and
the associated post-contract support revenues are recognized over the contract period.
As a result, under the provisions of the new standard, the Group recognizes these revenues
in earlier period than the period these revenues were recognized under the old Standard. |
| ii) | Incremental
costs incurred to obtain contracts (mainly due to sales commissions) - under the legacy
revenue standard, the Group recognized these costs in selling and marketing expenses
when incurred, whereas upon application of the provisions of the new Standard, these
costs are recognized as an asset and amortized over the period when the Group satisfies
the performance obligations defined in the specific contract which exceeds one year.
As a result, under the provisions of the new Standard, the Group recognizes these costs
as expenses in periods later than the period these costs were recognized under the old
standard. |
The
effects of the above changes on the consolidated statements of financial position are as follows:
As of January 1, 2018 | |
| |
| |
As
previously
reported | | |
The change | | |
According to
IFRS 15 | |
Current Assets | |
| | |
| | |
| |
Trade receivables | |
| 385,778 | | |
| 20 | | |
| 385,798 | |
Prepaid expenses and other accounts receivable | |
| 44,904 | | |
| 629 | | |
| 45,533 | |
| |
| | | |
| | | |
| | |
Current Liabilities | |
| | | |
| | | |
| | |
Deferred revenues | |
| 58,905 | | |
| (1,397 | ) | |
| 57,508 | |
| |
| | | |
| | | |
| | |
Long-term Liabilities | |
| | | |
| | | |
| | |
Other long-term liabilities | |
| 7,244 | | |
| 231 | | |
| 7,475 | |
| |
| | | |
| | | |
| | |
Equity | |
| | | |
| | | |
| | |
Retained earnings | |
| 239,156 | | |
| 874 | | |
| 240,030 | |
Non-controlling interests | |
| 413,720 | | |
| 941 | | |
| 414,661 | |
As of December 31, 2018 | |
| | |
| | |
| |
| |
According to
the previous
accounting
policy | | |
The change | | |
As
presented
in these
financial
statements | |
Current Assets | |
| | |
| | |
| |
Trade receivables | |
| 439,685 | | |
| 1,783 | | |
| 441,468 | |
Prepaid expenses and other accounts receivable | |
| 41,668 | | |
| (1,271 | ) | |
| 40,397 | |
| |
| | | |
| | | |
| | |
Long-term Assets | |
| | | |
| | | |
| | |
Prepaid expenses and other accounts receivable | |
| 21,475 | | |
| 1,646 | | |
| 23,121 | |
| |
| | | |
| | | |
| | |
Current Liabilities | |
| | | |
| | | |
| | |
Deferred revenues | |
| 64,062 | | |
| (4,553 | ) | |
| 59,509 | |
Other accounts payable | |
| 53,707 | | |
| 262 | | |
| 53,969 | |
| |
| | | |
| | | |
| | |
Current Liabilities | |
| | | |
| | | |
| | |
Other long-term liabilities | |
| 8,628 | | |
| 106 | | |
| 8,734 | |
| |
| | | |
| | | |
| | |
Equity | |
| | | |
| | | |
| | |
Retained earnings | |
| 259,538 | | |
| 3,019 | | |
| 262,557 | |
Non-controlling interests | |
| 434,443 | | |
| 3,324 | | |
| 437,767 | |
The
effects of the above changes on the consolidated statements of profit or loss are as follows:
Year ended December 31, 2018: | |
| | |
| | |
| |
| |
According to
the previous
accounting
policy | | |
The change | | |
As
presented
in these
financial
statements | |
| |
| | |
| | |
| |
Revenues | |
| 1,488,378 | | |
| 4,610 | | |
| 1,492,988 | |
Selling, marketing, general and administrative expenses | |
| 182,527 | | |
| (55 | ) | |
| 182,472 | |
| |
| | | |
| | | |
| | |
Taxes on income | |
| 24,164 | | |
| 137 | | |
| 24,301 | |
Net income attributable to equity holders of the Company | |
| 30,220 | | |
| 2,145 | | |
| 32,365 | |
Net income attributable to non-controlling interests | |
| 42,647 | | |
| 2,383 | | |
| 45,030 | |
Remaining
performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and amounts
that will be invoiced and recognized as revenue in future periods. The Group elected to apply a practical expedient permitted
under IFRS 15 whereby it does not disclose the aggregate amount of consideration allocated to unsatisfied or partially unsatisfied
performance obligations that are part of contracts that have an original expected duration of less than one year. In addition,
the Group has elected to apply a practical expedient permitted under IFRS 15 whereby it does not disclose the aggregate amount
of consideration allocated to unsatisfied or partially unsatisfied performance obligations for which the Group has a right to
consideration from a customer in an amount that corresponds directly with the value to the customer of the Group’s performance
completed to date (for example, a service contract in which an entity bills a fixed amount for each hour of service provided).
As
such, the aggregate amount of consideration allocated to performance obligations either not satisfied or partially unsatisfied
from fixed price projects and post contract support services was approximately $94,433 as of December 31, 2018. The Group expects
to recognize approximately 58% in 2019 from remaining performance obligations as of December 31, 2018 and the remainder thereafter.
Remaining performance obligations include the remaining non-cancelable, committed and fixed portion of these contracts for their
entire duration.
Contract
balances:
The
following table provides information about trade receivables, contract assets (unbilled receivables) and contract liabilities
(deferred revenues) from contracts with customers (in thousands):
| |
December 31, | |
| |
2018 | | |
2017 | |
Trade receivables | |
$ | 362,853 | | |
$ | 322,325 | |
Unbilled receivables | |
| 78,615 | | |
| 63,453 | |
Long-term trade receivables(*) | |
| 3,932 | | |
| 950 | |
Advances and deferred revenues | |
| (59,509 | ) | |
| (58,905 | ) |
Long-term deferred revenues | |
| (4,906 | ) | |
| (9,340 | ) |
| (*) | Included
in long-term prepaid expenses and other accounts receivable |
Trade
receivable are recorded when the right to consideration becomes unconditional, and an invoice is issued to the customer. Unbilled
receivables relate to the Group’s contractual right to consideration for services performed and not yet invoiced.
Billing
terms and conditions generally vary by contract type. Amounts are billed as work progresses in accordance with agreed-upon contractual
terms, either at periodic intervals (e.g., monthly or quarterly) or upon achievement of contractual milestones.
No
impairment loss was recognized in respect of the Group’s outstanding contract assets during the year ended December 31,
2018.
Deferred
revenues represent contract liabilities, and include unearned amounts received under contracts with customers and not yet recognized
as revenues.
| B. | First
time implementation of IFRS 9 – Financial Instruments |
In
July 2014, the IASB issued the final and complete version of IFRS 9 - Financial Instruments (“IFRS 9”), which replaces
IAS 39 - Financial Instruments: Recognition and Measurement. IFRS 9 mainly changes the provisions of the classification and measurement
of financial assets and applies to all financial assets within the scope of IAS 39. The new standard is first implemented in these
financial statements. The new standard is applied retrospectively without restatement of comparative figures.
After
examining the implications of implementing the new standard, Group has determined that its implementation did not have a material
effect on the Group’s financial statements.
| 31) | Certain
amounts in the prior years’ financial statements have been reclassified to conform
to the current year’s presentation. |
|
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- DefinitionThe entire disclosure for significant accounting policies applied by the entity.
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New Standards, Interpretations and Amendments Adopted By The Group
|
12 Months Ended |
Dec. 31, 2018 |
Disclosure of expected impact of initial application of new standards or interpretations [abstract] |
|
NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED BY THE GROUP |
NOTE
3:- NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED BY THE GROUP
| 1. | Amendments
to IFRS 10 and IAS 28 regarding sale or transfer of assets between an investor and its
associate or joint venture: |
In
September 2014, the IASB adopted amendments to IFRS 10 and IAS 28 (which we refer to as the Amendments) regarding the accounting
treatment of the sale or transfer of assets (an asset, a group of assets or a subsidiary) between an investor and its associate
or joint venture.
Under
the Amendments, when an investor loses control of a subsidiary or a group of assets that are not a business in a transaction with
its associate or joint venture, the gain will be partially eliminated such that the gain to be recognized is the gain from the
sale to the other investors in the associate or joint venture. According to the Amendments, if the remaining rights held by the
investor represent a financial asset as defined in IFRS 9, the gain will be recognized in full.
If
the transaction with an associate or joint venture involves loss of control of a subsidiary or a group of assets that are a business,
the gain will be recognized in full.
The
Amendments are to be applied prospectively. A mandatory effective date has not yet been determined by the IASB, but early adoption
is permitted.
In
January 2016, the IASB issued IFRS 16, "Leases" (which we refer to as IFRS 16). According to IFRS 16, a lease is a contract,
or part of a contract, that conveys the right to use an asset for a period of time in exchange for consideration.
Under
IFRS 16:
| - | Lessees
are required to recognize an asset and a corresponding liability in the statement of
financial position in respect of all leases (except in certain cases) similar to the
accounting treatment of finance leases according to the existing IAS 17, "Leases".
Lessees are required to initially recognize a lease liability for the obligation to make
lease payments and a corresponding right-of-use asset. Lessees will also recognize interest
and depreciation expense separately. |
| - | Variable
lease payments that are not dependent on changes in the Consumer Price Index, or CPI,
or interest rates, but are based on performance or use (such as a percentage of revenues)
are recognized as an expense by the lessees as incurred and recognized as income by the
lessors as earned. |
| - | In
the event of change in variable lease payments that are CPI-linked, lessees are required
to remeasure the lease liability and the effect of the remeasurement is an adjustment
to the carrying amount of the right-of-use asset. |
| - | IFRS
16 includes two exceptions according to which lessees are permitted to elect to apply
a method similar to the current accounting treatment for operating leases. These exceptions
are leases for which the underlying asset is of low value and leases with a term of up
to one year. |
| - | The
accounting treatment by lessors remains substantially unchanged, namely classification
of a lease as a finance lease or an operating lease. |
IFRS
16 is effective for annual periods beginning on or after January 1, 2019, and the Group expects its adoption to have a material
impact on its consolidated statements of financial position.
IFRS
16 permits lessees to use one of the following approaches:
| 1. | Full
retrospective approach - according to this approach, a right-of-use asset and the corresponding
liability will be recorded in the statement of financial position as if they had always
been measured according to the provisions of IFRS 16, with the effect of the adoption
at the beginning of the earliest period presented will be recorded in equity. |
| 2. | Modified
retrospective approach - this approach does not require restatement of comparative data.
The balance of the liability as of the date of initial application of IFRS 16 will be
calculated using the lessee's incremental borrowing rate of interest on the date of the
initial application of IFRS 16. As for the measurement of the right-of-use asset, the
Group may choose, on a lease-by-lease basis, to apply one of the two following alternatives: |
| i) | Recognize
an asset in an amount equal to the lease liability, with certain adjustments. |
| ii) | Recognize
an asset as if IFRS 16 had always been applied. |
The
Group believes that it will apply the modified retrospective approach upon the initial adoption of IFRS 16, whereby the right-of-use
asset in certain real-estate leases will be measured as if the new standard had always been applied, while the right-of-use assets
in respect of other leases will be measured at an amount equal to the lease liability, as measured on the transition date.
The
Group has leases mainly of real estate and vehicles in a significant amount. In assessing the impact of IFRS 16 on the financial
statements, the Group is evaluating the following matters:
Options
to extend the lease - In accordance with IFRS 16, the non-cancellable periods of leases include periods that are covered by options
to extend the leases if the lessees are reasonably certain to exercise the option. The Group is reviewing whether such options
exist in its lease agreements and whether it is reasonably certain that it will exercise the options. As part of its assessment,
the Group is evaluating all relevant facts and circumstances that create an economic incentive to exercise the options, including
significant leasehold improvements that have been or are expected to be undertaken, the importance of the underlying assets to
the Group's operations and past experience in connection with the exercise of such options.
Separation
of contract components - In accordance with IFRS 16, all lease components within a contract should be accounted for separately
from non-lease components. A lessee is allowed a practical expedient according to which it can elect, by class of underlying asset,
not to separate non-lease components from lease components, and instead account for them as a single lease component. The Group
is reviewing whether such non-lease components, such as management and maintenance services, exist in its current lease contracts
and whether the above practical expedient should be applied to each class of underlying asset.
Interest
on capitalization - the Group is estimating the incremental interest rate to be used for measuring its lease liabilities and right-of-use
assets on the date of initial adoption of IFRS 16, based on the leases' terms and nature of the leased assets.
The
Group is also evaluating the need for making adjustments to its information systems, internal controls, policies and procedures
that will be necessary in order to apply the provisions of IFRS 16.
The
Group estimates that the effect of the initial implementation of IFRS 16 as of January 1, 2019 is expected to result in an increase
in the Group's total assets in an amount of approximately $108,800 an increase in the Group's total liabilities
in an amount of approximately $111,100 and a decrease in the balance of the Company's shareholders' equity in an amount
of $2,300.
The
Group estimates that the implementation of the new standard will not have an impact on the Group's compliance with the financial
covenants under the Group's outstanding debenture series.
The
above quantitative disclosure relates to the known effects to the Company and its subsidiaries as at that date and in accordance
with the existing lease contracts in effect as of January 1, 2019.
|
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- DefinitionThe disclosure of the known or reasonably estimable information relevant to assessing the possible impact that the application of a new IFRS, that has been issued but is not yet effective, will have.
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Business Combination, Significant Transaction and Sale of Business
|
12 Months Ended |
Dec. 31, 2018 |
Business Combination, Significant Transaction and Sale of Business [Abstract] |
|
BUSINESS COMBINATION, SIGNIFICANT TRANSACTION AND SALE OF BUSINESS |
NOTE
4:- BUSINESS COMBINATION, SIGNIFICANT TRANSACTION AND SALE OF BUSINESS
| a. | Acquisition
of TSG IT Advanced Systems Ltd. |
On
May 9, 2016, Formula and Israel Aerospace Industries (IAI) concluded the joint purchase of TSG – a subsidiary and the military
arm of Ness Technologies, engaged in the fields of command and control systems, intelligence, homeland security and cyber security.
The total purchase price in the transaction amounted to $51,532 in cash, with each of IAI and Formula acquiring 50% of TSG for
$25,766. TSG is a leading provider of core command and control systems to Israel's defense organization, including the Israeli
Defense Forces and the Israeli Police.
As
TSG is jointly controlled by both Formula and IAI, its results of operations are reflected in the Company's profit or loss using
the equity method of accounting commencing May 9, 2016.
The
following table summarizes the estimated fair values of the acquired assets and assumed liabilities by the Company at the date
of acquisition:
Net assets | |
$ | 1,824 | |
Intangible assets | |
| 13,693 | |
Backlog | |
| 2,221 | |
Deferred tax liability | |
| (3,948 | ) |
Dividend preference derivative | |
| 2,140 | |
Goodwill | |
| 9,836 | |
| |
| | |
Total assets acquired, net of acquired cash | |
$ | 25,766 | |
| b. | Acquisition
of Michpal Micro Computers (1983) Ltd. |
On
January 3, 2017, the Company directly acquired all of the share capital of Michpal, an Israeli-based company that develops, sells
and supports a proprietary on-premise payroll software solution for processing traditional payroll stubs to Israeli enterprise
and payroll service providers, for cash consideration of NIS 85,000 (approximately $22,106), composed of the following:
Net assets | |
$ | 139 | |
Intangible assets | |
| 11,329 | |
Deferred tax liability | |
| (2,606 | ) |
Goodwill | |
| 13,244 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 22,106 | |
| a. | Acquisition
of Maximum Processing Inc. |
On
May 26, 2016, Sapiens entered into an agreement to purchase the entire share capital of Maximum Processing Inc.'s (MaxPro)
for consideration of $4,278 (of which $1,490 was deposited at closing in escrow). In addition, the seller may be entitled to receive
has performance-based payments
relating to achievement of revenue and profitability targets over three years (2016-2018) of up to $2,500. Such payments are also
subject to continued employment, and, therefore, are not part of the purchase price. MaxPro specializes in providing business
and technology solutions across the insurance industry. Acquisition-related costs were immaterial.
The
following table summarizes the estimated fair values of the acquired assets and assumed liabilities, with reference to the acquisition
as of the acquisition date:
Net assets | |
$ | (240 | ) |
Intangible assets | |
| 1,859 | |
Goodwill | |
| 2,659 | |
| |
| | |
Net assets acquired | |
$ | 4,278 | |
| b. | Acquisition
of 4Sight Business Intelligence Inc |
On
June 7, 2016, Sapiens entered into an agreement to purchase 100% of the total outstanding shares of 4Sight Business Intelligence
Inc. (4Sight). 4Sight's system provides analytics software for the insurance industry. Sapiens paid the acquisition consideration
in cash, consisting of $330. In addition, the seller may be entitled to performance-based payment relating to achievement of revenue
and profitability targets over three years (2016-2018) of up to $2,200. Such payments entitlements are also subject to continued
employment, and, therefore, are not part of the purchase price. Acquisition–related costs were immaterial.
The
following table summarizes the estimated fair values of the acquired assets and assumed liabilities, with reference to the acquisition
as of the acquisition date:
Net assets | |
$ | (145 | ) |
Intangible assets | |
| 279 | |
Deferred taxes | |
| (112 | ) |
Goodwill | |
| 308 | |
| |
| | |
Net assets acquired | |
$ | 330 | |
| c. | Acquisition
of StoneRiver, Inc |
On
February 28, 2017, Sapiens completed the acquisition of all of the outstanding shares of StoneRiver, Inc. ("StoneRiver"),
a provider of technology solutions and services to the insurance industry for cash consideration of $101,351. Sapiens-related
acquisition costs of $1,348 are presented in general and administrative expenses. The acquisition of StoneRiver and Adaptik (as
detailed below) expanded Sapiens' presence and scale in the North American insurance market and allows Sapiens to offer
its customers and partners a more extensive product portfolio in the industry. The acquisition was accounted for under the purchase
method and, accordingly, the purchase price has been allocated according to the estimated fair value of the acquired assets and
assumed liabilities of StoneRiver. The results of StoneRiver's operations have been included in the consolidated financial statements
since February 28, 2017.
The
following table summarizes the estimated fair values of the acquired assets and assumed liabilities assumed:
Current assets | |
$ | 16,785 | |
Property and equipment | |
| 1,088 | |
Intangible assets | |
| 38,145 | |
Goodwill | |
| 77,014 | |
Other long-term assets | |
| 78 | |
| |
| | |
Total assets acquired | |
$ | 133,110 | |
| |
| | |
Current liabilities | |
$ | 10,595 | |
Deferred revenues | |
| 5,742 | |
Deferred tax liabilities | |
| 15,071 | |
Other long-term liabilities | |
| 351 | |
| |
| | |
Total liabilities acquired | |
$ | 31,759 | |
| |
| | |
Total purchase price | |
$ | 101,351 | |
The
following table sets forth the components of intangible assets associated with the acquisition and their annual amortization rates:
| |
Fair value | |
Developed technology | |
$ | 34,039 | |
Customer relationships | |
| 3,333 | |
Backlog | |
| 773 | |
| |
| | |
Total intangible assets | |
$ | 38,145 | |
Revenues
of StoneRiver for the period since the acquisition date through December 31, 2017, which are included in the consolidated financial
statements, amounted to $67,805.
| d. | Acquisition
of KnowledgePrice.com: |
On
December 27, 2017, Sapiens signed a definitive agreement for the acquisition of all of the outstanding shares of KnowledgePrice.com's
("KnowledgePrice"), a Latvian company, which specializes in digital insurance services and consulting. The fair value
of the total consideration amounted to $6,029, including cash consideration of $4,068 (out of this amount $3,758 was paid in December
2017 and $310 was paid in January 2018), and a contingent obligation valued at $1,961 at the acquisition date. In addition, the
seller may be entitled to performance based payment relating to achievement of revenue and profitability targets over three years
(2018-2020) and a retention payment of up to $1,116 as of December 31, 2017, which are subject to continued employment and therefore
not part of the purchase price. According to a preliminary purchase price allocation, the purchase price has been allocated according
to the estimated fair value of the assets acquired and assumed liabilities of KnowledgePrice.
The
following table summarizes the estimated provisional fair values of the acquired assets and assumed liabilities, with reference
to the acquisition as of the acquisition date:
Net assets | |
| 780 | |
Intangible assets | |
| 2,417 | |
Deferred taxes | |
| (363 | ) |
Goodwill | |
| 3,195 | |
| |
| | |
Net assets acquired | |
$ | 6,029 | |
| e. | Acquisition
of Adaptik Corporation |
On
March 7, 2018 (the "acquisition date"), Sapiens completed the acquisition of all outstanding shares of Adaptik Corporation
("Adaptik"), a New-Jersey company based in Pennsylvania engaged in the development of software solutions for P&C
insurers, (including policy administration, rating, billing, customer and task management and product design), for total cash
consideration of $18,179 (of which $17,979 was paid in March 2018 and $200 will be paid in March 2022). In addition, the seller
may be entitled to performance based payments relating to achievement of revenue targets over three years (2018-2020) of up to
$3,700. Such payment entitlements are subject to continued employment and therefore were not included in the purchase price. Acquisition-related
costs were approximately $300. An amount of $339 which was deposited in escrow at closing, was recognized in short-term prepaid
expenses and other accounts receivable, as the Group expects to receive this amount during the following year. The result of Adaptik's
operations have been included in the consolidated financial statements since March 2018.
The
following table summarizes the estimated fair values of the acquired assets and assumed liabilities as of the acquisition date:
Net liabilities excluding cash acquired | |
$ | (2,817 | ) |
Intangible assets | |
| 12,936 | |
Deferred taxes | |
| (3,528 | ) |
Goodwill | |
| 11,468 | |
| |
| | |
Total assets acquired, net of acquired cash | |
$ | 18,059 | |
| a. | Acquisition
of Comblack IT Ltd. |
On
April 14, 2015 Magic acquired a 70% interest in Comblack IT Ltd. ("Comblack"), an Israeli-based company that specializes
in software professional and outsourced management services mainly for mainframes and complex large-scale environments, for a
total consideration of $1,821, of which $1,523 was paid upon closing and $298 was payable contingent upon the acquired business
meeting certain operational targets in 2015. Magic and the seller hold mutual call and put options respectively for the remaining
30% interest in Comblack. Due to the put option, the Group recorded a financial liability in an amount of $989 as of the acquisition
date. As of December 31, 2018,
the financial liability due to the put option granted to non-controlling interests in Comblack was recorded at a value of $8,191.
Acquisition-related costs were immaterial. The acquisition was accounted for under the purchase method.
The
results of operations were included in the consolidated financial statements of the Group commencing April 1, 2015.
The
following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
Net assets, excluding cash acquired | |
$ | (405 | ) |
Non-controlling interests | |
| (989 | ) |
Intangible assets | |
| 1,249 | |
Goodwill | |
| 1,966 | |
| |
| | |
Total assets acquired, net of acquired cash | |
$ | 1,821 | |
In
March 2016, Magic paid the seller the remaining contingent payments for meeting the 2015 operational targets.
| b. | Acquisition
of Infinigy Solutions LLC |
On
June 30, 2015 Magic acquired a 70% interest in Infinigy Solutions LLC ("Infinigy"), a US-based services company focused
on expanding the development and implementation of technical solutions throughout the telecommunications industry with offices
across the US, providing nationwide coverage and support for wireless engineering, deployment services, surveying, environmental
service and project management, for total consideration of $6,527, of which $5,600 was paid upon closing and $927 is payable contingent
upon the acquired business meeting certain operational targets in 2016 and 2017. Magic and the seller hold mutual call and put
options respectively for the remaining 30% interest in Infinigy. Due to the put option, the Group recorded a financial liability
in an amount of $3,590 as of the acquisition date. As of December 31, 2018, the financial liability due to the put option granted
to non-controlling interests in Infinigy was recorded at a value of $5,234. Acquisition-related costs were immaterial. The acquisition
was accounted for under the purchase method.
The
results of operations were included in the consolidated financial statements of the Group commencing July 1, 2015.
The
following table summarizes the estimated fair values of the assets acquired and liabilities at the date of acquisition:
Net assets, excluding cash acquired | |
$ | 1,182 | |
Non-controlling interests | |
| (3,590 | ) |
Intangible assets | |
| 3,675 | |
Goodwill | |
| 5,260 | |
| |
| | |
Total assets acquired, net of acquired cash | |
$ | 6,527 | |
In
July 2016, Magic paid the seller $534 with respect to the acquired business meeting certain of its 2016 operational targets. In
2017, the acquired business did not meet its operational targets and therefore as of December 31, 2017, the seller is not entitled
to any additional contingent payments.
| c. | Acquisition
of Roshtov Software Industries Ltd. |
On
July 11, 2016 Magic acquired a 60% interest in Roshtov Software Industries Ltd. ("Roshtov"), an Israeli-based software
company that is a market leader in Israel in patient record information systems, for a total cash consideration of $20,550, which
was paid upon closing. The purchaser and the seller hold mutual call and put options respectively for the remaining 40% interest
in Roshtov. Due to the put option, the Group recorded a financial liability in an amount of $14,012 as of the acquisition date.
As of December 31, 2018, the financial liability due to the put option granted to non-controlling interests in Rosh-Tov was recorded
an amount of $14,408. Acquisition-related costs were immaterial. The acquisition was accounted for under the purchase method.
The
results of operations were included in the consolidated financial statements of the Group commencing July 2016.
The
following table summarizes the estimated fair values of the assets acquired and assumed liabilities at the date of acquisition:
Net assets, excluding cash acquired | |
$ | 15 | |
Non-controlling interests | |
| (14,012 | ) |
Intangible assets | |
| 22,439 | |
Deferred tax liabilities | |
| (5,610 | ) |
Goodwill | |
| 17,718 | |
| |
| | |
Total assets acquired, net of acquired cash | |
$ | 20,550 | |
| d. | Acquisition
of Shavit Software (2009) Ltd. |
On
October 31, 2016 Magic acquired a 100% equity interest in Shavit Software (2009) Ltd., an Israeli-based company that specializes
in software professional and outsourced management services, for total consideration of $6,836, of which $4,699 was paid upon
closing, $2,137 (measured based on present value) was allocated to a deferred payment and contingent payment upon the acquired
business meeting certain operational targets in 2017. Magic's management believes the acquisition will broaden its professional
service offering to its existing and new customers in Israel. Acquisition-related costs were immaterial. The acquisition was accounted
for under the purchase method.
The
results of operations were included in the consolidated financial statements of the Group commencing November 1, 2016.
The
following table summarizes the estimated fair values of the assets acquired and assumed liabilities at the date of acquisition:
Net assets, excluding cash acquired | |
$ | 533 | |
Intangible assets | |
| 3,489 | |
Deferred tax liabilities | |
| (871 | ) |
Goodwill | |
| 3,685 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 6,836 | |
During
the years ended December 31, 2017 and 2018, Magic paid the seller $924 and $2,535, respectively, with respect to deferred and
contingent payments as mutually agreed between the parties.
| e. | Other
acquisitions by Magic in 2016, 2017 and 2018 |
During
each of the years ended December 31, 2016, 2017 and 2018, Magic acquired additional activities whose influence on the financial
statements of the Group was immaterial, for total consideration of $8,884, $1,050 and $588, respectively.
The
following table summarizes the provisional estimated fair values of the assets acquired and assumed liabilities at the date of
acquisition:
| |
December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Net assets, excluding cash acquired | |
$ | 306 | | |
$ | (1,822 | ) | |
$ | 2,174 | |
Non-controlling interests | |
| - | | |
| - | | |
| (1,209 | ) |
Intangible assets | |
| 23 | | |
| 1,149 | | |
| 2,370 | |
Deferred tax liabilities | |
| - | | |
| - | | |
| (493 | ) |
Goodwill | |
| 259 | | |
| 1,723 | | |
| 6,042 | |
| |
| | | |
| | | |
| | |
Total assets acquired net of acquired cash | |
$ | 588 | | |
$ | 1,050 | | |
$ | 8,884 | |
| a. | Acquisition
of Programa Logistics Systems Ltd. |
On
March 30, 2016, Matrix acquired a 60% interest in Programa Logistics Systems Ltd. ("Programa"), for total consideration
of NIS 7,295 (approximately $1,937). In addition, the sellers may be eligible for future consideration valued, on the acquisition
date, at NIS 1,144 ($304) which is contingent upon the acquired business meeting certain operational targets in the years
2016-2018. Programa, an Israeli company, is a provider of advisory services and design and development of solutions in supply
chain, production and logistics. Matrix and the seller hold mutual options to purchase and sell (respectively) the remaining 40%
interest in Programa. Due to the put option, the Group recorded a financial liability in an amount of $2,471 as of the acquisition
date. As of December 31, 2018, the financial liability due to the put option granted to non-controlling interests in Programa
was recorded at a value of $2,588. Acquisition-related costs were
immaterial. The acquisition was accounted for under the purchase method.
The
following table summarizes the estimated fair values of the assets acquired and assumed liabilities at the date of acquisition:
Net assets | |
$ | 267 | |
Non-controlling interests | |
| (2,471 | ) |
Intangible assets | |
| 1,216 | |
Goodwill | |
| 3,229 | |
| |
| | |
Total assets acquired | |
$ | 2,241 | |
| b. | Acquisition
of Network Infrastructure Technologies Inc. |
On
October 4, 2016, Exzac Inc. a wholly owned subsidiary of Matrix, completed the acquisition of a 60% interest in Network Infrastructure
Technologies Inc. ("NIT") for a cash consideration of $6,750. NIT, a U.S based company, mainly provides IT help desk
services to the healthcare and finance sectors for managing their information systems. Matrix and the seller hold mutual call
and put options respectively for the remaining 40% interest in NIT. Due to the put option, the Group recorded a financial liability
in an amount of $3,968 as of the acquisition date. As of December 31, 2018, the financial liability due to the put option granted
to non-controlling interests in NIT was recorded at a value of $4,799. Acquisition-related costs were immaterial. The acquisition
was accounted for under the purchase method.
The
following table summarizes the estimated fair values of the assets acquired and assumed liabilities at the date of acquisition:
Net assets | |
$ | 391 | |
Non-controlling interests | |
| (3,968 | ) |
Intangible assets | |
| 2,138 | |
Deferred tax liabilities | |
| (855 | ) |
Goodwill | |
| 9,044 | |
| |
| | |
Total assets acquired | |
$ | 6,750 | |
| c. | Acquisition
of Second to none solutions Inc. |
On
November 8, 2016, Xtivia Technologies Inc., a wholly owned subsidiary of Matrix, completed the acquisition of a 55% interest in
Second to none solutions Inc. ("Stons") for a consideration of $287 paid in cash. Stons is a certified distributer of
IBM products to U.S federal and enterprise customers. Matrix and the seller hold mutual options to purchase and sell (respectively)
additional 30% interest in Stons. Due to the put option, the Group recorded a financial liability in an amount of $2,184 on the
acquisition date. In addition, the sellers may be eligible for future consideration valued, on the acquisition date, at $514 which
is contingent upon the acquired business meeting certain
operational targets in the years 2017-2019. As of December 31, 2018, the financial liability due to the put option granted to
non-controlling interests in Stons was recorded at a value of $1,880. Acquisition-related costs were immaterial. The acquisition
was accounted for under the purchase method.
The
following table summarizes the estimated fair values of the assets acquired and assumed liabilities at the date of acquisition:
Intangible assets | |
$ | 909 | |
Non-controlling interests | |
| (2,184 | ) |
Deferred tax liabilities | |
| (311 | ) |
Goodwill | |
| 2,387 | |
| |
| | |
Total assets acquired | |
$ | 801 | |
| d. | Acquisition
of Aviv Management Engineering Systems Ltd. |
On
December 27, 2016, Matrix completed the acquisition of an 85% interest in Aviv Management Engineering Systems Ltd. ("Aviv")
for cash consideration of NIS 19,699 (approximately $5,123). In addition, the sellers may be eligible for future consideration
valued, on the acquisition date, at NIS 1,200 (approximately $313), which is contingent upon the acquired business meeting
certain operational targets in the years 2017-2019. Aviv provides management consulting and multidisciplinary engineering consulting
focusing in four areas of expertise: environmental planning, project management, urban and physical planning and management consulting.
Matrix and the seller hold mutual options to acquire and sell (respectively) the remaining 15% interest in Aviv. Due to the put
option, the Group recorded a financial liability of NIS 5,714 (approximately $1,486) on the acquisition date. As of December
31, 2018, the financial liability due to the put option granted to non-controlling interests in Aviv was recorded at value of
$2,034. Acquisition-related costs were immaterial. The acquisition was accounted for under the purchase method.
The
following table summarizes the estimated fair values of the assets acquired and assumed liabilities at the date of acquisition:
Net assets | |
$ | (1,338 | ) |
Non-controlling interests | |
| (1,486 | ) |
Intangible assets | |
| 2,051 | |
Deferred tax liabilities | |
| (472 | ) |
Goodwill | |
| 6,681 | |
| |
| | |
Total assets acquired | |
$ | 5,436 | |
| e. | Acquisition
of Alius Group Inc |
In
January 2018, Matrix acquired 50.1% of the share capital of Alius consulting group, a U.S.-based company headquartered in New
York, for an advance payment of approximately $3,268 in cash ($2,564 net of acquired cash), plus an additional $3,000 to be paid
in two years. Under the terms of the acquisition, Matrix and the seller held mutual options to purchase and sell (respectively)
the remaining shares within two years following the closing date under the agreement. In November 2018, Matrix acquired the remaining
49.9% of the share capital of Alius for additional and final consideration of $13,802. Alius is a global consulting financial
firm that provides advisory services in the area of regulatory, risk and compliance in the U.S financial markets.
The
following table summarizes the estimated fair values of the acquired assets and assumed liabilities, with reference to the acquisition
as of the acquisition date:
Net assets | |
$ | (4 | ) |
Intangible assets | |
| 2,986 | |
Deferred taxes | |
| (806 | ) |
Goodwill | |
| 14,190 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 16,366 | |
| f. | Acquisition
of Pleasant Valley Business Solutions, LLC. |
In
March 2018 Matrix acquired 100% of the share capital of Pleasant Valley Business Solutions, or PVBS, a U.S company, for cash
consideration of approximately $7,590 (or $5,489 net of acquired cash). In addition, the seller may be entitled to receive
performance-based payments, estimated on the date of the transaction at $2,819, relating to achievement of profitability
targets over three years (2018-2020) and up to $6,500. The estimated fair value of the contingent consideration as of the
acquisition date was $2,828. PVBS is engaged in the implementation and assimilation of ERP systems for U.S government
suppliers.
The
following table summarizes the estimated fair values of the assets acquired and assumed liabilities, with reference to the acquisition
as of the acquisition date:
Net assets | |
$ | (834 | ) |
Intangible assets | |
| 1,867 | |
Deferred taxes | |
| (507 | ) |
Goodwill | |
| 7,791 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 8,317 | |
| g. | Acquisition
of Cambium (2014) Ltd. |
In
July, 2018, Matrix acquired 55% of the share capital of Cambium (2014) Ltd. for NIS 3,022 in cash (approximately $830) or NIS
2,625 net of acquired cash (approximately $721 net of acquired cash). Matrix and the seller hold mutual options to purchase and
sell (respectively) 15% of the remaining share capital of Cambium. Due to the put option, the Group recorded a financial liability
in an amount of NIS 870 (approximately $239) as of the acquisition date. As of December 31, 2018, the financial liability due
to the put option granted to non-controlling interests in Cambium was recorded at a value of $291.
The
following table summarizes the estimated provisional (1) fair values of the acquired assets and assumed liabilities,
with reference to the acquisition as of the acquisition date:
Net assets | |
$ | (8 | ) |
Intangible assets | |
| 282 | |
Deferred taxes | |
| (65 | ) |
Non-controlling interests | |
| (239 | ) |
Goodwill | |
| 751 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 721 | |
| (1) | The
estimated fair values of the tangible and intangible assets referring to acquisition
which were made in 2018 are provisional and are based on information that was available
as of the acquisition date to estimate the fair value of these amounts. The Group's
management believes the information provides a reasonable basis for estimating the fair
values of these amounts, but is waiting for additional information necessary to finalize
those fair values. Therefore, provisional measurements of fair value reflected are subject
to change. The Group expects to finalize the tangible and intangible assets valuation
and complete the acquisition accounting as soon as practicable but no later than the
measurement period. |
| h. | Acquisition
of Integrity Software 2011 Ltd. |
In
July, 2018, Matrix acquired 65% of the share capital of Integrity Software 2011 Ltd., an Israeli based company providing software
solutions to the enterprise sector in Israel in the fields of software security, IT infrastructure and virtualization, for approximately
NIS 9,000 (approximately $2,454) in cash or NIS 4,881 (approximately $1,330) net of acquired cash. In addition, the seller may
be entitled to performance-based payment capped at NIS 4,000 (approximately $1,091), estimated on the date of the transaction
at NIS 823 (approximately $224), relating to achievement of certain profitability targets for the years 2019-2021. Matrix and
the seller hold mutual options to purchase and sell (respectively) 10% of the remaining share capital of Integrity. Due to the
put option, the Group recorded a financial liability in an amount of NIS 1,167 (approximately $318) as of the acquisition date.
As of December 31, 2018, the financial liability due to the put option granted to non-controlling interests in Integrity was recorded
at a value of $333.
The
following table summarizes the estimated provisional (1) fair values of the acquired assets and assumed liabilities,
with reference to the acquisition as of the acquisition date:
Net assets | |
$ | (1,131 | ) |
Intangible assets | |
| 1,316 | |
Deferred taxes | |
| (303 | ) |
Non-controlling interests | |
| (318 | ) |
Goodwill | |
| 1,990 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 1,554 | |
| (1) | The
estimated fair values of the tangible and intangible assets referring to acquisition
which were made in 2018 are provisional and are based on information that was available
as of the acquisition date to estimate the fair value of these amounts. The Group's
management believes the information provides a reasonable basis for estimating the fair
values of these amounts, but is waiting for additional information necessary to finalize
those fair values. Therefore, provisional measurements of fair value reflected are subject
to change. The Group expects to finalize the tangible and intangible assets valuation
and complete the acquisition accounting as soon as practicable but no later than the
measurement period. |
| i. | Acquisition
of Noah Technologies Ltd. |
In
November 2018, Matrix acquired 100% of the share capital of Noah Technologies Ltd, an Israeli based company providing engineering
solutions, computerized catalogs and IT professional services, for approximately NIS 6,000 (approximately $1,626) in cash or NIS
4,161 (approximately $1,127) net of acquired cash. In addition, the seller may be entitled to performance-based payments capped
at NIS 4,000 (approximately $1,084), estimated on the date of the transaction at NIS 1,216 (approximately $330), relating to achievement
of certain profitability targets for the years 2019-2021.
The
following table summarizes the estimated provisional (1) fair values of the acquired assets and assumed liabilities,
with reference to the acquisition as of the acquisition date:
Net assets | |
$ | (473 | ) |
Intangible assets | |
| 580 | |
Deferred taxes | |
| (133 | ) |
Goodwill | |
| 1,485 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 1,459 | |
| (1) | The
estimated fair values of the tangible and intangible assets referring to acquisition
which were made in 2018 are provisional and are based on information that was available
as of the acquisition date to estimate the fair value of these amounts. The Group's management
believes the information provides a reasonable basis for estimating the fair values of
these amounts, but is waiting for additional information necessary to finalize those
fair values. Therefore, provisional measurements of fair value reflected are subject
to change. The Group expects to finalize the tangible and intangible assets valuation
and complete the acquisition accounting as soon as practicable but no later than the
measurement period. |
| a. | Acquisition
of Effective Solutions Ltd. |
In
November 2018, Michpal acquired 80% of the share capital of Effective Solutions Ltd., an Israeli based service provider of
consulting services in the fields of operational cost savings and procurement, as well as salary control and monitoring. The
aggregate purchase price for the 80% interest was NIS 24,000 (approximately $6,516) in cash. In addition, Michpal and the
seller hold mutual call and put options, respectively, for the remaining 20% interest in Effective Solutions. Due to the put
option, the Group recorded a financial liability in an amount of NIS 2,841 (approximately $758) as of the acquisition date.
As of December 31, 2018, the financial liability due to the put option granted to non-controlling interests in Effective
Solutions remained at value of $758.
The
results of operations were included in the consolidated financial statements of the Group commencing November 1, 2018.
The
following table summarizes the provisional (1) estimated fair values of the assets acquired and liabilities at the
date of acquisition:
Net assets | |
$ | 439 | |
Non-controlling interests | |
| (269 | ) |
Intangible assets | |
| 739 | |
Deferred tax liability | |
| (170 | ) |
Goodwill | |
| 5,434 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 6,173 | |
| (1) | The
estimated fair values of the tangible and intangible assets referring to acquisition
which were made in 2018 are provisional and are based on information that was available
as of the acquisition date to estimate the fair value of these amounts. The Group's
management believes the information provides a reasonable basis for estimating the fair
values of these amounts, but is waiting for additional information necessary to finalize
those fair values. Therefore, provisional measurements of fair value reflected are subject
to change. The Group expects to finalize the tangible and intangible assets valuation
and complete the acquisition accounting as soon as practicable but no later than the
measurement period. |
|
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Marketable Securities
|
12 Months Ended |
Dec. 31, 2018 |
Marketable Securities [Abstract] |
|
MARKETABLE SECURITIES |
NOTE
5:- MARKETABLE SECURITIES
The
Group invests in marketable debt instruments which were measured at fair value through profit or loss, and in marketable
debt instruments, which are measured at fair value through other comprehensive income. The following is a summary of the
Group’s marketable securities:
| |
December 31, | |
| |
2018 | | |
2017 | |
Short-term: | |
| | |
| |
Fair value through profit or loss (1) | |
| 1,156 | | |
| 1,209 | |
Fair value through other comprehensive income | |
| 8,757 | | |
| 12,929 | |
Total short-term marketable securities | |
$ | 9,913 | | |
$ | 14,138 | |
| |
| | | |
| | |
Total marketable securities | |
$ | 9,913 | | |
$ | 14,138 | |
| (1) | The
Group recognized gains (losses) from marketable securities classified as held for trading
(until December 31, 2017) or debt instruments measured at fair value through profit
or loss (commencing from January 1, 2018) in amounts of $136, ($149) and $53 during the
years ended December 31, 2016, 2017 and 2018, respectively. |
| b. | The
following is a summary of debt instruments which the Group measures at fair value through
other comprehensive income: |
| |
December 31, | |
| |
2018 | | |
2017 | |
| |
Amortized cost | | |
Unrealized losses | | |
Unrealized Gains | | |
Market value | | |
Amortized cost | | |
Unrealized losses | | |
Unrealized gains | | |
Market Value | |
Commercial bonds | |
$ | 8,851 | | |
$ | (94 | ) | |
| - | | |
$ | 8,757 | | |
$ | 12,987 | | |
$ | (58 | ) | |
$ | - | | |
$ | 12,929 | |
In
2016, 2017 and 2018, the Group received proceeds from sales and maturity of debt instruments at fair value through other comprehensive
income of $16,541, $39,594 and $4,000 and recorded related net gains (losses) of ($16), $94 and $0 in profit or loss under financial
income (expenses), respectively.
The
amortized costs of debt instruments at fair value through other comprehensive income as of December 31, 2018, by contractual maturities,
are shown below:
| |
Amortized | | |
Unrealized gains (losses) | | |
Market | |
| |
cost | | |
Gains | | |
Losses | | |
value | |
| |
| | |
| | |
| | |
| |
Due within one year | |
$ | 3,326 | | |
$ | - | | |
$ | (21 | ) | |
$ | 3,305 | |
Due after one year through three years | |
$ | 5,525 | | |
$ | - | | |
$ | (73 | ) | |
$ | 5,452 | |
| |
$ | 8,851 | | |
$ | - | | |
$ | (94 | ) | |
$ | 8,757 | |
The
following is the change in the gross other comprehensive income from marketable securities during 2017 and 2018:
| |
Other
comprehensive
income | |
| |
| |
Other comprehensive income from debt instruments at fair value through other comprehensive income as of January 1, 2017 | |
| 167 | |
| |
| | |
Unrealized gain from available-for-sale securities | |
| 188 | |
Realized gain reclassified into profit or loss | |
| (94 | ) |
Other comprehensive income from debt instruments at fair value through other comprehensive income as of December 31, 2017 | |
$ | 261 | |
| |
| | |
Unrealized loss from debt instruments at fair value through other comprehensive income | |
| (37 | ) |
| |
| | |
Other comprehensive income from debt instruments at fair value through other comprehensive income as of December 31, 2018 | |
$ | 224 | |
|
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Prepaid Expenses and Other Accounts Receivable
|
12 Months Ended |
Dec. 31, 2018 |
Other Accounts Receivable and Prepaid Expenses [Abstract] |
|
PREPAID EXPESNES AND OTHER ACCOUNTS RECEIVAVABLE |
NOTE 6:- PREPAID EXPESNES AND OTHER ACCOUNTS RECEIVAVABLE
| |
December 31, | |
| |
2018 | | |
2017 | |
Government departments | |
$ | 12,318 | | |
$ | 16,494 | |
Employees | |
| 426 | | |
| 619 | |
Prepaid expenses and advances to suppliers | |
| 25,161 | | |
| 26,597 | |
Restricted deposits | |
| 408 | | |
| 11 | |
Related Parties | |
| 197 | | |
| 273 | |
Receivables in respect of an embedded derivative transaction | |
| 354 | | |
| - | |
Other | |
| 1,533 | | |
| 910 | |
Total | |
$ | 40,397 | | |
$ | 44,904 | |
|
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Fair Value Measurement
|
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Dec. 31, 2018 |
Fair Value Measurement [Abstract] |
|
FAIR VALUE MEASUREMENT |
Note 7:- Fair
value measurement
In determining fair value,
the Group utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs
to the extent possible and considers counterparty credit risk in its assessment of fair value.
The Group's financial
assets and liabilities measured at fair value on a recurring basis, including accrued interest components, consisted of the following
types of instruments as of December 31, 2017 and 2018:
| |
Fair value measurements | |
| |
December 31, 2018 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets: | |
| | |
| | |
| | |
| |
Marketable debt securities designated at fair value through profit or loss (Note 5): | |
$ | - | | |
$ | 1,156 | | |
$ | - | | |
$ | 1,156 | |
Marketable debt securities measured at fair value through other comprehensive income (Note 5): | |
| - | | |
| 8,757 | | |
| - | | |
| 8,757 | |
Receivables in respect of an embedded derivative transaction | |
| - | | |
| - | | |
| 354 | | |
| 354 | |
Dividend preference derivative in TSG (1) | |
| - | | |
| - | | |
| 2,733 | | |
| 2,733 | |
| |
| | | |
| | | |
| | | |
| | |
Total financial assets | |
$ | - | | |
$ | 9,913 | | |
$ | 3,087 | | |
$ | 13,000 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Put options of non-controlling
interests (2) | |
$ | - | | |
$ | - | | |
$ | 56,599 | | |
$ | 56,599 | |
Contingent
consideration (2) | |
| - | | |
| - | | |
| 7,047 | | |
| 7,047 | |
| |
| | | |
| | | |
| | | |
| | |
Total financial liabilities | |
$ | - | | |
$ | - | | |
$ | 63,646 | | |
$ | 63,646 | |
| |
Fair value measurements | |
| |
December 31, 2017 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets: | |
| | |
| | |
| | |
| |
Marketable debt securities designated at fair value through profit or loss (Note 5): | |
$ | - | | |
$ | 1,209 | | |
$ | - | | |
$ | 1,209 | |
Marketable debt securities measured at fair value through other comprehensive income (Note 5): | |
| - | | |
| 12,929 | | |
| - | | |
| 12,929 | |
Dividend preference derivative in TSG(1)
(Note 8): | |
| - | | |
| - | | |
| 2,400 | | |
| 2,400 | |
| |
| | | |
| | | |
| | | |
| | |
Total financial assets | |
$ | - | | |
$ | 14,138 | | |
$ | 2,400 | | |
$ | 16,538 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Put options of non-controlling interests (2) | |
$ | - | | |
$ | - | | |
$ | 52,876 | | |
$ | 52,876 | |
Contingent consideration (2) | |
| - | | |
| - | | |
| 6,345 | (*) | |
| 6,345 | (*) |
| |
| | | |
| | | |
| | | |
| | |
Total financial liabilities | |
$ | - | | |
$ | - | | |
$ | 59,221 | (*) | |
$ | 59,221 | (*) |
| (1) | The fair value of dividend preference derivative in TSG
was estimated using the Monte-Carlo simulation technique. |
| (2) | The fair value of put options of non-controlling interests
and contingent consideration was determined based on the present value of the future expected cash flow. |
| (*) | Adjustment to comparative data |
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Investments in Companies Accounted for at Equity Method
|
12 Months Ended |
Dec. 31, 2018 |
Investments in Companies Accounted for at Equity Method [Abstract] |
|
INVESTMENTS IN COMPANIES ACCOUNTED FOR AT EQUITY METHOD |
Note 8:-
Investments in companies accounted for at equity METHOD
| a. | The following is a summary of the Group's investments in companies accounted for at equity: |
| |
December 31, | |
| |
2018 | | |
2017 | |
| |
| | |
| |
Affiliated company | |
| 27 | | |
| 55 | |
| |
| | | |
| | |
Joint venture – TSG (see Note 4(i)(a)) | |
| 25,683 | | |
| 25,260 | |
| |
| | | |
| | |
| |
| 25,710 | | |
| 25,315 | |
| b. | The Company holds a 50% share in TSG, a joint venture engaged in the fields of command and control
systems, intelligence, homeland security and cyber security. The Company's interest in TSG is accounted for using the equity
method in the consolidated financial statements. |
The following
is the composition of the Company's investment in TSG:
| |
December 31, | |
| |
2018 | | |
2017 | |
Shares | |
| 18,014 | | |
| 17,591 | |
Capital notes | |
| 7,669 | | |
| 7,669 | |
| |
| 25,683 | | |
| 25,260 | |
| |
| | | |
| | |
Dividend preference derivative in TSG (1) | |
| 2,733 | | |
| 2,400 | |
| |
| | | |
| | |
Goodwill | |
| 9,836 | | |
| 9,836 | |
(1) | Dividend preference derivative in TSG is included in Group's long term prepaid expenses and
other accounts receivable and is accounted for at fair value through to profit or loss. |
| c. | The following table summarizes activity related to the Company's investment in TSG: |
January 1, 2016 | |
$ | - | |
Acquisition of shares | |
| 16,004 | |
Investment in capital notes | |
| 7,669 | |
Company's share of profit | |
| 349 | |
December 31, 2016 | |
$ | 24,022 | |
| |
| | |
Company's share of profit | |
| 1,134 | |
Company's share of other comprehensive income | |
| 104 | |
December 31, 2017 | |
$ | 25,260 | |
| |
| | |
Company's share of profit | |
| 365 | |
Company's share of other comprehensive income | |
| 58 | |
December 31, 2018 | |
$ | 25,683 | |
| d. | Summarized financial information of TSG: |
| (i) | Summarized statement of financial position as of December 31, 2017 and 2018 (as presented in TSG's
financial statements): |
| |
December 31, | |
| |
2018 | | |
2017 | |
Current assets | |
| 39,101 | | |
| 34,137 | |
Noncurrent assets (1) | |
| 1,498 | | |
| 1,746 | |
Current liabilities | |
| (22,152 | ) | |
| (20,311 | ) |
Noncurrent liabilities | |
| (3,750 | ) | |
| (4,426 | ) |
Equity | |
| 14,697 | | |
| 11,146 | |
Company's share in TSG | |
| 50 | % | |
| 50 | % |
| |
| 7,349 | | |
| 5,573 | |
Excess cost of intangible assets net of deferred tax | |
| 8,498 | | |
| 9,851 | |
Goodwill | |
| 9,836 | | |
| 9,836 | |
Company's carrying amount of the investment in TSG | |
| 25,683 | | |
| 25,260 | |
| (1) | Not including balance of goodwill in an amount of $19,006
as of December 31, 2017 and 2018. |
| (ii) | Summarized operating results of TSG for the years
ended December 31, 2017 and 2018 (as presented in TSG's financial statements): |
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Revenues | |
| 66,154 | | |
| 66,816 | | |
| 38,648 | |
Net income | |
| 3,437 | | |
| 4,938 | | |
| 2,744 | |
Other comprehensive income | |
| 116 | | |
| 208 | | |
| - | |
| |
| | | |
| | | |
| | |
Total comprehensive income | |
| 3,553 | | |
| 5,146 | | |
| 2,744 | |
| |
| | | |
| | | |
| | |
Company's share in TSG | |
| 50 | % | |
| 50 | % | |
| 50 | % |
Company's share of total comprehensive income before amortization of excess cost of intangible assets net of tax | |
| 1,776 | | |
| 2,573 | | |
| 1,372 | |
Amortization of excess cost of intangible assets net of tax | |
| (1,353 | ) | |
| (1,335 | ) | |
| (1,023 | ) |
Company's share of total comprehensive income | |
| 423 | | |
| 1,238 | | |
| 349 | |
| |
| | | |
| | | |
| | |
Company's share of other comprehensive income | |
| 58 | | |
| 104 | | |
| - | |
Company's share of profit | |
| 365 | | |
| 1,134 | | |
| 349 | |
| |
| 423 | | |
| 1,238 | | |
| 349 | |
|
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Property, Plants and Equipment, Net
|
12 Months Ended |
Dec. 31, 2018 |
Property, plant and equipment [abstract] |
|
PROPERTY, PLANTS AND EQUIPMENT, NET |
NOTE
9:- PROPERTY, PLANTS AND EQUIPMENT, NET
| |
December
31, | |
| |
2018 | | |
2017 | |
Cost: | |
| | |
| |
Computers, software,
furniture and equipment | |
$ | 86,122 | | |
$ | 80,888 | |
Motor vehicles | |
| 1,631 | | |
| 1,659 | |
Buildings | |
| 1,833 | | |
| 1,833 | |
Leasehold
improvements | |
| 23,975 | | |
| 22,080 | |
| |
| 113,561 | | |
| 106,460 | |
Accumulated depreciation: | |
| | | |
| | |
Computers, software, furniture and
equipment | |
$ | 70,401 | | |
$ | 64,604 | |
Motor vehicles | |
| 765 | | |
| 636 | |
Buildings | |
| 217 | | |
| 70 | |
Leasehold
improvements | |
| 12,996 | | |
| 11,343 | |
| |
| 84,379 | | |
| 76,653 | |
| |
| | | |
| | |
Depreciated
cost | |
$ | 29,182 | | |
$ | 29,807 | |
b. | Depreciation
expenses totaled $7,880, $9,598, and $10,480 for the years ended December 31, 2016, 2017
and 2018, respectively. |
|
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Intangible Assets, Net
|
12 Months Ended |
Dec. 31, 2018 |
Intangible Assets, Net [Abstract] |
|
INTANGIBLE ASSETS, NET |
NotE 10:- Intangible
Assets, Net
| a. | Intangible assets, net, are comprised of the following
as of the below dates: |
| |
December 31, | |
| |
2018 | | |
2017 | |
Original amounts: | |
| | |
| |
Capitalized Software costs | |
$ | 197,685 | | |
$ | 196,523 | |
Customer relationship | |
| 138,480 | | |
| 133,220 | |
Acquired technology | |
| 84,245 | | |
| 75,672 | |
Backlog and non-compete agreement | |
| 6,781 | | |
| 6,063 | |
Other intangibles | |
| 4,171 | | |
| 4,510 | |
Patent | |
| 1,280 | | |
| 1,385 | |
| |
| 432,642 | | |
| 417,373 | |
Accumulated amortization: | |
| | | |
| | |
Capitalized Software costs | |
| 148,845 | | |
| 142,019 | |
Customer relationship | |
| 78,470 | | |
| 65,705 | |
Acquired technology | |
| 44,831 | | |
| 35,466 | |
Backlog and non-compete agreement | |
| 6,105 | | |
| 5,837 | |
Other intangibles | |
| 3,779 | | |
| 3,890 | |
Patent | |
| 566 | | |
| 473 | |
| |
| 282,596 | | |
| 253,390 | |
| |
| | | |
| | |
Total | |
$ | 150,046 | | |
$ | 163,983 | |
| |
| | | |
| | |
| b. | Amortized expenses totaled $24,490, $34,048 and $38,254
for the years ended December 31, 2016, 2017 and 2018, respectively. |
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Goodwill
|
12 Months Ended |
Dec. 31, 2018 |
Goodwill [Abstract] |
|
GOODWILL |
Note
11:- Goodwill
The changes in the carrying
amount of goodwill for the years ended December 31, 2017 and 2018 were as follows:
Balance as of January 1, 2017 | |
$ | 495,362 | |
| |
| | |
Acquisition of subsidiaries | |
| 94,851 | |
Classifications | |
| 1,105 | |
Foreign currency translation adjustments | |
| 25,954 | |
| |
| | |
Balance as of December 31, 2017 | |
| 617,272 | |
Acquisition of subsidiaries | |
| 43,394 | |
Classifications | |
| (18 | ) |
Foreign currency translation adjustments | |
| (19,793 | ) |
| |
| | |
Balance as of December 31, 2018 | |
$ | 640,855 | |
The Company
performed annual impairment tests during the fourth quarter of 2018 and did not identify any impairment losses (see Note 2(21)).
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Short Term Liabilities to Banks and Others
|
12 Months Ended |
Dec. 31, 2018 |
Short Term Liabilities to Banks and Others [Abstract] |
|
SHORT TERM LIABILITIES TO BANKS AND OTHERS |
Note 12:-
short term Liabilities to banks and others
| |
December 31, | |
| |
| |
| |
2018 | |
| |
| | |
| |
| |
Interest
rate | |
| |
December
31, | |
| |
% | |
Currency | |
2018 | | |
2017 | |
| |
| |
| |
| | |
| |
Bank
credit | |
2-3.1 | |
NIS | |
$ | 736 | | |
$ | 947 | |
Bank
credit | |
US Prime -0.2 | |
USD | |
| 2,362 | | |
| 2,125 | |
Short-term
bank loans | |
1.7-2.5 | |
NIS | |
| 1,068 | | |
| 22,910 | |
Current
maturities of long-term loans from banks and other financial institutions (Note 14) | |
2.5-5.81 | |
NIS | |
| 65,453 | | |
| 42,839 | |
Current
maturities of long-term loans from banks (Note 14) | |
Libor +2.2 | |
NIS (Linked to USD) | |
| 836 | | |
| 862 | |
Short-term
interest on long-term loans from other financial institutions(1) | |
2.6-5.5 | |
NIS | |
| 725 | | |
| 1,136 | |
Total | |
| |
| |
$ | 71,180 | | |
$ | 70,819 |
|
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Other Accounts Payable
|
12 Months Ended |
Dec. 31, 2018 |
Other Accounts Payable [Abstract] |
|
OTHER ACCOUNTS PAYABLE |
Note 13:-
other accounts payable
| |
December 31, | |
| |
2018 | | |
2017 | |
Government institutions | |
$ | 29,485 | | |
$ | 29,816 | |
Accrued royalties to the IIA (see Note 19f) | |
| 843 | | |
| 276 | |
Accrued expenses and other current liabilities | |
| 23,641 | | |
| 23,053 | |
Total | |
$ | 53,969 | | |
$ | 53,145 | |
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Long Term Liabilities to Banks and Others
|
12 Months Ended |
Dec. 31, 2018 |
Long Term Liabilities to Banks and Others [Abstract] |
|
LONG TERM LIABILITIES TO BANKS AND OTHERS |
Note
14:- Long term Liabilities to Banks and Others
Interest
rate | |
Currency | |
Long-term
liabilities | | |
Current
maturities | | |
Total
long-term liabilities net of current maturities | | |
Total
long-term liabilities net of current maturities | |
% | |
| |
December
31, 2018 | | |
December 31,
2017 | |
| |
| |
| | |
| | |
| | |
| |
2.5-5.81 | |
NIS (Unlinked) | |
$ | 203,150 | | |
| 65,453 | | |
| 137,697 | | |
$ | 132,753 | |
Libor +2.2 | |
NIS (Linked
to USD) | |
| 2,666 | | |
| 836 | | |
| 1,830 | | |
| 2,863 | |
| |
| |
$ | 205,816 | | |
| 66,289 | | |
| 139,527 | | |
$ | 135,616 | |
| i) | In November 2016, Magic obtained a loan in an amount of $31,356, linked to the New Israel Shekel, from
an Israeli financial institution. The principal amount is payable in seven equal annual installments, with the final payment due
on November 2, 2023, and bears a fixed interest rate of 2.60% per annum, payable in two semi-annual payments. Under the terms of
the loan with the Israeli financial institution, Magic has undertaken to maintain certain financial covenants (see note 19 (c)(4)).
|
| ii) | On February 28, 2017, Sapiens (via its wholly-owned subsidiary, Sapiens Americas Corporation) entered
into a secured credit agreement, with HSBC Bank USA, National Association, for the acquisition of StoneRiver. Pursuant to the credit
agreement, Sapiens borrowed $40 million for a five-year term, at the rate of LIBOR plus 1.85%. Upon Sapiens' consummation
of a public offering and private placement of Sapiens' Series B Debentures in September 2017, Sapiens utilized the proceeds
|
| iii) | received from the sale of the debentures for repayment
of the entire outstanding term loan amount (including accrued interest) under the credit agreement with HSBC. |
| |
December
31, | |
| |
2018 | | |
2017 | |
First year (current maturities) | |
$ | 66,289 | | |
$ | 43,701 | |
Second year | |
| 47,731 | | |
| 53,645 | |
Third year | |
| 33,893 | | |
| 34,270 | |
Fourth year | |
| 30,776 | | |
| 19,066 | |
Fifth year
and thereafter | |
| 27,127 | | |
| 28,635 | |
Total | |
$ | 205,816 | | |
$ | 179,317 | |
| c. | Details
of liens, guarantees and credit facilities are described in Note 19. |
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Debentures
|
12 Months Ended |
Dec. 31, 2018 |
Debentures [Abstract] |
|
DEBENTURES |
NOTE
15:- DEBENTURES
The
Group's liabilities under debentures are attributable to debentures issued by Formula in September 2015, as well as debentures
issued by Sapiens in September 2017.
| |
Effective
Interest rate | |
Currency | |
Par
Value | | |
Unamortized
debt premium (discount) and issuance costs, net | | |
Current
maturities | | |
Total
long-term debentures, net of current maturities | | |
Short-term
accrued interest | | |
Total
short-term and long-term debentures | |
| |
% | |
| |
December
31, 2018 | |
Formula's
Series A Secured Debentures (2.8%) | |
2.4 | |
NIS (Unlinked) | |
$ | 54,769 | | |
| 684 | | |
| 9,128 | | |
| 46,325 | | |
| 758 | | |
| 56,211 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Formula's
Series B Convertible Debentures (2.74%) | |
3.65 | |
NIS (Linked to fix rate of USD) | |
| 31,812 | | |
| (79 | ) | |
| 31,812 | | |
| - | | |
| 2,971 | | |
| 34,704 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sapiens'
Series B Debentures (3.37%) | |
3.69 | |
NIS (Linked
to fix rate of USD) | |
| 79,185 | | |
| (710 | ) | |
| 9,898 | | |
| 68,577 | | |
| 1,334 | | |
| 79,809 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| |
| |
$ | 165,766 | | |
| (105 | ) | |
| 50,838 | | |
| 114,902 | | |
| 5,063 | | |
| 170,724 | |
| |
Effective
Interest rate | |
Currency | |
Par
Value | | |
Unamortized
debt premium (discount) and issuance costs, net | | |
Current
maturities | | |
Total
long-term debentures, net of current maturities | | |
Short-term
accrued interest | | |
Long-term
accrued interest | | |
Total
short-term and long-term debentures | |
| |
% | |
| |
December
31, 2017 | |
Formula's
Series A Secured Debentures (2.8%) | |
3.07 | |
NIS (Unlinked) | |
$ | 25,810 | | |
| (209 | ) | |
| 3,687 | | |
| 21,914
| | |
| 357 | | |
| - | | |
| 25,958 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Formula's
Series B Convertible Debentures (2.74%) | |
3.65 | |
NIS (Linked to fix rate of USD) | |
| 31,871 | | |
| (400 | ) | |
| - | | |
| 31,471 | | |
| - | | |
| 2,073 | | |
| 33,544 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sapiens'
Series B Debentures (3.37%) | |
3.69 | |
NIS (Linked
to fix rate of USD) | |
| 79,185 | | |
| (904 | ) | |
| - | | |
| 78,281 | | |
| 782 | | |
| - | | |
| 79,063 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| |
| |
$ | 136,866 | | |
| (1,513 | ) | |
| 3,687 | | |
| 131,666
| | |
| 1,139 | | |
| 2,073 | | |
| 138,565 | |
During
the years ended December 31, 2017 and 2018, the Group recorded $2,441 and $5,165, respectively, of interest expenses, and $391 and
$289, respectively, as amortization of debt premium, discount and issuance costs, net in respect of the Group's debentures.
b. | Aggregate
principal annual payments of the debentures: |
| |
Repayment
amount | |
2019
(1) | |
| 30,376 | |
2020 | |
| 19,026 | |
2021 | |
| 19,026 | |
2022 | |
| 19,026 | |
2023 and thereafter | |
| 57,850 | |
Total | |
| 145,304 | |
(1) | Based
on the remaining outstanding Series B Convertible Debentures in the amount of $11,350,
which were not converted prior to their maturity on March 26, 2019 (see Note 23(f)).
|
On September
16, 2015, Formula concluded a public offering in Israel on the Tel-Aviv Stock Exchange (the "TASE") of (i) NIS 102.3
million par value of Series A Secured Debentures (the "Series A Secured Debentures") and (ii) NIS 125 million par
value of Series B Convertible Debentures that are linked to the US Dollar (based on the exchange rate on September 8, 2015 of 3.922)
(the " Series B Convertible Debentures"). Formula's debentures were offered and sold pursuant to a shelf prospectus
filed with the Israeli Securities Authority (the "ISA") and TASE on August 6, 2015, amended thereafter on September 3,
2015 and which term was extended in July 2017 until August 6, 2018. The public offering of the debentures was made only in Israel
and not to U.S. persons (as defined in Rule 902(k) under the Securities Act of 1933, as amended (the "Securities Act")),
in an overseas directed offering (as defined in Rule 903(b)(i)(ii) under the Securities Act), and was exempt from registration
under the Securities Act pursuant to the exemption provided by Regulation S thereunder. The sale of the debentures was not registered
under the Securities Act, and the debentures may not be offered or sold in the United States and/or to U.S. persons without registration
under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.
In accordance
with the indenture for the Series A Secured Debentures and Series B Convertible Debentures, Formula has undertaken to maintain
a number of conditions and limitations on the manner in which it operates its business, including limitations on its ability to
undergo a change of control, distribute dividends, incur a floating charge on the Company's assets, or undergo an asset sale or
other change that results in a fundamental change in the Company's operations, and to meet certain financial covenants (see Notes
19a and 19c(ii)).
| i) | Formula's
Series A Secured Debentures |
The
Series A Secured Debentures were issued at a purchase price equal to 100% of their par value and bear fixed annual interest
at a rate of 2.8% (which may vary based on the credit rating of the debentures), payable semi-annually. The proceeds of the
offering, before early commitment commission valued at $129 with respect to the units for which the qualified investors have
committed to subscribe, and issuance costs of $190, amounted to NIS 102,260 (approximately $26,295). The principal of
the Series A Secured Debentures, are denominated in NIS (not linked to any currency or index) and will be paid to
holders in eight equal annual installments commencing on July 2, 2017. Formula may redeem the Series A Secured Debentures or
any part thereof at its discretion after 60 days from their issuance date subject to certain conditions. In accordance with
the terms of the indenture related to the Series A Secured Debentures, the collateral will consist of a certain number of
shares of the Company's subsidiaries: Matrix, Magic and Sapiens (see Note 19a).
On January
31, 2018, the Company consummated a private placement to qualified investors in Israel, of an additional, aggregate NIS 150
million par value of Series A Secured Debentures at a price of NIS 1,034.7 for each NIS 1,000 principal amount. The aggregate
gross proceeds totaled NIS 155,205 (approximately $45,581), excluding issuance costs of $225. As a result of the private placement,
the total outstanding principal amount of the Series A Secured Debentures increased to approximately NIS 239,478 million (approximately
$70,331). The terms of the Series A Secured Debentures sold in the private placement are identical in all respects to those of
the Series A Secured Debentures sold in Formula's September 2015 public offering.
| ii) | Formula's
Series B Convertible Debentures |
Formula's
Series B Convertible Debentures were issued at a purchase price equal to 102% of their par value and bear fixed annual interest
at a rate of 2.74% (which may vary based on the credit rating of the debentures), and are to be repaid in one installment of principal
and interest upon maturity of the debentures on March 26, 2019 (at which time the accrued interest will constitute 10% of the principal
amount of Formula's Series B Convertible Debentures, in the aggregate). The proceeds of the offering, before early commitment
commission valued at $131 with respect to the units for which the qualified investors committed to subscribe, and issuance costs
of $236 amounted to NIS 127,500 (approximately $32,785). The principal of the Series B Convertible Debentures is subject to adjustment
based on changes in the exchange rate between the NIS and the dollar relative to the exchange rate on September 8, 2015 (3.922),
and will be repaid on March 26, 2019.
Formula's
Series B Convertible Debentures are convertible, at the election of each holder, into Formula's ordinary shares, from the date
of issuance and until March 10, 2019, at a conversion price of, as of the date of the issuance, NIS 157 par value of convertible
debentures per one share, adjusted in the event that the Company effects a share split or reverse share split, a rights offering,
a distribution of bonus shares or a cash dividend. As of December 31, 2017 and 2018, the adjusted conversion price to one share
was NIS 150.27542 par value and 147.54176 par value, respectively, following cash dividend distributions.
In compliance
with IAS 32, the Group identified and separated an equity component contained in Formula's Series B Convertible Debentures,
valued at $1,248 (included in additional paid in capital). Debt discount and issuance costs (approximately $367) were allocated
to the Formula's Series B Convertible Debentures discount and are amortized as financial expenses over the term of these
debentures due in 2019. Formula may not redeem the Series B Convertible Debentures or any part thereof at its discretion.
As
a result of conversions that were effected during 2018 and mainly 2019, prior to the maturity of the Series B Convertible Debentures
in March 2019, holders of Series B Convertible Debentures converted an aggregate principal par value amount of NIS 80,484 (of
which NIS 231.7 were converted in 2018) into 545,485 ordinary shares (of which 1,556 ordinary shares were issued in 2018), constituting
3.57% of Formula's issued and outstanding share capital (following those conversions). The remaining outstanding Series
B Convertible Debentures matured on March 26, 2019, and the remaining outstanding principal of NIS 44,516 (or $11,350) and interest
on those debentures of $1,135 were paid on that date.
| iii) | Formula's
Series C Secured Debentures |
On
March 31, 2019, Formula consummated a public offering in Israel of a new series of secured debentures - Series C Secured Debentures—
in an aggregate NIS 300,000 par value amount, at a price of NIS 1,000 for each unit of NIS 1,000 principal amount. The aggregate
gross proceeds from the public offering totaled NIS 298,500 (approximately $82,186). For further information, see Note 24 (a).
d. | Sapiens'
Series B Debentures |
In September
2017, Sapiens issued its unsecured Series B Debentures in an aggregate principal amount of NIS 280,000 (approximately $79,186),
linked to US dollars, payable in eight equal annual payments of $9,898 on January 1 of each of the years 2019 through 2026. The
outstanding principal amount of Sapiens' Series B Debentures will bear a fixed interest rate of 3.37% per annum, payable
on January 1 and July 1 of each of the years 2018 through 2025, with one final interest payment on January 1, 2026. Debt discount
and issuance costs were approximately $956, allocated to Sapiens' Series B Debentures discount and are amortized as financial
expenses over the term of the Series B Debentures due in 2026.
The first installment, in an amount of $9,898, was paid on January 1, 2019.
Sapiens'
Series B Debentures are listed for trading on the TASE. Sapiens'
Series B Debentures are unsecured and non-convertible. The interest rate payable on Sapiens' Series B Debentures may be increased
in the event that the debentures' rating is downgraded below a certain level.
In accordance
with the indenture for the Sapiens Series B Debentures, Sapiens has undertaken to maintain a number of conditions and limitations
on the manner in which it operates its business, including limitations on its ability to undergo a change of control, distribute
dividends, incur a floating charge on Sapiens' assets, or undergo an asset sale or other change that results in a fundamental
change in Sapiens' operations and to meet certain financial covenants (see Note 19c(iii)).
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Related Parties Transactions
|
12 Months Ended |
Dec. 31, 2018 |
Related party transactions [abstract] |
|
RELATED PARTIES TRANSACTIONS |
Note
16:- RELATED PARTies TRANSACTIONS
On
August 18, 2015, Sapiens completed the acquisition from Asseco, the parent company of Formula, of all issued and outstanding
shares of Insseco. Under the share purchase agreement for that acquisition, Asseco committed to assign all customer contracts
to Insseco that relate to the intellectual property that Sapiens acquired as part of the acquisition. In the event that
Asseco cannot obtain the consent of any customer to the assignment of its contract to Insseco, Asseco will hold that
customer's contract in trust for the benefit of Insseco. Under that arrangement, in 2016, Insseco invoiced Asseco in a
back-to-back manner for all invoices issued by Asseco on Insseco's behalf to customers under those contracts that were not
yet assigned by Asseco to Insseco. During the years ended December 31, 2016, 2017 and 2018, Asseco provided back office and
professional services and fixed assets to Insseco in amounts totaling approximately $1,900, $1,600 and $980,
respectively.
| b) | Services obtained from Asseco |
During the years ended December 31, 2017 and 2018, Asseco provided back-office services, professional
services and fixed assets to Sapiens' wholly-owned subsidiary, Sapiens Poland, in amounts totaling approximately $1,600 and
$980, respectively.
| c) | Services provided to Asseco |
During 2017
and 2018, Sapiens Poland performed services as a sub-contractor on behalf of Asseco for clients of Asseco in total amounts of approximately
$8,250 and $3,200, respectively. For historic reasons, Asseco issues invoices to those clients and then Sapiens in turn invoices
Asseco on a back-to-back basis.
| d) | During 2017 Matrix performed services as a sub-contractor on behalf of Asseco Denmark A.S., a subsidiary
of Asseco, in an amount totaling approximately €0.5 million ($564). |
| e) | Fees paid for board services in affiliates |
Sapiens paid
the Company approximately $28.6 and $25.0 in respect of its share of the director's fees of Mr. Guy Bernstein, its Chairman
and the Company's chief executive officer, for the years ended December 31, 2017 and 2018, respectively.
Matrix paid
the Company approximately $30.0 and $29.0 in respect of its share of the director's fees of Mr. Guy Bernstein, its Chairman
and the Company's chief executive office, for the years ended December 31, 2017 and 2018 respectively.
From time
to time, in the Group's ordinary course of business, the Group engages in non-material transactions between its subsidiaries
and affiliates where the amount involved in, and the nature of, the transactions are not material to any party to the transaction.
The Group believes that these transactions are made on an arms' length basis upon terms and conditions no less favorable
to the Group, its subsidiaries and affiliates, as it could obtain from unaffiliated third parties. If Group engages with its subsidiaries
and affiliates in transactions which are not in the ordinary course of business, the Group receives the approvals required under
the Companies Law. These approvals include audit committee approval, board approval and, in certain circumstances, shareholder
approval.
| g) | As of December 31, 2017 and 2018, the Group had trade payable balances due from its transactions with
Asseco, as detailed above, in amounts of approximately $150 and $0, respectively. In addition, as of December 31, 2017 and 2018, the Group had trade receivables balances due from its transactions with Asseco,
as detailed above, in amounts of approximately $1,038 and $955, respectively. |
|
Employee Option Plans
|
12 Months Ended |
Dec. 31, 2018 |
Employee Option Plans [Abstract] |
|
EMPLOYEE OPTION PLANS |
Note
17:- Employee Option Plans
| a) | Formula and its subsidiaries grant, from time to time, options to their officers and employees to purchase
shares in the respective companies. In general, the options expire ten years after grant. The
following table sets forth the breakdown of share-based compensation expense resulting from stock options grants, as included in
the consolidated statements of profit or loss: |
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Cost of revenues | |
$ | 2 | | |
$ | 7 | | |
$ | 15 | |
Research and development expenses | |
| 4 | | |
| 8 | | |
| 17 | |
Selling and marketing expenses | |
| 4 | | |
| - | | |
| 71 | |
General and administrative expenses | |
| 3,971 | | |
| 4,019 | | |
| 4,291 | |
Total share-based compensation expense | |
$ | 3,981 | | |
$ | 4,034 | | |
$ | 4,394 | |
| (i) | In March 2011, Formula's shareholders approved the
adoption of Formula's 2011 Employee and Officer Share Incentive Plan (the "2011 plan"). Pursuant to the 2011 plan, Formula
may grant from time to time to Formula's and its investees' employees and officers (which are not Formula's controlling
shareholders) ordinary shares, restricted shares or options to purchase up to 545,000 ordinary shares of Formula. The 2011 plan
is administered by Formula's board of directors. The 2011 plan provides that share based compensation may be granted, from time
to time, to such grantees to be determined by the board, at an exercise price and under such terms to be determined at its sole
and absolute discretion. Share based compensation may be granted under the 2011 plan through March 2021. In 2012, Formula's shareholders
approved the increase of the amount of ordinary shares reserved for issuance under the 2011 plan by 1,200,000 options. |
| (ii) | In March 2011, concurrently with the amendment and extension of Formula's chief executive officer's service
agreement, Formula approved a grant of options to its chief executive officer, exercisable for an additional 543,840 ordinary shares.
The options vested in equal quarterly installments, over a four-year period that commenced on December 31, 2011 and concluded on
December 31, 2015. The exercise price of the options was NIS 0.01 per share. In May 2011, the chief executive officer exercised
all of these options for redeemable restricted shares, for which the Company's redemption right was to lapse in accordance with
the remaining vesting schedule for the unvested options from which they arose. Total fair value of the grant was calculated based
on the Formula share price on the grant date and totaled $9,055 ($16.65 per share). |
In December
2011, at which time Formula was negotiating an amendment and an extension of its chief executive officer's service agreement, it
redeemed all of the above-described 543,840 shares for no consideration.
In
March 2012, concurrently with the amendment and extension of its chief executive officer's service agreement, the board of
directors of Formula awarded him with a new share option incentive plan, following the redemption of the 543,840 redeemable
ordinary shares, which were granted to him in March 2011 and which were not yet vested in their redemption date. Under the
2011 plan, the chief executive officer of Formula was granted options exercisable for 1,122,782 ordinary shares of Formula
(the "new grant"), as long as he continues to serve as (i) a director of Formula and/or (ii) a director of each of
the directly held subsidiaries of Formula; provided that if he fails to meet the foregoing requirement (A) due to the request
of the board of directors of either Formula or any of its directly held subsidiaries (other than a request which is based on
actions or omissions by the chief executive officer that would constitute "cause" under his service agreement with
Formula), (B) because the chief executive officer is prohibited under the governing law or charter documents of the relevant
company or the stock exchange rules and regulations applicable to such company from being a director of such company (other
than due to his actions or omissions) or (C) notwithstanding the chief executive officer's willingness to be so appointed
(but provided that neither (A) nor (B) applies); then, in each of (A), (B) and (C), the chief executive officer will be
deemed to have complied with clauses (i) or (ii) above. The options vest, i.e., Formula's redemption right with respect to
the options and the underlying ordinary shares issuable upon exercise lapses, in equal quarterly installments over an
eight-year period that commenced in March 2012 and concludes on December 31, 2019. Notwithstanding the foregoing, if a change
of control of the Company occurs, then all unvested options and/or restricted shares will immediately become vested. The
exercise price of the options is NIS 0.01 per share. The new grant is accounted for as a modification to the March 2011 grant
to the chief executive officer. Total fair value of the grant was calculated based on the share price on the grant date and
totaled $18,347 ($16.34 per share). In accordance with the terms of the options grant, the shares issuable upon exercise of
the options will be deposited with a trustee and Formula's chief executive officer will not be permitted to vote or dispose
of them until the shares are released from the trust. In June 2013 all options were exercised into shares however they have
been deposited with a trustee and Formula's chief executive officer was not permitted to vote or dispose of them until
the shares are released from the trust. All shares participate in dividends and have the right to vote, however for so long
as the shares are held by the trustee (even if they have vested) the voting rights may only be exercised by the trustee. In
accordance with the guidelines of Formula incentive plan, as long as the shares underlying any grant under the plan are being
held by the trustee they will be voted by the trustee in the same proportion as the results of the shareholder meeting. Only
those shares for which the vesting period has expired may be collected from the trustee.
On August
3, 2017 and on August 22, 2017 Asseco sold 2,356,605 and 589,151, respectively, of Formula's ordinary shares, in the aggregate
representing 20% of Formula outstanding share capital to eleven (11) Israeli financial institutions and to the Company's
chief executive officer, respectively, in privately negotiated sales transactions. The sales resulted in Asseco's share interest
in Formula decreasing from 46.3% to 26.3% and to its loss of control of the Company. In accordance with Mr. Bernstein's share
based award plan, such loss of control in the Company resulted in the immediate acceleration of all of his unvested shares, which
amounted to 350,869 shares as of such date.
| (iii) | In November 2014, Formula's board of directors awarded its chief financial officer with 10,000
restricted shares under the 2011 plan (the "restricted shares"). These restricted shares vest on a quarterly
basis over a four-year period, commencing on November 13, 2014 and concluding on November 13, 2018, provided that during such
time the chief financial officer will continue to serve as (i) an officer of the Company and/or (ii) an officer in one of the
directly held affiliates, except that if he fail to meet the service condition due to the request of the board of directors
of either Formula or any of its directly held affiliates (other than a termination of his provision of services which is
based on actions or omissions by him that will constitute "cause" under his grant agreement with Formula); then,
the chief financial officer will be deemed to have complied with clauses (i) or (ii) above. Notwithstanding the foregoing, if
a change of control of the Company occurs, then all unvested restricted shares will immediately become vested. Total fair
value of the grant was calculated based on the Formula share price on the grant date and equaled $239 ($23.9 per share).
|
In accordance
with the Company's chief financial officer's share based award plan, Asseco's loss of control in the Company
resulted in the immediate acceleration of all of his unvested shares under the grant of November 2014, which amounted to 3,125
shares.
In August
2017, Formula's board of directors awarded its chief financial officer additional 10,000 restricted shares under the
2011 plan (the "new restricted shares"). These new restricted shares vest on a quarterly basis over a three-year
period, commencing on August 17, 2017 and concluding on August 17, 2020, provided that during such time the chief financial
officer will continue to serve as (i) an officer of the Company and/or (ii) an officer in one of the directly held
affiliates, except that if he fails to meet the service condition due to the request of the board of directors of either
Formula or any of its directly held affiliates (other than a termination of his provision of services which is based on
actions or omissions by him that will constitute "cause" under his grant agreement with Formula), then, the chief
financial officer will be deemed to have complied with clauses (i) or (ii) above. Notwithstanding the foregoing, if a change
of control of the Company occurs, then all unvested new restricted shares will immediately become vested. Total fair value of
the grant was calculated based on the Formula share price on the grant date and equaled to $371 ($37.1 per share).
The total
compensation expense that the Company recorded in its statement of profit or loss for the year ended December 31, 2018 in respect
of its chief financial officer (constituting his equity compensation for all of 2018) was $209.
As of December 31, 2018, all 10,000 new restricted shares granted in August 2017 were deposited with the
trustee. These shares included 3,333 ordinary shares constituting the then currently vested portion of the 10,000 new restricted
shares that Formula granted to its chief financial officer.
| (iv) | In November 2018, Formula's board of directors awarded its chief operational officer 10,000 restricted
shares under the 2011 plan (the "restricted shares"). These restricted shares vest on an annual basis over a four-year
period, commencing on November 19, 2018 and concluding on November 19, 2022, provided that during such time the chief operational
officer will continue to serve as (i) an officer of the Company and/or (ii) an officer in one of the directly held affiliates.
Total fair value of the grant was calculated based on the Formula share price on the grant date and equaled $382 ($38.2 per share). |
The total
compensation expense that the Company recorded in its statement of profit or loss for the year ended December 31, 2018 in respect
of its chief operational officer (constituting her equity compensation for all of 2018) was $23.
As of December
31, 2018, all 10,000 new restricted shares granted in November 2018 were deposited with the trustee. None of these shares were
then currently vested.
In October,
2015 Matrix approved an agreement with Revava Management Company Ltd. through which Mr. Moti Gutman provides services to Matrix
as a chief executive officer, and persunat to which among other things, Matrix granted Mr. Gutman 225,000 restricted share units
(RSU) exercisable into 225,000 ordinary shares of Matrix without an exercise price. The RSU vested in three equal shares portions
of 75,000 RSU units, each at December 31 of each year under the agreement, but not before the publication of Matrix's financial
statements for the past year, and subject to certain conditions. In 2018, 75,000 restricted share units (RSU) were vested and exercised.
As of December 31, 2018, Mr. Gutman does not hold any restricted share units (RSU) from this grant.
In December,
2017 Matrix extended its agreement with Revava Management Company Ltd. for additional five years' term starting on January
1, 2018. As part of the new agreement Matrix awarded Mr. Gutman additional 256,890 (RSUs), which vest on an annual basis over a
five-year period, commencing on January 1, 2018 and concludes on December 31, 2022, but not before the publication of Matrix's
financial statements for each respective year, and subject to certain conditions.
In April 2015, the board of
directors of Matrix approved, following the approval by Matrix's compensation committee, the grant of 1,850,000 options which
are exercisable into up to 1,850,000 ordinary shares of Matrix of NIS 1 par value each to 19 senior officers of Matrix or
of corporations controlled by it. The exercise price of the options was NIS 19.485 at the date of their grant, subject to
adjustments, including upon the distribution of dividends. Half of the options vested on April 1, 2017, a quarter of the options
vested on January 1, 2018, and the rest vested on January 1, 2019. When the actual exercise will take place, shares will be allotted,
according to a net exercise mechanism. Matrix will not get paid in cash.
In June, 2015, the general shareholder meeting of Matrix approved, after obtaining the approval of Matrix's
compensation committee and the Matrix board the grant 300,000 options exercisable for 300,000 ordinary shares of Matrix of NIS
1 par value, without compensation, to the President and Vice Chairman of the Matrix board. The exercise price of the options was
NIS 21.39 at the date of their grant, subject to adjustments, including upon the distribution of dividends. Half of the options
vested on June 4, 2017, and the equal parts of the remaining options vested on January 1, 2018 and January 1, 2019.
The fair value of the options was estimated on
the date of grant using the Binomial model based on the terms which are: risk-free interest rate is 0.08% -1.31%, early exercise
factor is 30% and expected volatility is 19% -22%. The contractual life of the options is 5 years from the date of grant.
The following
table is a summary of employee option activity in Matrix, as of December 31, 2018 and during the year ended December 31, 2018:
| |
Number of options | | |
Weighted average exercise price | | |
Weighted average remaining contractual term (in years) | | |
Aggregate intrinsic value | |
Outstanding at January 1, 2018 | |
| 1,100,000 | | |
| 4.33 | | |
| 2.19 | | |
| 9,152 | |
Exercised | |
| 587,500 | | |
| 4.06 | | |
| - | | |
| 4,578 | |
Granted | |
| 256,890 | | |
| - | | |
| 5 | | |
| 3,247 | |
Outstanding at December 31, 2018 | |
| 769,390 | | |
| 2.61 | | |
| 2.19 | | |
| 6,823 | |
Exercisable at December 31, 2018 | |
| 51,378 | | |
| - | | |
| - | | |
| 567 | |
The
aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option
holders had all option holders exercised their options on the respective dates. This value would change based on the change
in the market value of Matrix' ordinary shares and the change in the exchange rate between the New Israeli Shekel and dollar.
As of December 31, 2018, there was $1,930 of total unrecognized compensation costs related to non-vested share-based
compensation arrangements granted under the Matrix equity incentive plan.
The following
table is a summary of employee option activity in Sapiens as of December 31, 2018 and during the year ended December 31, 2018:
| |
Year ended December 31, 2018 | |
| |
Amount of options | | |
Weighted average exercise price | | |
Weighted average remaining contractual life
(in years) | | |
Aggregate intrinsic value | |
Outstanding at January 1, 2018 | |
| 2,107,413 | | |
| 9.67 | | |
| 4.25 | | |
| 4,084 | |
Granted | |
| 317,000 | | |
| 10.20 | | |
| | | |
| | |
Exercised | |
| (223,570 | ) | |
| 4.40 | | |
| | | |
| | |
Expired and forfeited | |
| (145,661 | ) | |
| 10.79 | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Outstanding at December 31, 2018 | |
| 2,055,182 | | |
| 9.86 | | |
| 3.80 | | |
| 2,594 | |
| |
| | | |
| | | |
| | | |
| | |
Exercisable at December 31, 2018 | |
| 829,133 | | |
| 8.31 | | |
| 2.47 | | |
| 2,134 | |
In 2016, 2017
and 2018, Sapiens granted 310,000, 920,910 and 317,000 stock options to its employees and directors to purchase its shares, respectively.
The weighted average grant date fair values of the options granted during the years ended December 31, 2016, 2017 and 2018 were
$4.30, $4.17 and $3.43, respectively. The total intrinsic value of options exercised during the years ended December 31, 2016,
2017 and 2018, was $2,304, $5,739 and $1,641, respectively.
The options
outstanding under Sapiens' stock option plans as of December 31, 2018 have been separated into ranges of exercise price as follows:
| |
| | |
| | |
| | |
| | |
Weighted | |
| |
Options | | |
Weighted | | |
| | |
Options | | |
Average | |
| |
outstanding | | |
Average | | |
Weighted | | |
Exercisable | | |
Exercise | |
| |
as of | | |
remaining | | |
average | | |
as of | | |
price of | |
Ranges of | |
December 31, | | |
contractual | | |
exercise | | |
December 31, | | |
Options | |
exercise price | |
2018 | | |
Term | | |
price | | |
2018 | | |
Exercisable | |
$ | |
| | |
(Years) | | |
$ | | |
| | |
$ | |
| |
| | |
| | |
| | |
| | |
| |
0.88-1.48 | |
| 25,703 | | |
| 1.18 | | |
| 1.08 | | |
| 25,703 | | |
| 1.08 | |
4.12-5.67 | |
| 103,000 | | |
| 0.83 | | |
| 5.62 | | |
| 103,000 | | |
| 5.62 | |
6.32-6.91 | |
| 45,750 | | |
| 1.47 | | |
| 6.67 | | |
| 38,250 | | |
| 6.74 | |
7.82 | |
| 300,000 | | |
| 2.34 | | |
| 7.82 | | |
| 300,000 | | |
| 7.82 | |
8.67-9.18 | |
| 95,000 | | |
| 3.48 | | |
| 9.10 | | |
| 40,000 | | |
| 9.18 | |
9.33-9.8 | |
| 413,229 | | |
| 4.33 | | |
| 9.53 | | |
| 157,180 | | |
| 9.44 | |
10.18-10.81 | |
| 217,500 | | |
| 3.45 | | |
| 10.46 | | |
| 112,500 | | |
| 10.40 | |
11.43-12.53 | |
| 810,000 | | |
| 4.78 | | |
| 11.54 | | |
| 33,750 | | |
| 12.27 | |
12.62-13.5 | |
| 45,000 | | |
| 3.78 | | |
| 12.91 | | |
| 18,750 | | |
| 12.80 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| 2,055,182 | | |
| 3.80 | | |
| 9.86 | | |
| 829,133 | | |
| 8.31 | |
The total
equity-based compensation expense related to all of Sapiens' equity-based awards, recognized for the years ended December
31, 2016, 2017 and 2018, after being adjusted to comply with IFRS, was $1,981, $2,201 and $2,009, respectively. As of December
31, 2018, there was $3,761 of total unrecognized compensation cost related to non-vested options, which is expected to be recognized
over a period of up to four years.
During 2017,
29,500 of the 88,500 restricted shares of Sapiens Decision, the Company's majority-owned subsidiary which were granted to one of
the former shareholders of KPI in 2014, vested, thereby reducing the Company's percentage ownership of Sapiens Decision from 94.25%
to 92.89%. During 2017, Sapiens Decision granted 122,730 options to certain of its employees to purchase shares of Sapiens Decision.
A summary
of employee option activity under the Magic plans as of December 31, 2018 and during the year ended December 31, 2018 are as follows:
| |
Number of options | | |
Weighted average exercise price | | |
Weighted average remaining contractual term (in years) | | |
Aggregate intrinsic value | |
Outstanding at January 1, 2018 | |
| 309,309 | | |
| 4.38 | | |
| 3.97 | | |
| 1,237 | |
Granted | |
| 37,500 | | |
| - | | |
| | | |
| | |
Exercised | |
| (104,167 | ) | |
| 2.99 | | |
| | | |
| | |
Forfeited | |
| (21,875 | ) | |
| 6.89 | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Outstanding at December 31, 2018 | |
| 220,767 | | |
| 3.83 | | |
| 3.81 | | |
| 1,684 | |
| |
| | | |
| | | |
| | | |
| | |
Exercisable at December 31, 2018 | |
| 190,767 | | |
| 4.43 | | |
| 2.92 | | |
| 1,456 | |
The aggregate
intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had
all option holders exercised their options on the respective dates. This value would change based on the change in the market value
of Magic's ordinary shares. Total intrinsic value of options exercised during the years ended December 31, 2016, 2017
and 2018, was $112, $502 and $617, respectively. As of December 31, 2018, there was no unrecognized compensation cost related to
non-vested share-based compensation arrangements granted under Magic's plans.
The options
outstanding as of December 31, 2018, have been separated into ranges of exercise price categories, as follows:
Ranges of
Exercise price | |
Options
outstanding | | |
Weighted average remaining contractual life | | |
Weighted average exercise price | | |
Options
exercisable | | |
Weighted average
exercise price of exercisable options | |
$ | |
| | |
(Years) | | |
$ | | |
| | |
$ | |
0-1 | |
| 30,000 | | |
| 9.49 | | |
| - | | |
| - | | |
| - | |
2.01-3 | |
| 66,000 | | |
| 1.26 | | |
| 2.32 | | |
| 66,000 | | |
| 2.32 | |
3.01-4 | |
| 73,517 | | |
| 2.77 | | |
| 4.00 | | |
| 73,517 | | |
| 4.00 | |
5.01-6 | |
| 6,250 | | |
| 4.61 | | |
| 6.00 | | |
| 6,250 | | |
| 6.00 | |
8.01-9 | |
| 45,000 | | |
| 5.35 | | |
| 8.01 | | |
| 45,000 | | |
| 8.01 | |
| |
| 220,767 | | |
| 3.81 | | |
| 3.83 | | |
| 190,767 | | |
| 4.43 | |
|
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Employee Benefit Liabilities
|
12 Months Ended |
Dec. 31, 2018 |
Disclosure of defined benefit plans [abstract] |
|
EMPLOYEE BENEFIT LIABILITIES |
Note
18:- EMPLOYEE BENEFIT LIABILITIES
Employee
benefits consist of post-employment benefits, other long-term benefits and termination benefits.
| a) | Post-employment benefits: |
According
to the labor laws and Severance Pay Law in Israel, the Israeli companies in the Group are required to pay compensation to an employee
upon dismissal or retirement or to make current contributions in defined contribution plans pursuant to section 14 to the Severance
Pay Law, as specified below. These liabilities are accounted for as a post-employment benefit. The computation of the Group's
employee benefit liability is made according to the current employment contract based on an employee's salary and employment term
which establish the entitlement to receive the compensation.
The post-employment employee benefits are normally financed by contributions classified as a defined benefit
plan or as a defined contribution plan, as detailed below.
| 1) | Defined contribution plans: |
Section 14
of the Severance Pay Law, 1963 applies to part of the compensation payments, pursuant to which the fixed contributions paid by
the Group into pension funds and/or policies of insurance companies release the Group from any additional liability to employees
for whom said contributions were made. These contributions and contributions for benefits represent defined contribution plans.
The
Group accounts for that part of the payment of compensation that is not covered by contributions in defined contribution plans,
as above, as a defined benefit plan for which an employee benefit liability is recognized and for which the Group deposits amounts
in central severance pay funds and in qualifying insurance policies.
| 3) | Other
long-term benefits: |
According to Matrix's agreements with one of its senior officers, he is entitled to an adaptation
bonus in an amount of 12 salaries. This liability has been recognized as a defined benefit.
| b) | Composition of defined benefit plans is as follows: |
| |
December 31, | |
| |
2018 | | |
2017 | |
Defined benefit obligation | |
| 81,556 | | |
| 87,316 | |
Fair value of plan assets | |
| (72,672 | ) | |
| (78,284 | ) |
Net defined benefit liability | |
| 8,884 | | |
| 9,032 |
|
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Commitments and Contingencies
|
12 Months Ended |
Dec. 31, 2018 |
Commitments and Contingencies [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
Note
19:- Commitments and Contingencies
| 1) | A lien has been incurred by Formula over a certain portion of its investments in outstanding shares of
Matrix, Magic and Sapiens, pursuant to a credit agreement with a financial institution entered into in January 2014, and in connection
with the issuance of Formula's Series A Secured Debentures, issued by Formula in September 2015 on the TASE (see Notes 14
and 15).
|
| 2) | Composition of pledged shares of Matrix, Magic and Sapiens owned by Formula as of December 31, 2018 is
as follows:
|
| |
December 31, 2018 | |
| |
Financial institution credit agreement | | |
Formula's Series A Secured Debentures | |
Matrix ordinary shares, par value NIS 1.0 per share | |
| 5,263,615 | | |
| 4,128,865 | |
Magic ordinary shares, par value NIS 0.1 per share | |
| 2,117,143 | | |
| 5,825,681 | |
Sapiens common shares, par value €0.01 per share | |
| 1,410,533 | | |
| 1,260,266 | |
| 3) | In
January 2018, following the private placement of additional NIS 150,000 par value Series A Secured Debentures, Formula pledged
additional 1,692,954 shares of Matrix and 3,487,198 shares of Magic (see Note 15). |
| 4) | In
January 2019, the Company unpledged, in accordance with the financial institution's credit agreement, 3,694,517 shares of
Matrix, 1,356,820 shares of Magic and 898,613 shares of Sapiens. |
| 5) | In
March 2019, following the offering of Formula's new Series C Secured Debentures of NIS 300,000 par value, Formula pledged
6,031,761 shares of Matrix, 2,411,474 shares of Magic and 2,957,590 shares of Sapiens (see Note 15). |
As of December 31, 2018, the Group provided performance bank guarantees in an amount of approximately
$27,800 as security for its subsidiaries' performance of various contracts with customers and suppliers. As of December 31, 2018,
the Group provided bank guarantees in an aggregate amount of approximately $4,700 as security for its subsidiaries' rent to be
paid for its leased offices. As of December 31, 2018, the Group had restricted bank deposits of $800 in favor of the bank guarantees.
In connection
with the Group's debentures and credit facility agreements with banks and other financial institutions, as of December 31, 2018,
the Group committed to the following:
| i) | Liability to Financial Institution |
In the context of Formula's credit facility obtained from a financial institution, Formula has undertaken
to maintain the following financial covenants, as they will be expressed in its financial statements, as described:
| a. | Formula shareholders' equity (not including minority interests) shall not be less than $160 million
at all times. |
| b. | The ratio of Formula shareholders' equity (not including minority interests) to total consolidated
assets will not be less than 20%. |
| c. | The ratio of Company's financial debts less cash, short-term deposits and short-term marketable
securities to the annual EBITDA will not exceed 3.5 (all based on the Company's consolidated financial statements). |
| d. | The ratio of Company's financial debts less cash, short-term deposits and short-term marketable
securities to the total assets will not exceed 30% (all based on the Company's consolidated financial statements). |
| e. | Formula's financial liabilities in its stand-alone balance sheet shall not be higher than NIS 450
million (approximately $130 million). |
| f. | Formula will not create any pledge on all or part of its property and assets in favor of any third
party and will not provide any guarantee to secure any third party's debts without the financial institution's consent. |
| g. | Formula will not sell and/or transfer all or part of its assets to others in any manner whatsoever
without the financial institution's advance written consent, unless it is done in the ordinary course of business. |
| h. | Formula committed not to distribute dividends except for if the ratio of the Company's unpaid
principal amount of the loan to the fair market value of its collaterals will not exceed 50%, and if the distribution will not
cause its cash, short-term deposits and short-term marketable securities to be less than NIS 45 million (approximately $13
million), or if the dividend will not exceed 75% of accumulated profits accrued from the date of which the loan was granted until
the distribution. |
In accordance
with Formula's indenture for its Series A Secured Debentures and Series B Convertible Debentures, Formula has undertaken
to maintain the following financial covenants and obligations:
| a. | A covenant not to distribute dividends unless (i) Formula
shareholders' equity (not including minority interests) shall not be less than $250 million, (ii) Formula's net
financial indebtedness (financial indebtedness net of cash, marketable securities, deposits and other liquid financial
instruments) shall not exceed 65% of net CAP (which is defined financial indebtedness, net, plus shareholders' equity),
and (iii) the amount of the distributions shall be equal to profits for the years ended December 31, 2014 and 2015 and 75% of
profits accrued from January 1, 2016 until the distribution and (iv) no event of default shall have occurred; and |
| b. | Financial covenants, including (i) the equity attributable to the shareholders of Formula, as reported
in Formula's annual or quarterly financial statements, shall not be less than $160 million, (ii) Formula's net financial indebtedness
(financial indebtedness net of cash, marketable securities, deposits and other liquid financial instruments) shall not exceed 65%
of net CAP (which is defined as financial indebtedness, net, plus shareholders equity) and (iii) at all times, Formula's cash balance
will not be less than the annual interest payment (compounded) for the unpaid principal amount of the Series B debentures. |
| c. | Standard events of default including among others: |
| 1. | Suspension of trading of the debentures on the TASE over a period of 60 days; |
| | |
| 2. | If the rating of the debentures is less than BBB- by Standard and Poors Maalot or equivalent rating
of other rating agencies; |
| | |
| 3. | Failure to have the debentures rated over a period of 60 days; |
| | |
| 4. | If there is a change in control without consent of the rating agency; and |
| | |
| 5. | If Formula fails to continue to control any of its subsidiaries. |
In the context of Matrix's engagements with banks for receiving credit facilities, Matrix has undertaken
to maintain the following financial covenants, as they are expressed in its financial statements, as described:
| (i) | The total rate of Matrix debts and liabilities to
banks with the addition of debts in respect of debentures that have been and/or will be issued by it and shareholders' loans that
have been and/or will be provided by it (collectively, the "debts") will not exceed 40% of its total balance sheet. |
| (ii) | The ratio of Matrix debts less cash to the annual
EBITDA will not exceed 3.5. |
| (iii) | Matrix equity shall not be lower than NIS 275 million (approximately $73.4 million) at all
times. As of December 31, 2018, Matrix's equity was approximately NIS 714 million (approximately $190.5 million). |
| (iv) | Matrix balances of cash and short-term investments in its balance sheet shall not be lower than
NIS 50 million (approximately $13.3 million). |
| (v) | In the event that Formula ceases to hold 30% of Matrix share capital or is no longer the largest
shareholder in Matrix, the credit may be placed for immediate repayment. |
| (vi) | Matrix has committed that the rate of ownership and control of Matrix IT-Systems shall never be
below 50.1%. |
| (vii) | Matrix will not create any pledge on all or part of its property and assets in favor of any third
party and will not provide any guarantee to secure any third party's debts as they are today and as they will be without the banks'
consent (except for a first rate fixed pledge on an asset which acquisition will be financed by a third party and which the pledge
will be in his favor). |
| (viii) | Matrix will not sell and/or transfer all or part of its assets to others in any manner whatsoever
without the banks' advance written consent, unless it is done in the ordinary course of business. |
In accordance
with the indenture for Sapiens' Series B Debentures, Sapiens has undertaken to maintain a number of conditions and limitations
on the manner in which it can operate its business, including limitations on its ability to undergo a change of control, distribute
dividends, incur a floating charge on its assets, or undergo an asset sale or other change that results in fundamental change in
its operations. Sapiens Series B Debentures deed of trust also requires it to comply with certain financial covenants, as described
below. A breach of the financial covenants for more than two successive quarters or a substantial downgrade in the rating of the
debentures (below BBB-) could result in the acceleration of Sapiens' obligation to repay the debentures. The deed of trust includes
the following provisions:
| (i) | a negative pledge, subject to certain exceptions; |
| (ii) | a covenant not to distribute dividends unless (i) Sapiens shareholders' equity (not including
minority interests) shall not be less than $160 million, (ii) Sapiens net financial indebtedness (financial indebtedness net of
cash, marketable securities, deposits and other liquid financial instruments) does not exceed 65% of net CAP (which is defined
as financial indebtedness, net, plus shareholders equity, including minority interest), (iii) the amount of the dividend does not
exceed Sapiens profits for the year ended December 31, 2016 and the first three quarters of the year ended December 31, 2017, plus
75% of Sapiens profits as of September 1, 2017 and up to the date of distribution, and (iv) no event of default shall have occurred. |
| (iii) | financial covenants, including (i) the equity attributable to the shareholders of Sapiens (not
including minority interests), as reported in its annual or quarterly financial statements, will not be less than $120 million,
and (ii) Sapiens' net financial indebtedness (financial indebtedness net of cash, marketable securities deposits and other
liquid financial instruments) shall not exceed 65% of net CAP (which is defined as financial indebtedness, net, plus shareholders
equity, including deposits and other liquid financial instruments). |
Under the terms of the loan with an Israeli financial institution, Magic has undertaken to maintain the
following financial covenants, as they will be expressed in its consolidated financial statements (in accordance with US GAAP),
as described below:
| (i) | Total equity attributable to Magic' shareholders shall not be lower than $100,000 at all
times; |
| (ii) | Magic's consolidated cash and cash equivalents and marketable securities available for sale
shall not be less than $10,000. |
| (iii) | The ratio of Magic's consolidated total financial debts to consolidated total assets will
not exceed 50%. |
| (iv) | The ratio of Magic's total financial debts less cash, short-term deposits and short-term
marketable securities to the annual EBITDA will not exceed 3.25 to 1; and |
| (v) | Magic shall not create any pledge on all of its property and assets in favor of any third party
without the financial institution's consent. |
As
of December 31, 2018, each of Formula, Matrix, Sapiens and Magic is in compliance with all of its financial covenants.
| 1) | In September 2016, an Israeli software company, which was previously involved in an arbitration proceeding
with Magic in 2015 and won damages from it for $2.4 million, filed a lawsuit seeking damages of NIS 34,106 against Magic and one
of its subsidiaries. This lawsuit was filed as part of an arbitration proceeding. In the lawsuit, the software company claimed
that warning letters that Magic sent to its clients in Israel and abroad, warning those clients against the possibility that the
conversion procedure offered by the software company may amount to an infringement of Magic's copyrights (the "Warning
Letters"), as well as other alleged actions, have caused the software company damages resulting from loss of potential business.
The lawsuit is based on rulings given in the 2015 arbitration proceeding in which it was allegedly ruled that the Warning Letters
constituted a breach of a non-disclosure agreement (NDA) signed between the parties. Magic rejects the claims by the Israeli software
company and moved to dismiss the lawsuit entirely. At this point, all the relevant motions have been filed and all witnesses deposed.
The Group is unable to make a reasonably reliable estimate of its chances of successfully defending this lawsuit. |
| 2) | In February 2018, Comm-IT Ltd., a subsidiary of Magic,
commenced an action against a customer for payment of an overdue amount in the Supreme Court of the State of New York, New York
County. In April 2018, the customer filed an answer in the action that included counterclaims asserting causes of action for breach
of contract, fraud, and trespass to chattel. In May 2018, Comm-IT filed a reply to the counterclaims. The parties have agreed
to participate in a mediation before a neutral mediator in March 2019. While it appears that the allegations against Comm-IT probably
do not have merit, it is difficult to predict at this point whether Comm-IT's liability is remote or probable. |
In addition
to the above-described legal proceedings, from time to time, Formula and/or its subsidiaries and affiliates are subject to legal,
administrative and regulatory proceedings, claims, demands and investigations in the ordinary course of business, including claims
with respect to intellectual property, contracts, employment and other matters. The Group accrues a liability when it is both probable
that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in
the determination of both the probability and as to whether a loss is reasonably estimable. These accruals are reviewed at least
quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information
and events pertaining to a particular matter. The Group intends to defend itself vigorously against the above claims, and it generally
intends to vigorously defend any other legal claims to which it is subject. While for most litigations, the outcome is difficult
to determine, to the extent that there is a reasonable possibility that the losses to which the Group may be subject could exceed
the amounts (if any) that it has already accrued, the Group attempts to estimate such additional loss, if reasonably possible,
and disclose it (or, if it is an immaterial amount, indicate accordingly). The aggregate provision
that the Group has recorded for all other legal proceedings (other than the particular material proceedings described above) is
not material.
| e) | Operating lease commitments: |
The following
are details of the Group's future minimum lease commitments for facilities and equipment, office space and motor vehicles under
non-cancelable operating leases as of December 31, 2018:
2019 | |
| 28,262 | |
2020 | |
| 20,125 | |
2021 | |
| 15,783 | |
2022 | |
| 10,064 | |
2023 and Thereafter | |
| 24,778 | |
| |
| 99,012 | |
Rent expenses
for the years 2016, 2017 and 2018 were approximately $25,411, $28,343 and $30,023 respectively.
Certain subsidiaries
have leases motor vehicles under cancelable lease agreements, with an option to be released from those lease agreements, which
may result in penalties ranging between one and three times lease monthly cost.
Sapiens Technologies
(1982) Ltd. ("Sapiens Technologies"), a wholly owned subsidiary of Sapiens incorporated in Israel, was partially financed
under programs sponsored by the Israel Innovation Authority ("IIA"), formerly the Office of the Chief Scientist ("OCS")
for the support of certain research and development activities conducted in Israel. In exchange for participation in the programs
by the IIA, Sapiens Technologies agreed to pay 3.5% of total net consolidated license and maintenance revenue and 0.35% of the
net consolidated consulting services revenue related to the software developed within the framework of these programs based on
an understanding with IIA reached in January 2012. The royalties will be paid up to a maximum amount equaling 100%-150% of the
grants provided by the IIA, linked to the dollar, and for grants received after January 1, 1999, bear annual interest at a rate
based on LIBOR.
As of December
31, 2018, the estimated amount due to IIA amounted to $1,714. As of December 31, 2018, the Group had a contingent liability to
pay royalties of $6,204.
The Company
and its subsidiaries and affiliates insure themselves in bodily injury and property damage insurance policies, including third
party, professional liability and employer's liability insurance policies. Formula, Sapiens and Magic directors and officers (D&O)
are insured under an "umbrella" policy for insurance of directors and officers including D&O side A DIC policy (another
layer of protection for officers) acquired by the Company for itself and its subsidiaries, for a period of 12 months from December
18, 2018.
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Equity
|
12 Months Ended |
Dec. 31, 2018 |
Equity [Abstract] |
|
EQUITY |
Note
20:- equity
The
composition of the Company's share capital is as follows:
| |
December
31, 2018 | | |
December
31, 2017 | |
| |
Authorized | | |
Issued | | |
Outstanding | | |
Authorized | | |
Issued | | |
Outstanding | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ordinary
shares, NIS 1 par value each | |
| 25,000,000 | | |
| 15,318,958 | | |
| 14,750,338 | | |
| 25,000,000 | | |
| 15,307,402 | | |
| 14,738,782 | |
a. | Formula's ordinary shares, par value NIS 1 per share, are traded on the TASE, and Formula's ADSs, each
representing one ordinary share, are traded on the NASDAQ.
|
b. | Formula
holds 568,620 of its ordinary shares. |
c. | In
January 2016, Formula declared a cash dividend of approximately $5,008 (or $0.34 per
share) to shareholders of record on January 20, 2016 that was paid on February 4, 2016. |
d. | In
June 2016, Formula declared a cash dividend of approximately $5,008 (or $0.34 per share)
to shareholders of record on July 13, 2016 that was paid on July 28, 2016. |
e. | In
December 2016, Formula declared a cash dividend of approximately $7,070 (or $0.48 per
share) to shareholders of record on December 30, 2016 that was paid on January 12, 2017. |
f. | In
September 2017, Formula declared a cash dividend of approximately $5,011 million (or
$0.34 per share) to shareholders of record on October 17, 2017 that was paid on November
2, 2017. |
g. | In
May 2018, Formula declared a cash dividend of approximately $5,012 million (or $0.34
per share) to shareholders of record on June 5, 2018 that was paid on June 20, 2018. |
h. | In
December 2018, Formula declared a cash dividend of approximately $5,015 million (or $0.34
per share) to shareholders of record on December 31, 2018 that was paid on January 16,
2019. |
i. | For
information concerning Formula's employees and officers share-based plans, see
Note 17. |
j. | For
information concerning Formula's issuance of shares as a result of conversions
prior to maturity of Formula's Series B Convertible Debentures, see Note 17. |
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Taxes on Income
|
12 Months Ended |
Dec. 31, 2018 |
Taxes on Income [Abstract] |
|
TAXES ON INCOME |
Note
21:- Taxes ON INCOME
| 1) | Corporate
tax rate in Israel: |
The
Israeli corporate income tax rate was 25% in 2016, 24% in 2017 and 23% in 2018.
In December 2016, the Israeli Knesset (parliament)approved the Economic Efficiency Law (Legislative Amendments
for Applying the Economic Policy for the 2017 and 2018 Budget Years) - 2016, which reduced the corporate income tax rate to 24%
(instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018.
| 2) | Tax
benefits under the Israeli Law for the Encouragement of Capital Investments, 1959 (the
"Investment Law"): |
Certain of
Sapiens' Israeli subsidiaries have been granted "Approved Enterprise" Status under the Investment Law. The above
Israeli subsidiaries have elected the alternative benefits program, waiver of grants in return for tax exemptions. Pursuant thereto,
the income of the subsidiaries derived from the "Approved Enterprise" program is tax-exempt for two years and may enjoy
a reduced tax rate of 10%-25% for up to a total of eight years (subject to an adjustment based upon the foreign investors'
ownership in Sapiens). Under the terms of the Approved Enterprise program, income that is attributable to one of Sapiens'
Israeli subsidiaries was exempt from income tax for a period of two years commencing in 2014. If a dividend is distributed out
of tax exempt profits, as above, Sapiens will become liable for tax at the rate applicable to its profits from the approved enterprise
in the year in which the income was earned, as if it was not under the Approved Enterprise track. Sapiens' policy is not
to distribute such a dividend.
Entitlement
to the above benefits is conditional upon the fulfilling the conditions stipulated by the above law, regulations published thereunder
and the letters of approval for the specific investments in "Approved Enterprises". In the event of failure to comply
with these conditions, the benefits may be cancelled, and Sapiens may be required to refund the amount of the benefits, in whole
or in part, including interest and CPI linkage.
On
December 29, 2010, the Knesset approved an amendment to the Investment Law for the Encouragement of Capital Investments, 1959
("2011 Amendment"). According to the 2011 Amendment, a reduced uniform corporate tax rate for exporting industrial
enterprises (over 25%) was established. The reduced tax rate will not be program dependent and will apply to the "Preferred
Enterprise's" (as such term is defined in the Investment Law) entire income. Pursuant to the 2011 Amendment, a "Preferred
Enterprise" is entitled to a reduced corporate tax rate of 16%. The Amendment also prescribes that any dividends distributed
to individuals or foreign residents from the preferred enterprise's earnings as above will be subject to tax at a rate of 20%.
In
2011, Magic and one of its Israeli subsidiaries filed a notice to the Israeli tax authorities to apply for the new benefits under
the 2011 Amendment, and therefore were subjected to the amended tax rate of 16% for the tax years 2011-2016.
In
2015, certain of Sapiens' Israeli subsidiaries filed a notice to the Israeli tax authorities to apply for the new benefits
under the 2011 Amendment, and therefore were subjected to the amended tax rate of 16% for the tax years 2014-2016.
New
Amendment - Preferred Technology Enterprise
In
December 2016, the Israeli Knesset passed Amendment 73 to the Investment Law which included a number of changes to the Investments
Law regimes. Certain changes were scheduled to come into effect beginning January 1, 2017, provided that regulations are promulgated
by the Finance Ministry to implement the "Nexus Principles" based on OECD guidelines recently published as part of the
Base Erosion and Profit Shifting (BEPS) project. The regulations were approved on May 1, 2017 and accordingly, these changes
have come into effect. Applicable benefits under the new regime include:
Introduction
of a benefit regime for "Preferred Technology Enterprises" granting a 12% tax rate in central Israel – on income
deriving from intellectual property, subject to a number of conditions being fulfilled, including a minimal amount or ratio of
annual R&D expenditure and R&D employees, as well as having at least 25% of annual income derived from exports. Preferred
Technology Enterprise ("PTE") is defined as an enterprise which meets the aforementioned conditions and for which total
consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion.
A
12% capital gains tax rate on the sale of a preferred intangible asset to a foreign affiliated enterprise, provided that the asset
was initially purchased from a foreign resident at an amount of NIS 200 million or more.
A
withholding tax rate of 20% for dividends paid from PTE income (with an exemption from such withholding tax applying to dividends
paid to an Israeli company). Such rate may be reduced to 4% on dividends paid to a foreign resident company, subject to certain
conditions regarding percentage of foreign ownership of the distributing entity.
Starting
2017, certain of the Group's subsidiaries' taxable income in Israel is entitled to a preferred 12% tax rate under
Amendment 73 to the Investment Law.
| 3) | Tax
benefits under the Israeli Law for the Encouragement of Industry (Taxes), 1969: |
It
is Formula's management's belief that certain of its Israeli investees currently qualify as an "Industrial Company,"
within the meaning of the Law for the Encouragement of Industry (Taxes), 1969 (the "Industrial Encouragement Law").
That Industrial Encouragement Law defines an "Industrial Company" as a company that is resident in Israel and that derives
at least 90% of its income in any tax year, other than income from defense loans, capital gains, interest and dividends, from
an enterprise whose major activity in a given tax year is industrial production. Under the Industrial Encouragement Law, these
Israeli subsidiaries are entitled to amortization of the cost of purchased know-how and patents over an eight-year period for
tax purposes as well as accelerated depreciation rates on equipment and buildings. Eligibility for the benefits under the Industrial
Encouragement Law is not subject to receipt of prior approval from any governmental authority.
| 4) | Foreign
Exchange Regulations: |
Under
the Foreign Exchange Regulations, certain Israeli subsidiaries of the Group calculate their tax liability in dollars according
to certain orders. The tax liability, as calculated in dollars is translated into NIS according to the exchange rate as of December
31 of each year.
| 5) | Structural
changes in Matrix: |
In November 2018, a tax ruling was
signed determining that effective December 31, 2017 as part of a merger process, two subsidiaries of Matrix will transfer all
their assets and liabilities subject to the provisions of section 104 of the Income Tax Ordinance.
Non-Israeli
subsidiaries are taxed according to the tax laws in their respective country of residence. Deferred income taxes were provided
in relation to undistributed earnings of non-Israeli subsidiaries, which the Group intends to distribute in the near future.
The
Group intends to permanently reinvest undistributed earnings in the foreign subsidiaries in which earnings arose, in the vast
majority of its subsidiaries. If the earnings, for which deferred taxes were not provided, were distributed in the form of dividends
or otherwise, the Group would be subject to additional Israeli income taxes (subject to an adjustment for foreign tax credits)
and non-Israeli withholding taxes.
The
amount of undistributed earnings of foreign subsidiaries that are considered to be reinvested as of December 31, 2018 was $73,651.
However, a determination of the amount of the unrecognized deferred tax liability for temporary difference related to those undistributed
earnings of foreign subsidiaries is not practicable due to the complexity of the structure of our group of investees for tax purposes
and the difficulty of projecting the amount of future tax liability.
The
amount of cash and cash equivalents that were held by the Group's investees outside of Israel and would have been subject
to income taxes if distributed as dividend as of December 31, 2017 and 2018 was $48,628 and $50,817, respectively.
c. | Tax
Reform- United States of America |
The
U.S. Tax Cuts and Jobs Act of 2017 ("TCJA") was approved by US Congress on December 20, 2017 and signed into law by
US President Donald J. Trump on December 22, 2017. This legislation makes complex and significant changes to the U.S. Internal
Revenue Code. Such changes include a reduction in the corporate tax rate and limitations on certain corporate deductions and credits,
among other changes.
The
TCJA reduces the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018. In addition, the TCJA makes
certain changes to the depreciation rules and implements new limits on the deductibility of certain expenses and deduction.
Except for one US subsidiary which has a share interest in a subsidiary in India, all of the other Group's
subsidiaries in the United States do not have any foreign subsidiaries and, therefore, the remaining provisions of the TCJAhave
no material impact on the Group's results of operations.
The
Group re-measured its U.S. deferred tax assets and liabilities, based on the rates at which they are expected to reverse in the
future. The estimated tax benefit recorded related to the re-measurement of the provisional net deferred taxes was approximately
$ 4,228 for the year ended December 31, 2017.
d. | Net
operating loss carried forward: |
As
of December 31, 2018, Formula and its subsidiaries have cumulative losses for tax purposes totaling approximately $152,107, of
which $136,397 was in respect of Israeli subsidiaries and approximately $15,710 of which was in respect of subsidiaries abroad.
As of December
31, 2018, Formula stand-alone had cumulative carry forward tax losses in Israel totaling approximately NIS 257,460 (approximately
$68,693), which can be carried forward and offset against taxable income in the future for an indefinite period.
As of December
31, 2018, certain subsidiaries of Matrix had operating carry-forward tax losses totaling approximately NIS 119,431 (approximately
$31,865), which can be carried forward and offset against taxable income in the future for an indefinite period.
As of December
31, 2018, certain subsidiaries of Magic had operating carry forward tax losses totaling approximately $14,418, which can be carried
forward and offset against taxable income in the future for an indefinite period.
As of December
31, 2018, certain subsidiaries of Sapiens had carry-forward tax losses totaling approximately $26,250. Most of these carry-forward
tax losses have no expiration date.
As of December
31, 2018 Insync did not have any carry forward tax losses.
As of December
31, 2018 Michpal did not have any carry forward tax losses.
| e. | Income tax assessments: |
Formula and
its subsidiaries are routinely examined by various tax authorities. Below is a summary of the income tax assessments of Formula
and its subsidiaries:
Formula has
received final tax assessments (or assessments that are deemed final) through the tax year 2013.
Matrix and
its subsidiaries have received final tax assessments (or assessments that are deemed final) through the tax year 2013.
Magic and
its Israeli subsidiaries have received final tax assessments (or assessments that are deemed final) through the year 2013.
Tax assessments
filed by some of Sapiens' Israeli subsidiaries through the year 2012 are considered to be final.
| f. | Deferred tax liabilities, net: |
| 1) | Presentation in consolidated statements of financial
position: |
| |
December 31, | |
| |
2018 | | |
2017 | |
Deferred taxes assets | |
$ | 14,214 | | |
$ | 15,878 | |
Deferred tax liabilities | |
| (34,800 | ) | |
| (36,605 | ) |
| |
$ | (20,586 | ) | |
$ | (20,727 | ) |
| |
December 31, | |
| |
2018 | | |
2017 | |
Net operating losses carried forward | |
$ | 4,579 | | |
$ | 8,081 | |
Intangibles and fixed assets | |
| (32,895 | ) | |
| (35,834 | ) |
Differences in measurement basis (cash basis for tax purposes) | |
| (1,571 | ) | |
| (4,298 | ) |
Other | |
| 9,301 | | |
| 11,324 | |
| |
$ | (20,586 | ) | |
$ | (20,727 | ) |
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Domestic (Israel) | |
$ | 81,317 | | |
$ | 38,204 | | |
$ | 51,552 | |
Foreign | |
| 20,379 | | |
| 14,607 | | |
| 25,711 | |
| |
| | | |
| | | |
| | |
Total | |
$ | 101,696 | | |
$ | 52,811 | | |
$ | 77,263 | |
| h. | Taxes on income (tax benefit) consist of the following: |
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Current taxes | |
$ | 30,302 | | |
$ | 22,375 | | |
$ | 20,952 | |
Deferred taxes | |
| (6,001 | ) | |
| (9,004 | ) | |
| 211 | |
| |
| | | |
| | | |
| | |
Total | |
$ | 24,301 | | |
$ | 13,371 | | |
$ | 21,163 | |
The following
table presents reconciliation between the theoretical tax expense, assuming that all income was taxed at statutory tax rates, and
the actual income tax expense, as recorded in the Group's consolidated statements of profit or loss:
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Income before income taxes, as per the statement of operations | |
$ | 101,696 | | |
$ | 52,811 | | |
$ | 77,263 | |
| |
| | | |
| | | |
| | |
Statutory tax rate in Israel | |
| 23 | % | |
| 24 | % | |
| 25 | % |
| |
| | | |
| | | |
| | |
Tax computed at the statutory tax rate | |
| 23,390 | | |
| 12,675 | | |
| 19,316 | |
| |
| | | |
| | | |
| | |
Non-deductible expenses (non-taxable income) net and tax-deductible costs not included in the accounting costs | |
| 1,393 | | |
| 1,522 | | |
| 978 | |
Effect of different tax rates | |
| 379 | | |
| 843 | | |
| (1,143 | ) |
Effect of "Approved, Beneficiary or Preferred Enterprise" status | |
| (1,233 | ) | |
| (252 | ) | |
| (1,338 | ) |
Group's share of profits of companies accounted for at equity | |
| (86 | ) | |
| (270 | ) | |
| (87 | ) |
Deferred taxes on current losses (utilization of carry forward losses) and temporary differences for which a valuation allowance was provided, net | |
| (796 | ) | |
| 4,695 | | |
| 1,442 | |
Effect of change in tax rates | |
| - | | |
| (5,796 | ) | |
| 112 | |
Taxes in respect of prior years | |
| (485 | ) | |
| (227 | ) | |
| 1,718 | |
Uncertain tax positions | |
| 2,703 | | |
| 342 | | |
| (234 | ) |
Other | |
| (964 | ) | |
| (439 | ) | |
| 399 | |
| |
| | | |
| | | |
| | |
Taxes on income | |
$ | 24,301 | | |
$ | 13,371 | | |
$ | 21,163 | |
| j. | Uncertain tax positions: |
A reconciliation
of the beginning and ending amount of total unrecognized tax benefits in Formula's subsidiaries is as follows:
Balance as of December 31, 2015 | |
| 2,492 | |
| |
| | |
Increase due to consolidation in a subsidiary | |
| 227 | |
Decrease related to prior years' tax positions | |
| (286 | ) |
Increase related to current year tax positions | |
| 847 | |
| |
| | |
Balance as of December 31, 2016 | |
| 3,280 | |
| |
| | |
Increase due to consolidation in a subsidiary | |
| 66 | |
Decrease related to prior years' tax positions | |
| (135 | ) |
Increase related to current year tax positions | |
| 813 | |
| |
| | |
Balance as of December 31, 2017 | |
| 4,024 | |
| |
| | |
Decrease related to prior years' tax positions | |
| (198 | ) |
Increase related to current year tax positions | |
| 2,775 | |
| |
| | |
Balance as of December 31, 2018 | |
| 6,601 | |
Although the
Group believes that it has adequately provided for any reasonably foreseeable outcomes related to tax audits and settlement, there
is no assurance that the final tax outcome of its tax audits will not be different from that which is reflected in the Group's
income tax provisions. Such differences could have a material effect on the Group's income tax provision, cash flow from
operating activities and net income in the period in which such determination is made.
The entire
balance of unrecognized tax benefits, if recognized, would reduce the Group's annual effective tax rate.
|
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Supplementary Financial Statement Information
|
12 Months Ended |
Dec. 31, 2018 |
Supplementary Financial Statement Information [Abstract] |
|
SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION |
Note 22:- Supplementary
Financial Statement Information
| a. | Non-controlling interest in material partially owned subsidiaries: |
| |
December 31, | |
| |
2018 | | |
2017 | |
Matrix and its subsidiaries | |
$ | 106,667 | | |
$ | 104,750 | |
Sapiens and its subsidiaries | |
| 193,832 | | |
| 193,973 | |
Magic and its subsidiaries | |
| 137,158 | | |
| 114,925 | |
Other | |
| 110 | | |
| 72 | |
| |
$ | 437,767 | | |
$ | 413,720 | |
| b. | Financial income and expenses: |
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
Financial expenses: | |
| | | |
| | | |
| | |
Financial expenses related to liabilities in respect of business combinations | |
$ | 1,108 | | |
$ | 765 | | |
$ | 2,602 | |
Interest expenses on loans and borrowings | |
| 6,891 | | |
| 7,700 | | |
| 6,061 | |
Financial costs related to Debentures | |
| 5,479 | | |
| 2,832 | | |
| 1,959 | |
Bank charges, negative foreign exchange differences and other financial expenses | |
| 2,374 | | |
| 18,573 | | |
| 6,972 | |
| |
| 15,852 | | |
| 29,870 | | |
| 17,594 | |
Financial income: | |
| | | |
| | | |
| | |
Income from marketable securities and embedded derivative | |
| 832 | | |
| 138 | | |
| 865 | |
Interest income from deposits, positive foreign exchange differences and other financial income | |
| 6,730 | | |
| 8,613 | | |
| 5,143 | |
| |
| 7,562 | | |
| 8,751 | | |
| 6,008 | |
| |
| | | |
| | | |
| | |
Total | |
$ | 8,290 | | |
$ | (21,119 | ) | |
$ | (11,586 | ) |
| c. | Geographical information: |
| 1) | The Group's property and equipment is located
as follows: |
| |
December 31, | |
| |
2018 | | |
2017 | |
| |
| | |
| |
Israel | |
$ | 22,401 | | |
$ | 22,615 | |
United States | |
| 4,033 | | |
| 4,369 | |
Europe | |
| 1,307 | | |
| 1,412 | |
Japan | |
| 282 | | |
| 302 | |
Other | |
| 1,159 | | |
| 1,109 | |
| |
| | | |
| | |
Total | |
$ | 29,182 | | |
$ | 29,807 | |
The Group's
revenues classified by geographic area (based on the location of customers) are as follows:
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
Israel | |
$ | 893,605 | | |
$ | 846,298 | | |
$ | 663,341 | |
International: | |
| | | |
| | | |
| | |
United States | |
| 418,148 | | |
| 322,892 | | |
| 283,297 | |
Europe | |
| 141,316 | | |
| 131,025 | | |
| 115,444 | |
Africa | |
| 13,726 | | |
| 24,370 | | |
| 2,296 | |
Japan | |
| 11,053 | | |
| 15,763 | | |
| 38,310 | |
Other (mainly Asia pacific) | |
| 15,140 | | |
| 14,791 | | |
| 5,933 | |
Total | |
$ | 1,492,988 | | |
$ | 1,355,139 | | |
$ | 1,108,621 | |
The following
table presents the computation of basic and diluted net earnings per share for the Group:
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Numerator: | |
| | | |
| | | |
| | |
Basic earnings per share – net income attributable to equity holders of the Company | |
$ | 32,365 | | |
$ | 10,352 | | |
$ | 22,455 | |
Diluted earnings per share - net income attributable to equity holders of the Company | |
$ | 33,376 | | |
$ | 10,085 | | |
$ | 23,207 | |
Denominator: | |
| | | |
| | | |
| | |
Basic earnings per share - weighted average shares outstanding | |
| 14,740 | | |
| 14,437 | | |
| 14,214 | |
Effect of dilutive securities | |
| 831 | | |
| 295 | | |
| 1,311 | |
| |
| | | |
| | | |
| | |
Diluted earnings per share – adjusted weighted average shares outstanding | |
| 15,571 | | |
| 14,732 | | |
| 15,525 | |
| |
| | | |
| | | |
| | |
Basic net earnings per share | |
| 2.20 | | |
| 0.72 | | |
| 1.58 | |
| |
| | | |
| | | |
| | |
Diluted net earnings per share | |
| 2.14 | | |
| 0.68 | | |
| 1.49 | |
|
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Operating Segments
|
12 Months Ended |
Dec. 31, 2018 |
Operating Segments [Abstract] |
|
OPERATING SEGMENTS |
Note
23:- operating segments
The Group is
engaged through five directly held subsidiaries; Matrix; Magic; Sapiens; Insync and Michpal; and one jointly controlled entity:
TSG, in providing software services, proprietary and non-proprietary software solutions, software product marketing and support,
computer infrastructure and integration solutions and training and integration.
Matrix
Matrix IT
Ltd. is Israel's leading IT services company. Matrix provides software solutions and services, software development projects,
outsourcing, integration of software systems and services – all in accordance with its customers' specific needs. Matrix
also provides upgrading and expansion of existing software systems.
Matrix operates
through its directly and indirectly held subsidiaries in the following segments: (1) Information Technology (IT) Software solutions
and services, Consulting & Management in Israel; (2) Information Technologies (IT) Software solutions and services in the U.S;
(3) Training and integration; (4) Computer infrastructure and integration solutions; and, (5) Software product marketing and support.
Information
Technologies (IT) Software solutions and services, Consulting & Management in Israel:
The software
solutions and services in Israel provided by Matrix consist mainly of providing tailored software solutions and upgrading and expanding
existing software systems. These services include, among others, developing customized software, adapting software to the customer's
specific needs, implementing software and modifying it based on the customer's needs, outsourcing, project management, software
testing and QA and integrating all or part of the above elements. The scope of work invested in each element varies from one customer
to the other. In 2018, activity in Software solutions and value added services in Israel accounted for approximately 61% of Matrix's
revenues for approximately 45% of its operating income, respectively.
Information
Technologies (IT) Software solutions and services in the U.S:
Matrix activities
in this segment are primarily providing software solutions and services of Governance Risk and Compliance ("GRC") experts,
including activities on the following topics: risk management, management and prevention of fraud, Anti-Money Laundering and securing
compliance with the regulations on these issues, through Matrix-IFS (formerly Exzac Inc.), a wholly owned subsidiary of Matrix,
as well as providing solutions and specialized technological services in areas such as: portals, BI (Business Intelligence) DBA
(Data Base Administration), CRM (Customer Relation Management) and EIM (Enterprise Information Management), and in addition, the
activity in this segment includes IT help desk services specializing in healthcare and software product distribution services particularly
IBM products. The activity in this segment is performed mostly through Matrix IFS and Xtivia Technologies Inc., wholly owned subsidiaries
of Matrix. In 2018, activity in the U.S accounted for approximately 12% of Matrix's revenues and for approximately 26% of
its operating income, because of higher operating gross margin in the U.S.
Training
and integration:
Matrix's activities
in this segment consist of operating a network of high-tech training and instruction centers which provide application courses,
professional training courses and advanced professional studies in the high-tech industry, courses of soft skills and management
training and provision of training and implementation of computer systems. In 2018, activity in training and integration accounted
for approximately 5% of Matrix's revenues and for approximately 8% of its operating income, respectively.
Computer
infrastructure and integration solutions:
Matrix's activities
in this segment is primarily providing computer solutions to computer and communications infrastructures, marketing and sale of
computers and peripheral equipment to business customers, providing related services, and cloud computing solutions (through
the business specializing unit of the Company - Cloud Zone) and a myriad of services regarding Database services and Big data services
(through the specialized business unit Data zone). In 2018, activity in Computer infrastructure and integration solutions accounted
for approximately 17% of Matrix's revenues and for approximately 11% of its operating income, respectively.
Software
product marketing and support:
Matrix's activities
in this segment include marketing, distributing and support for various software products, the principal of which are CRM, computer
systems management infrastructures, web world content management, database and data warehouse mining, application integration,
database and systems, data management and software development tools. In 2018, activity in software product marketing and support
accounted for about 5% of Matrix's revenues and for approximately 10% of its operating income, respectively.
Sapiens
Sapiens is
a leading global provider of software solutions for the insurance industry. Sapiens' extensive expertise is reflected in
its innovative software platforms, suites, solutions and services for property & casualty (P&C); life, pension & annuity
(L&A); reinsurance; financial and compliance (F&C); workers' compensation (WC); and financial markets. Sapiens offers
a full digital suite that facilitates an innovative, holistic and seamless digital experience for carriers, agents, customers and
assorted insurance personnel, across multiple devices and technologies. Sapiens' offerings enable its customers to effectively
manage their core business functions, including policy administration, claims and billing, and to offer support during an insurer's
journey to becoming a digital insurer. Sapiens' portfolio also covers underwriting, illustration and electronic application.
Sapiens also
supplies a complete reinsurance offering for providers and a decision management platform tailored to a variety of financial services
providers, so that business users can quickly deploy business logic and comply with policies and regulations across their organizations.
Magic
Magic is a
global provider of: (i) proprietary application development and business process integration platforms; (ii) selected packaged
vertical software solutions; as well as (iii) a vendor of software services and IT outsourcing software services.
Magic technology
is used by customers to develop, deploy and integrate on-premise, mobile and cloud-based business applications quickly and cost
effectively. In addition, its technology enables enterprises to accelerate the process of delivering business solutions that meet
current and future needs and allow customers to dramatically improve their business performance and return on investment. To complement
its software products and to increase its traction with customers, Magic also offers a vast portfolio of professional services
in the areas of infrastructure design and delivery, application development, technology consulting planning and implementation
services, support services, cloud computing for deployment of highly available and massively-scalable applications and API's and
supplemental outsourcing services.
In addition,
Magic offers, through certain of its subsidiaries, a variety of proprietary comprehensive packaged software solutions for (i) revenue
management and monetization solutions in mobile, wireline, broadband and mobile virtual network operator/enabler, or MVNO/E ("Leap");
(ii) enterprise management systems for both hubs and traditional air cargo ground handling operations from physical handling and
cargo documentation through customs, seamless electronic data interchange, or EDI communications, dangerous goods, special handling,
track and trace, security to billing ("Hermes"); (iii) enterprise human capital management, or HCM, solutions, to facilitate
the collection, analysis and interpretation
of quality data about people, their jobs and their performance, to enhance HCM decision making ("HR Pulse"); (iv) comprehensive
systems for managing broadcast channels in the area of TV broadcast management through cloud-based on-demand service or on-premise
solutions; and (vi) enterprise-wide and fully integrated medical platform ("Clicks"), specializing in the design and
management of patient-file oriented software solutions for managed care and large-scale health care providers. This platform allows
providers to securely access an individual's electronic health record at the point of care, and it organizes and proactively
delivers information with potentially real time feedback to meet the specific needs of physicians, nurses, laboratory technicians,
pharmacists, front- and back-office professionals and consumers.
Magic solutions
are used by customers to develop, deploy and integrate on-premise, mobile and cloud-based business applications quickly and cost
effectively. In addition, its technology enables enterprises to accelerate the process of delivering business solutions that meet
current and future needs and allow customers to dramatically improve their business performance and return on investment. Its software
solutions include application platforms for developing and deploying specialized and high-end large-scale business applications
(Magic xpa application platform, formerly branded uniPaaS and Appbuilder), an integration platform that allows the integration
and interoperability of diverse solutions, applications and systems in a quick and efficient manner (Magic xpi business and process
integration platform, formerly branded iBOLT) and a hybrid integration platform as a service (IPaaS), which enables customers to
accelerate digital transformation on the cloud, on-premises or on both (Magic xpc). These solutions enable Magic customers to improve
their business performance and return on investment by supporting the affordable and rapid delivery and integration of business
applications, systems and databases.
Magic products
and services are available through a global network of regional offices, independent software vendors, system integrators, distributors
and value added resellers as well as original equipment manufacturers and consulting partners in approximately 50 countries.
Insync
InSync is a
U.S based national supplier of employees to Vendor Management Systems (VMS) Workforce Management Program accounts. Insync specializes
in providing professionals in the following areas; Accounting and Finance, Administrative, Customer Service, Clinical, Scientific
and Healthcare, Engineering, Manufacturing and Operations, Human Resources, IT Technology, LI/MFG, and Marketing and Sales. InSync
currently supports more than 30 VMS program customers with employees in over 40 states.
Michpal
Michpal, an
Israeli registered company, is a developer of proprietary, on-premise payroll software solution for processing traditional payroll
stubs to Israeli enterprises and payroll service providers. Michpal also developed several complementary modules such as attendance
reporting, which are sold to its customers for additional fees. As of December 31, 2018, Michpal serves approximately 8,000 customers,
most of which are long-term customers.
TSG
TSG is a global
high technology company engaged in high-end technical solutions for protecting the safety of national borders, improving data gathering
mechanisms, and enhancing communications channels for military, homeland security and civilian organizations.
TSG operates
primarily in the defense and homeland security arenas. The nature of military and homeland security actions in recent years, including
low intensity conflicts and ongoing terrorist activities, as well as budgetary pressures to focus on leaner but more technically
advanced forces, have caused a shift in the defense and homeland security priorities for many of TSG's major customers. As
a result, TSG believes there is a continued demand in the areas of command, control, communications, computer and intelligence
(C4I) systems, intelligence, surveillance and reconnaissance (ISR) systems, intelligence gathering systems, border and perimeter
security systems, cyber-defense systems. There is also a continuing demand for cost effective logistic support and training and
simulation services. TSG believes that its synergistic approach of finding solutions that combine elements of its various activities
positions it to meet evolving customer requirements in many of these areas.
TSG tailors
and adapts its technologies, integration skills, market knowledge and operationally-proven systems to each customer's individual
requirements in both existing and new platforms. By upgrading existing platforms with advanced technologies, TSG provides customers
with cost-effective solutions, and its customers are able to improve their technological and operational capabilities within limited
budgets.
TSG markets
its systems and products either as a prime contractor or as a subcontractor to various governments and defense and homeland security
contractors worldwide. In Israel, TSG sells its defense, intelligence and homeland security systems and products mainly to the
IMOD, which procures all equipment for the Israeli Defense Force (IDF).
| b) | Consolidated Goodwill in material partially owned
subsidiaries: |
| |
December 31, | |
| |
2018 | | |
2017 | |
Matrix and its subsidiaries | |
$ | 215,428 | | |
$ | 200,440 | |
Sapiens and its subsidiaries | |
| 311,489 | | |
| 303,955 | |
Magic and its subsidiaries | |
| 95,006 | | |
| 98,189 | |
Michpal and its subsidiaries | |
| 18,932 | | |
| 14,688 | |
| |
$ | 640,855 | | |
$ | 617,272 | |
| c) | Reporting on operating segments: |
The operating
segments are identified on the basis of information that is reviewed by the chief operating decision maker ("CODM") to
make decisions about resources to be allocated and assess its performance. The CODM have been identified as Formula's CEO.
The CODM assess the performance of the Group based on each of the Group's directly held investees' operating income
(or loss). Headquarters and finance expenses of Formula are allocated proportionally among the investees.
| |
Matrix | | |
Sapiens | | |
Magic | | |
Other | | |
Adjustments | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Year ended December 31, 2018: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Revenues from external customers | |
| 878,188 | | |
| 289,707 | | |
| 282,205 | | |
| 109,041 | | |
| (66,153 | ) | |
| 1,492,988 | |
Inter-segment revenues | |
| 2,869 | | |
| - | | |
| 2,170 | | |
| 80 | | |
| (5,119 | ) | |
| - | |
Revenues | |
| 881,057 | | |
| 289,707 | | |
| 284,375 | | |
| 109,121 | | |
| (71,272 | ) | |
| 1,492,988 | |
Unallocated corporate expenses | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,113 | ) | |
| (2,113 | ) |
Depreciation and amortization | |
| 8,554 | | |
| 26,249 | | |
| 12,562 | | |
| 5,081 | | |
| (3,712 | ) | |
| 48,734 | |
Operating income | |
| 61,264 | | |
| 16,799 | | |
| 31,698 | | |
| 4,210 | | |
| (4,354 | ) | |
| 109,617 | |
Financial expenses, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (8,290 | ) |
Group's share of profits of companies accounted for at equity, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 369 | |
Taxes on income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (24,301 | ) |
Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 77,395 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Year ended December 31, 2017: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Revenues from external customers | |
| 790,946 | | |
| 269,194 | | |
| 256,207 | | |
| 105,608 | | |
| (66,816 | ) | |
| 1,355,139 | |
Inter-segment revenues | |
| 3,679 | | |
| - | | |
| 1,933 | | |
| 200 | | |
| (5,812 | ) | |
| - | |
Revenues | |
| 794,625 | | |
| 269,194 | | |
| 258,140 | | |
| 105,808 | | |
| (72,628 | ) | |
| 1,355,139 | |
Unallocated corporate expenses | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,472 | ) | |
| (3,472 | ) |
Depreciation and amortization | |
| 6,855 | | |
| 21,969 | | |
| 13,611 | | |
| 4,935 | | |
| (3,724 | ) | |
| 43,646 | |
Operating income (loss) | |
| 54,337 | | |
| (5,053 | ) | |
| 25,956 | | |
| 3,670 | | |
| (6,104 | ) | |
| 72,806 | |
Financial expenses, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (21,119 | ) |
Group's share of profits of companies accounted for at equity, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,124 | |
Taxes on income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (13,371 | ) |
Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 39,440 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Year ended December 31, 2016: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Revenues from external customers | |
| 660,012 | | |
| 216,190 | | |
| 198,096 | | |
| 72,585 | | |
| (38,262 | ) | |
| 1,108,621 | |
Inter-segment revenues | |
| 2,578 | | |
| - | | |
| 3,550 | | |
| - | | |
| (6,128 | ) | |
| - | |
Revenues | |
| 662,590 | | |
| 216,190 | | |
| 201,646 | | |
| 72,585 | | |
| (44,390 | ) | |
| 1,108,621 | |
Unallocated corporate expenses | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,713 | ) | |
| (2,713 | ) |
Depreciation and amortization | |
| 6,513 | | |
| 14,227 | | |
| 11,608 | | |
| 3,314 | | |
| (3,292 | ) | |
| 32,370 | |
Operating income | |
| 48,776 | | |
| 20,636 | | |
| 21,087 | | |
| 2,198 | | |
| (4,197 | ) | |
| 88,500 | |
Financial expenses, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (11,586 | ) |
Group's share of profits of companies accounted for at equity, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 349 | |
Taxes on income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (21,163 | ) |
Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 56,100 | |
|
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Subsequent Events
|
12 Months Ended |
Dec. 31, 2018 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
24:- SUBSEQUENT EVENTS
| a) | On January 1, 2019 Matrix's board of directors approved, following the approval by Matrix
compensation committee, the grant of 1,440,000 options which are exercisable into up to 1,440,000 ordinary shares of Matrix of
NIS 1 par value each to 20 senior officers of Matrix or of corporations controlled by it. The exercise price of the options was
NIS 41.70 at the date of their grant, and it is subject to adjustments, including upon the distribution of dividends. Half of the
options will vest on January 1, 2021, quarter of the options will vest on January 1, 2022, and the rest vested on January 1, 2023.
When the actual exercise will take place, shares will be allotted in the net exercise mechanism. Matrix will not get paid in cash. |
| b) | On February 6, 2019 Matrix concluded the acquisition of 80% of the share capital of Dana Engineering
Ltd., an Israeli based company providing project management services in the field of national infrastructure in Israel, for total
cash consideration of NIS 52,000 (approximately $14,370). Matrix and the seller hold mutual options to purchase and sell (respectively)
the remaining 20% interest in Dana Engineering which may be exercised following the second year anniversary of the acquisition. |
| c) | In March, 2019 Matrix concluded the acquisition of 100% of the share capital of MedaTech Ltd.,
an Israeli company and the leading business partner of Priority ERP with over 1,000 customers in a variety of verticals, for cash
consideration of approximately NIS 85,000 approximately $23,600. |
| d) | In March 2019 Magic concluded the acquisition of 100% of the share capital of Powwow Inc. a US
based company and the creator of SmartUX™, a leading Low-Code development platform for mobilizing and modernizing enterprise
apps which allow enterprises to rapidly transform any Windows or web application, workflow or data source into a full responsive
and secure app that runs anywhere and on any device, with no disruption to the business. |
| e) | On March 26, 2019, the remaining outstanding Series B Convertible Debentures of the Company matured,
and the Company repaid the holders of those debentures the entire remaining outstanding principal amount of NIS 44.5 million ($11.4
million), together with interest of $1.1 million, due under the debentures. That remaining principal amount had been reduced previously
due to conversions of Series B Convertible Debentures that were effected during 2018 and 2019. Upon the Company's final repayment,
all outstanding Series B Convertible Debentures were retired, and no such debentures are outstanding as of the date of this financial
statements (see note 15(ii)). |
| f) | On March 31, 2019, Formula consummated a public offering in Israel of a new series of secured debentures
- Series C Secured Debentures— in an aggregate NIS 300,000 par value amount, at a price of NIS 1,000 for each unit of NIS
1,000 principal amount. The aggregate gross proceeds from the public offering totaled NIS 298,500 (approximately $82,186). The
Series C Secured Debentures are secured by liens on the shares of Formula's subsidiaries, and are listed for trading only
on the TASE (6,031,761 shares of Matrix; 2,411,474 shares of Magic and 2,957,590 shares of Sapiens). Each Series C Debenture unit
bears interest at a fixed annual rate equal to 2.29%, which interest will be paid out on a semi-annual basis. The principal amount
of the Series C Debentures will be payable by Formula in seven annual installments from December 1, 2020 through December 1, 2026,
the first five of which will each constitute 11% of the principal, and the final two of which will each constitute 22.5% of the
principal. |
|
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Significant Accounting Policies (Policies)
|
12 Months Ended |
Dec. 31, 2018 |
Significant Accounting Policies [Abstract] |
|
Basis of presentation of the financial statements |
| 1) | Basis
of presentation of the financial statements |
These
financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board (“IFRS”).
The
financial statements for the year ended December 31, 2016 were the Group’s first consolidated financial statements prepared
in accordance with IFRS. The date of transition to IFRS was January 1, 2015. For all periods up to and including the year ended
December 31, 2015, the Group prepared its financial statements in accordance with United States generally accepted accounting
principles (“U.S. GAAP”). Accordingly, the Group’s first consolidated financial statements that comply with
IFRS are applicable as of December 31, 2016, together with the comparative period data for the year ended December 31, 2015.
The
Company’s financial statements have been prepared on a cost basis, except for certain assets and liabilities such as: financial
assets measured at fair value through other comprehensive income; contingent liabilities related to business combination and other
financial assets and liabilities (including derivatives) which are presented at fair value through profit or loss.
The
Company has elected to present the profit or loss items using the function of expense method.
|
Use of judgments, estimates and assumptions |
| 2) | Use
of judgments, estimates and assumptions: |
The
preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that have
an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses
in the financial statements. The Company’s management believes that the estimates and assumptions used are reasonable based
upon information available at the time they are made. These estimates and underlying assumptions are reviewed regularly. Actual
results could differ from those estimates. Changes in accounting estimates are reported in the period of the change in estimate.
The judgments,
estimates and assumptions which have the most significant effect on the amounts recognized in the financial statements are employed
in determining values of goodwill and identifiable intangible assets and their subsequent impairment analysis, revenue recognition,
timing of commitment to execution of transactions, tax assets and tax positions, legal contingencies, research and development
capitalization, classification of leases, contingent consideration related to acquisitions, determining the fair value of put options
of non-controlling interests, pension and other post-employment benefits and share-based compensation costs. These judgements,
estimates and assumptions also impact the Company’s assessment as to whether it has effective control over companies in which
it holds less than the majority of the voting rights.
|
Consolidated financial statements |
| 3) | Consolidated
financial statements: |
The
consolidated financial statements comprise the financial statements of companies that are controlled by the Company (subsidiaries).
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing
whether an entity has control. The consolidation of the financial statements commences on the date on which control is obtained
and ends when such control ceases.
Effective
control:
In a situation
where the Company holds less than a majority of voting power in a given entity, but that power is sufficient to enable the Company
to unilaterally direct the relevant activities of such entity, then the control is exercised. When assessing whether voting rights
held by the Company are sufficient to give it power, the Company considers all facts and circumstances, including: the amount of
those voting rights relative to the amount and dispersion of other vote holders; potential voting rights held by the Company and
other shareholders or parties; rights arising from other contractual arrangements; significant personal ties; and any additional
facts and circumstances that may indicate that the Company has, or does not have the ability to direct the relevant activities
when decisions need to be made, inclusive of voting patterns observed at previous meetings of shareholders.
Sapiens:
| i) | Governing
bodies of Sapiens: |
Decisions
of Sapiens’ shareholders general meeting are taken by a simple majority of votes represented at the general meeting. The
annual (ordinary) general meeting adopts resolutions to appoint individual directors, choose Sapiens’ independent auditors
for the next year, as well as approve the company’s financial statements and the management’s report on operations.
In
accordance with Sapiens’ articles of association, the board of directors of Sapiens is responsible for managing its current
business operations and is authorized to take substantially all decisions which are not specifically reserved to Sapiens’
shareholders by its articles of association, including the decision to pay out dividends. Sapiens’ board of directors is
composed of 6 members, 4 of whom are independent directors. For the last 8 years, the Company has consistently reappointed the
same members of the board of directors. Likewise, the previous composition of the board of directors was re-elected during the
general meeting that was held in December 2018.
| ii) | Shareholders
structure of Sapiens: |
Sapiens’
shareholders structure is dispersed because, apart from the Company, just two financial institution held more than 5% of the
voting rights at the general meeting (representing 5.1%, and 6.5%, of the votes, respectively). There is no evidence that any shareholders have or had granted to any other shareholder
a voting proxy at the general meeting. Over the last five years from 2014 to 2018, Sapiens’ general meetings were
attended by shareholders representing in total between 70% and 80% of the total voting power (including the Company’s
share power and bearing in mind that the Company presently holds approximately 48.08% of total voting rights). This means
that the level of activity of Sapiens’ other shareholders is relatively moderate or low. As of December 31, 2018, the
attendance from shareholders would have to be higher than 96.2% in order to deprive the Company of an absolute majority of
votes at the general meeting.
In accordance with voting patterns
at Sapiens’ shareholders’ meetings in recent years, it is the Company’s management’s belief that achieving such
a high attendance seems unlikely.
Magic:
| i) | Governing
bodies of Magic: |
Decisions of Magic’s shareholders’
general meeting are taken by a simple majority of votes represented at the general meeting. The annual (ordinary) general meeting
adopts resolutions to elect individual directors, appoint Magic’s independent auditors for the next year, as well as to approve
Magic’s financial statements and the management’s report on operations.
In
accordance with the Magic’s articles of association, the board of directors of Magic is responsible for managing Magic’s
current business operations and is authorized to take substantially all decisions which are not specifically reserved to Magic
shareholders by its articles of association, including the decision to pay out dividends. Magic’s board of directors is
composed of 5 members, 3 of whom are independent directors. In recent years, the Company has consistently reappointed mostly the
same members of the board of directors. The only exception was the appointment of Mr. Avi Zakaya, who has replaced Mr. Yechezkel
Zeira after nine years of service.
| ii) | Shareholders
structure of Magic: |
Magic’s shareholders’
structure is dispersed because, apart from the Company, as of December 31, 2018, there were just four financial institutions holding
more than 5% of Magic’s voting power (representing 7.4%, 6.0%, 5.9% and 5.6% of the votes, respectively). There is no evidence
that any of the shareholders have or had granted to any other shareholder a voting proxy at the general meeting. Over the last
five years from 2014 to 2018, Magic’s general meetings were attended by shareholders representing not more than 70% of total
voting rights (including the Company’s share power and bearing in mind that the Company presently holds approximately 45.21%
of total voting power). This means that the level of activity of Magic’s other shareholders is relatively moderate or low.
As of December 31, 2018, the attendance by shareholders would have to be higher than 90.4% in order to deprive the Company of an
absolute majority of votes at the general meeting. In accordance with voting patterns at Magic’s shareholders’ meetings in
recent years, it is the Company’s management belief that achieving such a high attendance seems unlikely.
Matrix:
| i) | Governing
bodies of Matrix: |
Decisions of Matrix’s
shareholders general meeting are taken by a simple majority of votes represented at the general meeting. The annual (ordinary)
general meeting adopts resolutions to elect individual directors, appoint Matrix’s independent auditors for the next year,
as well as approve the company’s financial statements and management’s report on operations. In accordance with Matrix’s
articles of association, the board of directors of Matrix is responsible for managing its current business operations and is authorized
to take substantially all decisions which are not specifically reserved to Matrix’s shareholders by its articles of association,
including the decision to pay out dividends. Matrix’s board of directors is composed of 5 members, 3 of whom are independent
directors. For the last 5 years (i.e., 2014-2018), the Company has consistently reappointed mostly the same members of the board
of directors. The only exceptions were the appointment of Ms. Yafit Keret, who has replaced Ms. Michal Leshem after nine years
of service as an external director in accordance with the Companies Law, 5759-1999 and the retirement of Mr. Pinchas Grinfeld.
| ii) | Shareholders’
structure of Matrix: |
Matrix’s
shareholders structure is dispersed because, apart from the Company, as of December 31, 2018 there was just one financial institution
holding more than 5% of Matrix’s voting power (9.0% of the votes). There is no evidence that any of the shareholders have
or had granted to any other shareholder a voting proxy at the general meeting. Over the last five years from 2014 to 2018, Matrix’s
general meetings were attended by shareholders representing not more than between 75% and 82% of total voting rights (including
the Company’s share power and bearing in mind that the Company presently holds approximately 49.21% of total voting power).
This means that the level of activity of Matrix’s other shareholders is relatively moderate or low. As of December 31, 2018,
the attendance by shareholders would have to be higher than 98.4% in order to deprive the Company of an absolute majority of votes
at the general meeting. In accordance with voting patterns at Matrix’s shareholders’ meetings in recent years, it is the
Company’s management’s belief that achieving such a high attendance seems unlikely.
The
financial statements of the Company and of the investees, after being adjusted to comply with IFRS, are prepared for the same
reporting period and using consistent accounting treatment of similar transactions and economic activities. Any discrepancies
in the applied accounting policies are eliminated by making appropriate adjustments. Significant intragroup balances and transactions
and gains or losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements.
Non-controlling
interests in subsidiaries represent the equity in subsidiaries not attributable, directly or indirectly, to a parent. Non-controlling
interests are presented in equity separately from the equity attributable to the equity holders of the Company. Profit or loss
and components of other comprehensive income are attributed to the Company and to non-controlling interests. Losses are attributed
to non-controlling interests even if they result in a negative balance of non-controlling interests in the consolidated statement
of financial position.
Changes
in the share interest in a subsidiary that do not result in a loss of control are recognized as a change in equity, by adjusting
the balance of the non-controlling interests against the equity attributable to the equity holders of the Company, and net of
the consideration paid or received.
|
Business combinations and goodwill |
| 4) | Business
combinations and goodwill: |
Business
combinations are accounted for by applying the acquisition method. The cost of the acquisition is measured at the fair value of
the consideration transferred on the acquisition date with the addition of non-controlling interests in the acquiree. In each
business combination, the Company determines whether to measure the non-controlling interests in the acquiree based on their fair
value on the acquisition date or at their proportionate share in the fair value of the acquiree's net identifiable assets.
Direct
acquisition costs are carried to the statement of profit or loss as incurred.
In
a business combination achieved in stages, equity interests in the acquiree that had been held by the acquirer prior to obtaining
control are measured at the acquisition date fair value while recognizing a gain or loss resulting from the revaluation of the
prior investment on the date of achieving control.
Contingent
consideration is recognized at fair value on the acquisition date and classified as a financial asset or liability in accordance
with IFRS 9, "Financial Instruments". Subsequent changes in the fair value of the contingent consideration are recognized
in profit or loss. If the contingent consideration is classified as an equity instrument, it is measured at fair value on the
acquisition date without subsequent remeasurement.
Goodwill
is initially measured at cost which represents the excess of the acquisition consideration and the amount of non-controlling interests
over the net identifiable assets acquired and liabilities assumed. If the resulting amount is negative, the acquirer recognizes
the resulting gain on the acquisition date without subsequent measurement.
|
Investment in joint arrangements |
| 5) | Investment
in joint arrangements: |
Joint
arrangements are arrangements in which the Company has joint control. Joint control is the contractually agreed sharing of control
of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties
sharing control.
In
joint ventures the parties that have joint control of the arrangement have rights to the net assets of the arrangement. A joint
venture is accounted for by using the equity method.
In
joint operations the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities
relating to the arrangement. The Company recognizes in relation to its interest its share of the assets, liabilities, revenues
and expenses of the joint operation.
|
Investments in associates |
| 6) | Investments
in associates: |
Associates
are companies in which the Group has significant influence over the financial and operating policies without having control. The
investment in an associate is accounted for using the equity method.
|
Investments accounted for using the equity method |
| 7) | Investments
accounted for using the equity method: |
The
Group’s investments in associates and joint ventures are accounted for using the equity method. Under the equity method,
the investment in the associate or in the joint venture is presented at cost with the addition of post-acquisition changes in
the Group’s share of net assets, including other comprehensive income of the associate or the joint venture. Gains and losses
resulting from transactions between the Group and the associate or the joint venture are eliminated to the extent of the interest
in the associate or in the joint venture.
Goodwill
relating to the acquisition of an associate or a joint venture is presented as part of the investment in the associate or the
joint venture, measured at cost and not systematically amortized. Goodwill is evaluated for impairment as part of the investment
in the associate or in the joint venture as a whole.
The
financial statements of the Company and of the associate or joint venture are prepared as of the same dates and periods. The accounting
policies applied in the financial statements of the associate or the joint venture are uniform and consistent with the policies
applied in the financial statements of the Group.
Upon
the acquisition of an associate or a joint venture achieved in stages when the former investment in the acquiree was accounted
for pursuant to the provisions of IFRS 9, the Group adopts the principles of IFRS 3 regarding business combinations achieved in
stages. Consequently, equity interests in the acquiree that had been held by the Group prior to achieving significant influence
or joint control are measured at fair value on the acquisition date and are included in the acquisition consideration while recognizing
a gain or loss resulting from the fair value measurement.
The
equity method is applied until the loss of significant influence in the associate or loss of joint control in the joint venture
or classification as investment held for sale.
On
the date of loss of significant influence or joint control, the Group measures any remaining investment in the associate or the
joint venture at fair value and recognizes in profit or loss the difference between the fair value of any remaining investment
plus any proceeds from the sale of the investment in the associate or the joint venture and the carrying amount of the investment
on that date.
|
Functional currency, presentation currency and foreign currency |
| 8) | Functional
currency, presentation currency and foreign currency: |
| i. | Functional
currency and presentation currency: |
The
presentation currency of the financial statements is the U.S dollars (the “dollar”). The Group determines the functional
currency of each investee, including companies accounted for at equity. The currency of the primary economic environment in which
the operations of Formula and certain of its investees are conducted is the dollar, thus, the dollar is the functional and reporting
currency of Formula and certain of its investees.
Assets,
including fair value adjustments upon acquisition, and liabilities of an investee which is a foreign operation, are translated
at the closing rate at each reporting date. Profit or loss items are translated at average exchange rates for all periods presented.
The resulting translation differences are recognized in other comprehensive income (loss).
Intragroup
loans for which settlement is neither planned nor likely to occur in the foreseeable future are, in substance, a part of the investment
in the foreign operation and, accordingly, the exchange rate differences from these loans (net of the tax effect) are recorded
in other comprehensive income (loss).
Upon
the full or partial disposal of a foreign operation resulting in loss of control in the foreign operation, the cumulative gain
(loss) from the foreign operation which had been recognized in other comprehensive income is transferred to profit or loss. Upon
the partial disposal of a foreign operation which results in the retention of control in the subsidiary, the relative portion
of the amount recognized in other comprehensive income is reattributed to non-controlling interests.
| ii. | Transactions,
assets and liabilities in foreign currency: |
Transactions
denominated in foreign currency are recorded upon initial recognition at the exchange rate at the date of the transaction. After
initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each reporting date into
the functional currency at the exchange rate at that date. Exchange rate differences, other than those capitalized to qualifying
assets or accounted for as hedging transactions in equity, are recognized in profit or loss. Non-monetary assets and liabilities
denominated in foreign currency and measured at cost are translated at the exchange rate at the date of the transaction. Non-monetary
assets and liabilities denominated in foreign currency and measured at fair value are translated into the functional currency
using the exchange rate prevailing at the date when the fair value was determined.
|
Cash equivalents |
Cash
equivalents are considered highly liquid investments, including unrestricted short-term bank deposits with an original maturity
of three months or less from the date of investment or with a maturity of more than three months, but which are redeemable on
demand without penalty and which form part of the Group's cash management. Cash and cash equivalent includes amounts held
primarily in New-Israeli Shekel, dollars, Euro, Japanese Yen, Indian Rupee and British Pound.
|
Short-term and restricted deposits |
| 10) | Short-term
and restricted deposits: |
Short-term
bank deposits are deposits with an original maturity of more than three months from the date of investment and which do not meet
the definition of cash equivalents. The deposits are presented according to their terms of deposit. Restricted deposits include
deposits used to secure certain subsidiaries’ ongoing projects and credit lines from banks, as well as security deposits
with respect to leases, and are classified under other short-term and long-term receivables.
|
Allowance for doubtful accounts (applied until December 31, 2017 is as follows) |
| 11) | Allowance
for doubtful accounts (applied until December 31, 2017 is as follows): |
The
allowance for doubtful accounts is determined in respect of specific trade receivables whose collection, in the opinion of the
Group's management, is doubtful. The Group did not recognize an allowance in respect of groups of trade receivables that
are collectively assessed for impairment due to immateriality. Impaired receivables are derecognized when they are assessed as
uncollectible.
The bad debt
expense, net for the years ended December 31, 2016 and 2017 was $652 and $1,373, respectively. Bad debt expense, net for the year
ended December 31, 2018 was $1,723 under the new guidance (see Note 22).
|
Inventories |
Inventories
are measured at the lower of cost and net realizable value. The cost of inventories comprises costs of purchase and costs incurred
in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the
ordinary course of business less estimated costs of completion and estimated costs necessary to make the sale. Inventories are
mainly comprised of purchased merchandise and products which consist of educational software kits, computers, peripheral equipment
and spare parts. Cost is determined on the "first in - first out" basis.
The
Group periodically evaluates the condition and aging of its inventories and makes provisions for impairment of slow moving inventories
accordingly. No such impairments have been recognized in any period presented.
|
Revenue recognition |
IFRS
15, "Revenue from Contracts with Customers" (the "Standard"), issued by the IASB in May 2014, supersedes
IAS 11 'Construction Contracts', IAS 18 'Revenue from contracts with customers' and related Interpretations
and applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards.
The
accounting policy for revenue recognition applied until December 31, 2017, is as follows:
Revenues
are recognized in profit or loss when the revenues can be measured reliably, it is probable that the economic benefits associated
with the transaction will flow to the Group and the costs incurred or to be incurred in respect of the transaction can be measured
reliably. Revenues are measured at the fair value of the consideration less any trade discounts, volume rebates and returns.
The
following are the specific revenue recognition criteria which must be met before revenue is recognized by the Company and its
subsidiaries:
| i. | Revenues
from software solutions and services: |
| a) | Revenues
from contracts based on actual inputs. Revenues from master agreements based on actual
inputs are recognized based on actual labor hours. |
| b) | Outsourcing
- These agreements are similar in nature to agreements that are based on actual labor
hours. The Group allocates employees to projects that are generally managed by the customers
at their charge based on the pricing of labor hours. Revenues are recognized based on
actual labor hours. |
| ii. | Revenues
from sales, distribution and support of software products: |
The
Group recognizes revenues from the sale of software (i) only after the significant risks and rewards of ownership of the software
have been transferred to the buyer for which a necessary condition is delivery of the software, either physically or electronically,
or providing the right to use or permission to make copies of the software, (ii) the Group does not retain any continuing management
involvement that is associated with ownership and does not retain the effective control of the sold software, (iii) the amount
of revenues can be measured reliably, (iv) it is probable that the economic benefits associated with the transaction will flow
to the Group and (v) the costs incurred or to be incurred in respect of the transaction can be measured reliably. The Group reports
income on a gross basis since it acts as a principal and bears the risks and rewards derived from the transaction.
Revenue
from third-party sales is recorded at a gross or net amount according to certain indicators. The application of these indicators
for gross and net reporting of revenue depends on the relative facts and circumstances of each sale and requires significant judgment.
Revenues
from sale agreements that do not provide a general right of return and consist of multiple elements such as hardware,
service and support agreements are split into different accounting units which are separately recognized. An element only
represents a separate accounting unit if and only if it has stand-alone value for the customer. Moreover, there should be
reliable and objective evidence of the fair value of all the elements in the agreement or of the fair value of undelivered
elements. Revenues from the various accounting units are recognized when the revenue recognition criteria are met with
respect to all the elements of the accounting unit based on their specific type and only up to the amount of the
consideration that is not contingent on completion or performance of the other elements in the contract.
Maintenance
and support includes annual maintenance contracts providing for unspecified upgrades for new versions and enhancements on a when-and-if-available
basis for an annual fee. The right for unspecified upgrades for new versions and enhancements on a when-and-if-available basis
does not specify the features, functionality and release date of future product enhancements for the customer to know what will
be made available and the general timeframe in which it will be delivered. Revenues from maintenance services are recognized on
a straight-line basis at the relative portion of the maintenance contract that is determined for each reporting year. Revenues
that have been received before the respective service has been provided are carried to deferred income. Maintenance and support
revenue included in multiple element arrangements is deferred and recognized on a straight-line basis over the term of the maintenance
and support agreement.
| iii. | Revenues
from training and implementation services: |
Revenues from
trainings and implementations are recognized when providing the service.
Revenues from training services in respect of courses conducted over a period of up to 3 months will be recognized over the period
of the course. Revenues from training services in respect of courses
ordered in advance and long-term or short term (for a period of up to a year) retraining courses will be recognized over the period
of the course. Revenues from projects which are usually ordered
by organizations will be recognized under the actual inputs by using the basis of hours actually invested in the project.
| iv. | Revenues
from hardware products and infrastructure solutions: |
Revenues
from hardware products and infrastructure solutions are recognized after all the significant risks and rewards of ownership of
the products have been transferred to the buyer. The Group does not retain any continuing management involvement that is associated
with ownership and does not retain the effective control of the sold products, the amount of revenues can be measured reliably,
it is probable that the economic benefits associated with the transaction will flow to the Group and the costs incurred or to
be incurred in respect of the transaction can be measured reliably.
The
accounting policy for revenue recognition applied commencing from January 1, 2018, is as follows:
As
described in Note 2 (30)(A) regarding the initial adoption of IFRS 15, the Group elected to adopt the provisions of the Standard
using the modified retrospective method with the application of certain practical expedients and without restatement of comparative
data.
The
new standard establishes a five-step model to account for revenue arising from contracts with customers and requires entities
to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model
to contracts with their customers:
Step
1: Identify the contract with a customer, including reference to contract combination and accounting for contract modifications.
Step
2: Identify the separate performance obligations in the contract.
Step
3: Determine the transaction price, including reference to variable consideration, significant financing components, non-cash
consideration and any consideration payable to the customer.
Step
4: Allocate the transaction price to the distinct performance obligations on a relative stand-alone selling price basis using
observable information, if it is available, or using estimates and assessments.
Step
5: Recognize revenue when a performance obligation is satisfied, either at a point in time or over time.
Under
IFRS 15, revenues are recognized when control of the promised goods or services are transferred to the customers in an amount
that reflects the consideration that the Group expects to receive in exchange for those goods or services.
The
Group enters into contracts that can include various combinations of products and software, IT services and hardware, as detailed
below, which are generally capable as being distinct from each other and accounted for as separate performance obligations.
For contracts
with customers that contain multiple performance obligations, the Group accounts for each individual performance obligation separately,
if they are distinct from each other. The transaction price is allocated to the separate performance obligations on a relative
stand-alone selling price basis.
Stand-alone
selling prices of software sales are typically estimated using the residual approach due to the lack of selling software licenses
on a stand-alone basis. Stand-alone selling prices of software services are typically determined by considering several external
and internal factors including but not limited to, observable transactions when these services are sold on a stand-alone basis.
The
following is a description of principal activities from which the Group generates its revenues:
| i. | Sale
of proprietary licenses without significant related services |
In
the event in which the sale of a proprietary license (perpetual or term-based) is distinct from other significant modification
or implementation services, and thereby it constitutes a separate performance obligation, the Group considers whether this performance
obligation in granting the license is to provide the customer with either:
| ● | a
right to access the entity's intellectual property in the form in which it exists
throughout the licensing period; or |
| | |
| ● | a
right to use the entity's intellectual property in the form in which it exists
at the time of granting the license |
The
vast majority of licenses sold separately by the Group (thus representing a separate performance obligation) are intended to provide
the customer with a right to use the intellectual property, which means that revenues from the sale of such licenses are recognized
at the point in time at which control of the license is transferred to the customer.
The
Group recognizes revenue from software licensing transactions over time when the Group provides the customer a right to access
the Group's intellectual property throughout the license period.
| ii. | Sale
of proprietary licenses with significant related services |
Revenues
from contracts that include the sale of proprietary licenses with significant related services (for example, modifications, implementation
or customization to customer-specific specifications) are generally accounted by the Group as performance obligations satisfied
over time. In such contracts the Group is normally committed to provide the customer with a functional IT system and the customer
can only benefit from such functional system, being the final product that would normally be comprised of proprietary licenses
and significant related services. The Group considers that a commitment to sell a license under such performance obligation does
not satisfy the criteria of being distinct, because the transfer of the license is only part of a larger performance obligation.
The Group recognizes revenue from such contracts using cost based input methods, which recognizes revenue and gross profit as
the work is performed based on a ratio between actual costs incurred compared to the total estimated costs for the contract. This
is because, in accordance with IFRS 15, revenues may be recognized over the course of transferring control of the supplied goods
and services, as long as the entity's performance does not create an asset with an alternative use to the entity, and the
entity has an enforceable right to payment for performance completed to date throughout the duration of the contract. Provisions
for estimated losses on uncompleted contracts are made during the period in which such losses are first determined, in the amount
of the estimated loss for the entire contract.
When
appropriate, the Group also applies a practical expedient permitted under IFRS 15 whereby if the Group has a right to consideration
from a customer in an amount that corresponds directly with the value to the customer of the Group's performance completed
to date (for example, a service contract in which an entity bills a fixed amount for each hour of service provided), the Group
may recognize revenue in the amount it is entitled to invoice. Deferred revenues, which represent a contract liability, include
unearned amounts received under maintenance and support (mainly) and amounts received from customers for which revenues have not
yet been recognized.
| iii. | Maintenance
services and warranties |
Post-contract
support includes annual maintenance contracts providing for unspecified upgrades for new versions and enhancements on a when-and-if-available
basis for an annual fee. The right for an unspecified upgrade for new versions and enhancements on a when-and-if-available basis
do not specify the features, functionality and release date of future product enhancements for the customer to know what will
be made available and the general timeframe in which it will be delivered.
The
accounting policy regarding the recognition of post-contract support remained unchanged after the adoption of IFRS 15, as such
services, in principle, constitute a separate performance obligation where the customer consumes the benefits of goods and services
as they are delivered by the provider, as a consequence of which revenues are recognized over time during the service performance
period.
The
Group considers the post-contract support performance obligation as a distinct performance obligation that is satisfied over time,
and as such, it recognizes revenue for post-contract support on a straight-line basis over the period for which technical support
is contractually agreed to be provided for the software, typically twelve (12) months.
In
certain cases, the Group also provides a warranty for goods and services sold (i.e. extended warranties that the scope of which
is broader than just an assurance to the customer that the product/service complies with agreed-upon specifications). The Group
has ascertained that such warranties granted by the Group meet the definition of service. The conclusion regarding the extended
nature of a warranty is made whenever the Group contractually undertakes to repair any errors in the delivered software within
a strictly specified time limit and/or when such warranty is more extensive than the minimum required by law. Under IFRS 15, the
fact of granting an extended warranty indicates that the Group actually provides an additional service. As such, the Group recognizes
an extended warranty as a separate performance obligation and allocates a portion of the transaction price to such service. In
all cases where an extended warranty is accompanied by a maintenance service, which is even a broader category than an extended
warranty itself, revenues are recognized over time because the customer consumes the benefits of such service as it is performed
by the provider. If this is the case, the Group continues to allocate a portion of the transaction price to such maintenance service.
Likewise, in cases where a warranty service is provided after the project completion and is not accompanied by any maintenance
service, then a portion of the transaction price and analogically recognition of a portion of contract revenues will have to be
deferred until the warranty service is actually fulfilled.
| iv. | Sale
of third-party licenses and services |
Third-party
licenses and services includes revenues from the sale of third-party licenses as well as from the provision of services which,
due to technological or legal reasons, must be carried out by subcontractors (this applies to hardware and software maintenance
and outsourcing services provided by their manufacturers). Revenues from the sale of third-party licenses are accounted for as
sales of goods, which means that such revenues are recognized at the point in time at which control of the license is transferred
to the customer. Concurrently, revenues from third-party services, including primarily third-party maintenance services, are recognized
over time when such services are provided to the customer.
Whenever
the Group is involved in the sale of third-party licenses or services, it will consider whether the Group acts as a principal
or an agent; however, in most cases the conclusion is that the Group is the main party required to satisfy a performance obligation
and therefore the resulting revenues are recognized in the gross amount of consideration.
Sale
of hardware includes revenues from contracts with customers for the supply of infrastructure. In this category, revenues are recognized
basically at the point in time at which control of the equipment is transferred. This does not apply to contracts in which the
hardware is not delivered separately from services provided alongside, in such case the sale of hardware is part of a performance
obligation involving the supply of a comprehensive system. However, such comprehensive projects are a rare practice in the Group
as the sale of hardware is predominantly performed on a distribution basis.
| vi. | Variable
consideration |
In
accordance with IFRS 15, if a contract consideration encompasses any amount that is variable, the Group shall estimate the amount
of consideration to which it will be entitled in exchange for transferring promised goods or services to the customer, and shall
include a portion or the whole amount of variable consideration in the transaction price but only to the extent that it is highly
probable a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated
with the variable consideration is subsequently resolved.
| vii. | Significant
financing component |
When
contracts involve a significant financing component, the Group adjusts the promised amount of consideration for the effects of
the time value of money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provide
the customer with a significant benefit of financing.
The
Group has elected to apply the practical expedient allowed by IFRS 15 according to which it does not separate the financing component
in transactions whose credit terms are less than one year and will recognize revenue in the amount of the consideration stated
in the contract even if the customer pays for the goods or services subsequent to their receipt.
| viii. | Costs
of contracts with customers |
Costs
of obtaining a contract
Costs
of obtaining a contract are those incremental costs incurred by the Group in order to obtain a contract with a customer that it
would not have incurred if the contract had not been obtained. The Group recognizes such costs as an asset if it expects to recover
those costs. Such capitalized costs of obtaining a contract shall be amortized over the period when the Group satisfies the performance
obligations arising from the contract. Amortization expenses related to costs of obtaining or fulfilling a contract are included
in sales and marketing expenses in the consolidated statements of profit or loss.
Commissions
to sales and marketing and certain management personnel that are paid based on their attainment of certain predetermined sales
or profit goals, are considered by the Group as incremental costs of obtaining a contract with a customer, and are deferred and
amortized on a systematic basis, consistent with the transfer of the related performance obligations to the customer. As such,
sales commissions paid for initial contracts, which are not commensurate with additional commissions paid for renewal of such
contracts, are capitalized and amortized over the expected period of benefit (including expected renewals periods). Sales commissions
on initial contracts, which are commensurate with additional commissions paid for the renewal of such contracts, are capitalized
and then amortized correspondingly to the recognized revenue of the related initial contracts (not including expected renewals
periods). Sales commissions for renewal of such initial contracts are capitalized and then amortized on a straight line basis
over the related contractual renewal period. As a practical expedient, if the expected amortization period is one-year or less,
the commission fee is expensed as incurred.
Costs
to fulfill a contract
Costs
to fulfill a contract are the costs incurred in fulfilling a contract with a customer. The Group recognizes such costs as an asset
if they are not within the scope of another standard (for example, IAS 2 'Inventories', IAS 16 'Property, Plant
and Equipment' or IAS 38 'Intangible Assets') and if those costs meet all of the following criteria:
| i) | the
costs relate directly to a contract or to an anticipated contract with a customer, |
| ii) | the
costs generate or enhance resources of the Group that will be used in satisfying (or
in continuing to satisfy) performance obligations in the future, and |
| iii) | the
costs are expected to be recovered. |
|
Government grants |
Government
grants are recognized when there is reasonable assurance that the grants will be received and the Group will comply with the attached
conditions. Government grants received from the Office of the Israel Innovation Authority ("IIA"), formerly the Office
of the Chief Scientist ("OCS"), are recognized upon receipt as a liability if future economic benefits are expected from
the research project that will result in royalty-bearing sales.
A
liability for the loan is first measured at fair value using a discount rate that reflects a market rate of interest. The
difference between the amount of the grant received and the fair value of the liability is accounted for as a Government
grant and recognized as a reduction of research and development expenses. After initial recognition, the liability is
measured at amortized cost using the effective interest method. Royalty
payments are treated as a reduction of the liability. If no economic benefits are expected from the research activity, the
grant receipts are recognized as a reduction of the related research and development expenses. In that event, the royalty
obligation is treated as a contingent liability in accordance with IAS 37.
In
each reporting date, the Group evaluates whether there is reasonable assurance that the liability recognized, in whole or in part,
will not be repaid (since the Group will not be required to pay royalties) based on the best estimate of future sales and using
the original effective interest method, and if so, the appropriate amount of the liability is derecognized against a corresponding
reduction in research and development expenses. Amounts paid as royalties are recognized as settlement of the liability.
|
Debentures |
The
Group accounts for outstanding principal amount of debentures as long-term liability, in accordance with IFRS 9, with current
maturities classified as short-term liabilities. The Group identifies and separates equity components contains in convertible
debentures by first determining the liability component, in accordance with IAS 32, based on the fair value of an equivalent non-convertible
liability. The conversion component valued is being determined to be the residual amount. Debt issuance costs are capitalized
and reported as deferred financing costs, which are amortized over the life of the debentures using the effective interest rate
method.
|
Taxes on income |
Current
or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other
comprehensive income or equity.
The
current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting
date as well as adjustments required in connection with the tax liability in respect of previous years.
Deferred
taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the amounts
attributed for tax purposes. Deferred taxes are measured at the tax rate that is expected to apply when the asset is realized
or the liability is settled, based on tax laws that have been enacted or substantively enacted by the reporting date. Deferred
tax assets are reviewed at each reporting date and reduced to the extent that it is not probable that they will be utilized. Deductible
carryforward losses and temporary differences for which deferred tax assets had not been recognized are reviewed at each reporting
date and a respective deferred tax asset is recognized to the extent that their utilization is probable.
Taxes
that would apply in the event of the disposal of investments in investees have not been taken into account in computing deferred
taxes, as long as the disposal of the investments in investees is not probable in the foreseeable future. Also, deferred taxes
that would apply in the event of distribution of earnings by investees as dividends have not been taken into account in computing
deferred taxes, since the distribution of dividends does not involve an additional tax liability or since it is the Group’s
policy not to initiate distribution of dividends from a subsidiary that would trigger an additional tax liability.
Taxes
on income that relate to distributions of an equity instrument and to transaction costs of an equity transaction are accounted
for pursuant to IAS 12.
Deferred
taxes are offset if there is a legally enforceable right to offset a current tax asset against a current tax liability and the
deferred taxes relate to the same taxpayer and the same taxation authority.
|
Leases |
The
criteria 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 following principles as set out in IAS 17.
The
Group as lessee:
A
lease that transfers substantially all the risks and rewards incidental to ownership of the leased asset to the Group is classified
as a finance lease. At the commencement of the lease term, the leased asset is measured at the lower of the fair value of the
leased asset or the present value of the minimum lease payments. The leased asset is depreciated over the shorter of its useful
life and the lease term.
Leases
in which substantially all the risks and rewards of ownership of the leased asset are not transferred to the Group are classified
as operating leases. Lease payments are recognized as an expense in profit or loss on a straight-line basis over the lease term.
|
Property, plant and equipment, net |
| 18) | Property,
plant and equipment, net: |
Property,
plant and equipment are measured at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment
losses and any related investment grants and excluding day-to-day servicing expenses. Cost includes spare parts and auxiliary
equipment that are used in connection with plant and equipment. The cost of an item of property, plant and equipment comprises
the initial estimate of the costs of dismantling and removing the item and restoring the site on which the item is located.
Depreciation
is calculated on a straight-line basis over the useful life of the assets at annual rates as follows:
|
|
% |
|
|
|
Computers,
software and peripheral equipment |
|
20-33
(mainly 33) |
Office
furniture and equipment |
|
6-33 (mainly 7) |
Motor
vehicles |
|
15 |
Buildings |
|
2-4 |
Leasehold
improvements are amortized using the straight-line method over the term of the lease (including option terms that are deemed to
be reasonably assured) or the estimated useful life of the improvements, whichever is shorter.
The
useful life, depreciation method and residual value of an asset are reviewed at least each year-end (at the end of the year) and
any changes are accounted for prospectively as a change in accounting estimate. Depreciation of an asset ceases at the earlier
of the date that the asset is classified as held for sale and the date that the asset is derecognized. For impairment testing
of property, plant and equipment, see Note 2(21) below.
|
Research and development costs |
| 19) | Research
and development costs: |
Research
expenditures incurred in the process of software development are recognized in profit or loss when incurred. An intangible asset
arising from a software development project or from the development phase of an internal project is recognized if the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale; the Group's
intention to complete the intangible asset and use or sell it; the ability to use or sell the intangible asset; how the intangible
asset will generate future economic benefits; the availability of adequate technical, financial and other resources to complete
the intangible asset; and the ability to measure reliably the respective expenditure asset during its development. The Group establishes
technological feasibility upon completion of a detailed program design or working model.
Research
and development costs incurred between completion of the detailed program design and the point at which the product is ready for
general release, have been capitalized.
Capitalized
software costs are measured at cost less any accumulated amortization and any accumulated impairment losses on a product by product
basis. Amortization of capitalized software costs begin when development is complete and the product is available for use. The
Group considers a product to be available for use when the Group completes its internal validation of the product that is necessary
to establish that the product meets its design specifications including functions, features, and technical performance requirements.
Internal validation includes the completion of coding, documentation and testing that ensure bugs are reduced to a minimum. The
internal validation of the product takes place a few weeks before the product is made available to the market. In certain instances,
The Group enters into a short pre-release stage, during which the product is made available to a select number of customers as
a beta program for their own review and familiarization. Subsequently, the release is made generally available to customers. Once
a product is considered available for use, the capitalization of costs ceases and amortization of such costs to "cost of
sales" begins.
Capitalized
software costs are amortized on a product by product basis by the straight-line method over the estimated useful life of the software
product (between 5-7 years).
Research
and development costs incurred in the process of developing product enhancements are generally charged to expenses as incurred.
The
Group assesses the recoverability of its capitalized software costs on a regular basis by assessing the net realizable value
of these intangible assets based on the estimated future gross revenues from each product reduced by the estimated future
costs of completing and disposing of it, including the estimated costs of performing maintenance and customer support over
its remaining economical useful life using internally generated projections of future revenues generated by the products,
cost of completion of products and cost of delivery to customers over its remaining economical useful life.
During
the years ended December 31, 2016, 2017 and 2018, no such unrecoverable amounts were identified.
|
Other intangible assets |
| 20) | Other
intangible assets: |
Separately-acquired
intangible assets are measured on initial recognition at cost, including directly attributable costs. Intangible assets acquired
in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated intangible
assets, excluding capitalized development costs, are recognized in profit or loss when incurred.
According
to management's assessment, intangible assets with a finite useful life are amortized over their useful life and reviewed for
impairment whenever there is an indication that the asset may be impaired. The amortization period and the amortization method
for an intangible asset are reviewed at least at each year end. Other intangible assets are comprised mainly of customer-related
intangible assets, backlogs, brand names, capitalized courses development costs, non-compete agreements and acquired technology
and patent, and are amortized over their useful lives using a method of amortization that reflects the pattern in which the economic
benefits of the intangible assets are consumed or otherwise used up. The useful life of intangible assets is as follows:
|
|
Years |
Customer
relationship and backlog |
|
1-15 |
Acquired
technology |
|
2-8 |
Brand
names and patents |
|
5-10 |
Gains
or losses arising from the derecognition of an intangible asset are determined as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognized in the statement of profit or loss.
The
useful life of these assets is reviewed annually to determine whether their indefinite life assessment continues to be supportable.
If the events and circumstances do not continue to support the assessment, the change in the useful life assessment from indefinite
to finite is accounted for prospectively
as a change in accounting estimate, and on that date the asset is tested for impairment. Commencing from that date, the asset
is amortized systematically over its useful life.
|
Impairment of non-financial assets |
| 21) | Impairment
of non-financial assets: |
The
Group evaluates the need to record an impairment of non-financial assets (property, plant and equipment, capitalized software
costs and other intangible assets, goodwill, investments in joint venture) 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 profit or loss.
An
impairment loss of an asset, other than goodwill, is reversed only if there have been changes in the estimates used to determine
the asset’s recoverable amount since the last impairment loss was 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.
The
following criteria are applied in assessing impairment of these specific assets:
| i. | 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 our cash-generating units that are expected to benefit from the synergies of the combination.
The
Group reviews goodwill for impairment once a year, on December 31, or more frequently if events or changes in circumstances indicate
that there is an impairment.
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.
| ii. | Investment
in associate or joint venture using the equity method: |
After
application of the equity method, the Group determines whether it is necessary to recognize any additional impairment loss with
respect to the investment in associates or joint ventures. The Group determines at each reporting date whether there is objective
evidence that the carrying amount of the investment in the associate or the joint venture is impaired. The test of impairment
is carried out with reference to the entire investment, including the goodwill attributed to the associate or the joint venture.
During
the years ended December 31, 2016, 2017 and 2018, no impairment indicators were identified.
|
Financial instruments |
| 22) | Financial
instruments: |
As
described in Note 2 (30)(B) regarding the initial adoption of IFRS 9, “Financial Instruments” (the “Standard”),
the Group elected to adopt the provisions of the Standard retrospectively without restatement of comparative data.
The
accounting policy for financial instruments applied until December 31, 2017 is as follows:
Financial
assets within the scope of IAS 39 are initially recognized at fair value plus directly attributable transaction costs, except
for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit
or loss. After initial recognition, the accounting treatment of financial assets is based on their classification as follows:
| i. | Financial
assets at fair value through profit or loss: |
This
category includes financial assets held for trading and a dividend preference derivative in TSG (for a description of the TSG
derivative, see Note 8).
| ii. | Loans
and receivables: |
Loans
and receivables are investments with fixed or determinable payments that are not quoted in an active market. After initial recognition,
loans are measured based on their terms at amortized cost plus directly attributable transaction costs using the effective interest
method and less any impairment losses. Short-term borrowings are measured based on their terms, normally at face value.
| iii. | Available-for-sale
financial assets: |
Available-for-sale
financial assets are (non-derivative) financial assets that are designated as available for sale or are not classified in any
of the three preceding categories. After initial recognition, available-for-sale financial assets are measured at fair value.
Gains or losses from fair value adjustments, except for interest, exchange rate differences that relate to debt instruments and
dividends from an equity instrument, are recognized in other comprehensive income. When the investment is disposed of or in case
of impairment, the other comprehensive income (loss) is transferred to profit or loss.
Financial
liabilities are initially recognized at fair value. Loans and other liabilities measured at amortized cost are presented less
direct transaction costs. After initial recognition, the accounting treatment of financial liabilities is based on their classification
as follows:
| i. | Financial
liabilities at amortized cost: |
After
initial recognition, loans and other liabilities are measured based on their terms at amortized cost less directly attributable
transaction costs using the effective interest method.
| ii. | Financial
liabilities at fair value through profit or loss: |
Financial
liabilities at fair value through profit or loss include financial liabilities classified as held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Derivatives, including separated embedded derivatives,
are classified as held for trading unless they are designated as effective hedging instruments.
| C. | Offsetting
financial instruments: |
Financial
assets and financial liabilities are offset and the net amount is presented in the statement of financial position if there is
a legally enforceable right to set off the recognized amounts and there is an intention either to settle on a net basis or to
realize the asset and settle the liability simultaneously.
The
right of set-off must be legally enforceable not only during the ordinary course of business of the parties to the contract but
also in the event of bankruptcy or insolvency of one of the parties. In order for the right of set-off to be currently available,
it must not be contingent on a future event, there may not be periods during which the right is not available, or there may not
be any events that will cause the right to expire.
| D. | Compound
financial instruments: |
| i. | Convertible
debentures which contain both an equity component and a liability component are separated
into two components. This separation is performed by first determining the liability
component based on the fair value of an equivalent non-convertible liability. The value
of the conversion component is determined to be the residual amount. Directly attributable
transaction costs are apportioned between the equity component and the liability component
based on the allocation of proceeds to the equity and liability components. |
| ii. | Convertible
debentures that are denominated in foreign currency contain two components: the conversion
component and the debt component. The liability conversion component is initially recognized
as a financial derivative at fair value. The balance is attributed to the debt component.
Directly attributable transaction costs are allocated between the liability conversion
component and the liability debt component based on the allocation of the proceeds to
each component. |
The
Group assesses the existence of an embedded derivative and whether it is required to be separated from a host contract when the
Group first becomes party to the contract. Reassessment of the need to separate an embedded derivative only occurs if there is
a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.
| F. | Put
option granted to non-controlling interests: |
When
the Group grants to non-controlling interests a put option to sell part or all of their interests in a subsidiary, during a certain
period, even if such purchase obligation is conditional on the counterparty’s exercise of its contractual right to cause
such redemption, if the put option agreement does not transfer to the Group any benefits incidental to ownership of the equity
instrument (i.e. the Group does not have a present ownership in the shares concerned), then at the end of each reporting period
the non-controlling interests (to which a portion of net profit attributable to non-controlling interests is allocated) are classified
as a financial liability, as if such put-able equity instrument was redeemed on that date. The difference between the non-controlling
interests carrying amount at the end of the reporting period and the present value of the liability is recognized directly in
equity of the Group, under “Additional paid-in capital”.
The
Group remeasures the financial liability at the end of each reporting period based on the estimated present value of the consideration
to be transferred upon the exercise of the put option.
If
the option is exercised in subsequent periods, the consideration paid upon exercise is treated as settlement of the liability.
If the option expires, the liability is settled and it is a portion of the investment in the subsidiary disposed of, without loss
of control therein.
If
the Group has present ownership in the shares concerned, these non-controlling interests are accounted for as if they are held
by the Group and changes in the amount of the liability are carried to profit or loss.
| G. | Derecognition
of financial instruments: |
A
financial asset is derecognized when the contractual rights to the cash flows from the financial asset expire or the Group 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, in addition it 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.
A
transaction involving factoring of accounts receivable and credit card vouchers is derecognized when the above-mentioned conditions
are met.
If
the Group transfers its rights to receive cash flows from an asset and neither transfer nor retains substantially all the risks
and rewards of the asset nor transfers control of the asset, a new asset is recognized to the extent of the Group’s continuing
involvement in the asset. When continuing involvement takes the form of guaranteeing the transferred asset, the extent of the
continuing involvement is the lower of the original carrying amount of the asset and the maximum amount of consideration received
that the Group could be required to repay. As of December 31, 2017, the Group has no open factoring transactions.
| ii. | 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.
| H. | Impairment
of financial assets: |
The
Group assesses at the end of each reporting period whether there is any objective evidence of impairment of a financial asset
or group of financial assets as follows:
| i. | Financial
assets carried at amortized cost: |
Objective
evidence of impairment exists when one or more events that have occurred after initial recognition of the asset have a negative
impact on the estimated future cash flows. The amount of the loss recorded in profit or loss is measured as the difference between
the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not
yet been incurred) discounted at the financial asset’s original effective interest rate. If the financial asset has a variable
interest rate, the discount rate is the current effective interest rate. In a subsequent period, the amount of the impairment
loss is reversed if the recovery of the asset can be related objectively to an event occurring after the impairment was recognized.
The amount of the reversal, up to the amount of any previous impairment, is recorded in profit or loss.
| ii. | Available-for-sale
financial assets: |
For
equity instruments classified as available-for-sale financial assets, evidence of impairment includes a significant or prolonged
decline in the fair value of the asset below its cost and evaluation of changes in the technological, economic or legal environment
or in the market in which the issuer of the instrument operates. The determination of a significant or
prolonged impairment depends on the circumstances at each reporting date. In making such a determination, historical volatility
in fair value is considered, as well as a decline in fair value of 20% or more, or a decline in fair value whose duration is six
months or more. Where there is evidence of impairment, the cumulative loss recorded in other comprehensive income is reclassified
to profit or loss. In subsequent periods, any reversal of the impairment loss is recognized in other comprehensive income.
During
2016 and 2017 the Group did not recognize an impairment charge over its investments in available-for-sale marketable securities.
The
accounting policy for financial instruments applied commencing from January 1, 2018, is as follows:
Financial
assets within the scope of the Standard, are measured at the date of initial recognition at their fair value, plus transaction
costs that can be directly attributed to the acquisition of the financial asset, except in the case of a financial asset measured
at fair value through profit or loss, in respect of which, transaction costs are charged to profit or loss.
The
Group classifies and measures the debt instruments in its financial statements on the basis of the following criteria:
| ● | the
Group’s business model for the management of financial assets; and |
| ● | the
contractual cash flow characteristics of the financial asset. |
| i. | The
Group measures debt instruments at amortized cost when: |
The
Group’s business model is the holding of financial assets in order to collect contractual cash flows, and the contractual
terms of the financial asset provide entitlement on defined dates to cash flows, that are only principal and interest payments
in respect of the amount of the principal, that has not yet been repaid. Subsequent to initial recognition, instruments in this
group shall be presented at their cost at cost plus transaction costs directly using the amortized cost method. In addition, on
the date of initial recognition, an entity may irrevocably designate a debt instrument at fair value through profit or loss, if
such designation eliminates or significantly reduces inconsistencies in measurement or recognition, for example, if the related
financial liabilities, are also measured at fair value through profit or loss.
| ii. | The
Group measures debt instruments at fair value through other comprehensive income when: |
The
Group’s business model is the holding of financial assets in order to collect contractual cash flows and the sale of the
financial assets, and the contractual terms of the financial asset provide entitlement on defined dates to cash flows that are
only principal and interest payments in respect of the amount of the principal that has not yet been repaid. Subsequent to initial
recognition, instruments in this group are measured at fair value. Gains or losses arising
from adjustments to fair value, other than interest and exchange rate differentials, are recognized in other comprehensive income.
| iii. | The
Group measures debt instruments at fair value through profit or loss when: |
A
financial asset which is a debt instrument does not meet the criteria for measurement at amortized cost or at fair value through
other comprehensive income. After initial recognition, the financial asset is measured at fair value and gains or losses from
fair value adjustments are recognized in profit or loss.
| B. | Impairment
of financial assets: |
The
Group examines at each reporting date the provision for loss in respect of financial debt instruments that are not measured at
fair value through profit or loss. The Group distinguishes between two situations of recognition of a provision for loss:
| i. | Debt
instruments for which there has been no significant deterioration in the quality of their
credit since the initial recognition or in cases where the credit risk is low –
in this situation, the provision for loss recognized for this debt instrument will take
into account expected credit losses in a period of 12 months after the reporting date; |
| ii. | Debt
instruments whose credit quality has deteriorated significantly since their initial recognition
and for which the credit risk is not low – in this situation, the provision for
a loss to be recognized will take into account projected credit losses - over the remaining
life of the instrument. |
The
Group has financial assets with short credit periods, such as customers, for which it applies the relief prescribed in the model.
In other words, the Group measures the provision for loss in an amount equal to expected credit losses throughout the life of
the instrument.
Impairment
in respect of debt instruments measured at amortized cost, will be carried to profit or loss against provision, while impairment
in respect of debt instruments measured at fair value through other comprehensive income, will be carried to profit or loss against
other comprehensive income, and will not reduce the book value of the financial asset in the statement of financial position.
The
Group implements the relief prescribed in the Standard, according to which it assumes that the credit risk of a debt instrument
that did not increase significantly from the date of initial recognition if it was determined at the reporting date that the instrument
has a low credit risk, for example when the instrument has an external rating of “investment grade”.
| C. | Derecognition
of financial assets: |
The
Group derecognizes a financial asset when and only when:
| i. | The
contractual rights to the cash flows from the financial asset expire; or |
| ii. | The
Group transfers substantially all the risks and rewards deriving from the contractual
rights to receive the cash flows from the financial asset or when some of the risks and
rewards of transferring the financial asset remain with the entity but it may be said
that it transferred control over the asset; or |
| iii. | The
Group retains the contractual rights to receive the cash flows arising from the financial
asset but assumes a contractual obligation to pay these cash flows in full to a third
party, without material delay. |
| i. | Financial
liabilities measured at amortized cost: |
Financial
liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial
liability. After initial recognition, the Group measures all financial liabilities at amortized cost using the effective interest
rate method, except for:
| ● | Financial
liabilities at fair value through profit or loss, such as derivatives; |
| ● | Financial
liabilities that arise when a transfer of a financial asset does not qualify for derecognition
or when the continuing involvement approach applies; |
| ● | Financial
guarantee contracts; |
| ● | Contingent
consideration recognized by an acquirer in a business combination as to which IFRS 3
applies. |
| ii. | Financial
liabilities measured at fair value through profit or loss: |
At
initial recognition, the Group measures financial liabilities that are not measured at amortized cost at fair value. Transaction
costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss.
| E. | Derecognition
of 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 discharges the liability by paying in cash, other financial assets, goods
or services or is legally released
from the liability.
When
there is a modification in the terms of an existing financial liability, the Group evaluates whether the modification is substantial.
If
the terms of an existing financial liability are substantially modified, such 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 modification is not substantial, the Group recalculates the carrying amount of the liability by discounting the revised cash
flows at the original effective interest rate and any resulting difference is recognized in profit or loss.
When
evaluating whether the modification in the terms of an existing liability is substantial, the Group considers both quantitative
and qualitative factors
| F. | Offsetting
financial instruments: |
Financial
assets and financial liabilities are offset and the net amount is presented in the statement of financial position if there is
a legally enforceable right to set off the recognized amounts and there is an intention either to settle on a net basis or to
realize the asset and settle the liability simultaneously.
The
right of set-off must be legally enforceable not only during the ordinary course of business of the parties to the contract but
also in the event of bankruptcy or insolvency of one of the parties. In order for the right of set-off to be currently available,
it must not be contingent on a future event, there may not be periods during which the right is not available, or there may not
be any events that will cause the right to expire.
| G. | Put
option granted to non-controlling interests: |
When
the Group grants to non-controlling interests a put option to sell part or all of their interests in a subsidiary, during a certain
period, even if such purchase obligation is conditional on the counterparty’s exercise of its contractual right to cause
such redemption, if the put option agreement does not transfer to the Group any benefits incidental to ownership of the equity
instrument (i.e. the Group does not have a present ownership in the shares concerned) then at the end of each reporting period
the non-controlling interests (to which a portion of net profit attributable to non-controlling interests is allocated) are classified
as a financial liability, as if such put-able equity instrument was redeemed on that date. The difference between the non-controlling
interests carrying amount at the end of the reporting period and the present value of the liability is recognized directly in
equity of the Group, under “Additional paid-in capital”.
The
Group remeasures the financial liability at the end of each reporting period based on the estimated present value of the consideration
to be transferred upon the exercise of the put option.
If
the option is exercised in subsequent periods, the consideration paid upon exercise is treated as settlement of the liability.
If the option expires, the liability is settled and it is a portion of the investment in the subsidiary disposed of, without loss
of control therein.
If
the Group has present ownership of the non-controlling interests, these non-controlling interests are accounted for as if they
are held by the Group, and changes in the amount of the liability are carried to profit or loss.
|
Fair value measurement |
| 23) | Fair
value measurement |
Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Fair value measurement is based on the assumption that the transaction will take place in
the asset’s or the liability’s principal market, or in the absence of a principal market, in the most advantageous
market.
The
fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset
or liability, assuming that market participants act in their economic best interest. Fair value measurement of a non-financial
asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest
and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses
valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value,
maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All
assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair
value hierarchy based on the lowest level input that is significant to the entire fair value measurement:
|
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 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). |
|
Treasury shares |
Company
shares held by the Company and/or subsidiaries are recognized at cost of purchase and presented as a deduction from equity. Any
gain or loss arising from a purchase, sale, issue or cancellation of treasury shares is recognized directly in equity.
|
Provisions |
A
provision in accordance with IAS 37 is recognized when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount
of the obligation. If the effect is material, provisions are measured according to the estimated future cash flows discounted
using a pre-tax interest rate that reflects the market assessments of the time value of money and, where appropriate, those risks
specific to the liability. When the Group expects part or all of the expense to be reimbursed, for example under an insurance
contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense
is recognized in the statement of profit or loss net of any reimbursement.
Following
are the types of provisions included in the financial statements:
A
provision for claims is recognized when the Group has a present legal or constructive obligation as a result of a past event,
it is more likely than not that an outflow of resources embodying economic benefits will be required by the Group to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
| ii. | Contingent
liability recognized in a business combination: |
A
contingent liability in a business combination is measured at fair value upon initial recognition. In subsequent periods, it is
measured at the higher of the amount initially recognized less, when appropriate, cumulative amortization, and the amount that
would be recognized at the end of the reporting period in accordance with IAS 37.
|
Derivative financial instruments and hedging |
| 26) | Derivative
financial instruments and hedging: |
The
Group enters into contracts for derivative financial instruments such as forward currency contracts and options contracts to hedge
risks associated with foreign exchange rates resulting from international activities and interest rate fluctuations. The derivative
instruments primarily hedge or offset exposures to Euro, Japanese Yen and New Israeli Shekel ("NIS") exchange rate fluctuations.
The
Group's options and forward contracts do not qualify for hedging accounting. Any gains or losses arising from changes in
the fair values of the derivatives are recorded immediately in profit or loss as financial income or expense.
|
Employee benefit liabilities |
| 27) | Employee
benefit liabilities: |
The
Group has several employee benefit plans:
| i. | Short-term
employee benefits: |
Short-term
employee benefits are benefits that are expected to be settled wholly before twelve months after the end of the annual reporting
period in which the employees render the related services. These benefits include salaries, paid annual leave, 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.
| ii. | Post-employment
benefits: |
The
plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined
benefit plans.
Formula's
and its Israeli investees' (as defined with respect to their Israeli employee contribution plans pursuant to section 14
of Israel's Severance Pay Law, 1963 (the "Severance Pay Law")) pay fixed contributions to those plans and will
have no legal or constructive obligation to pay further contributions if the fund into which those contributions are paid 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 concurrently
with performance of the employee's services.
Formula
and its Israeli investees also operate a defined benefit plan in respect of severance pay to their Israeli employees pursuant
to the Severance Pay Law. According to the Severance Pay Law, employees are entitled to severance pay upon dismissal or retirement.
The liability for termination of employment is measured using the projected unit credit method. The actuarial 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 market yields at the reporting date
on high quality corporate bonds that are linked to Israel's Consumer Price Index with a term that is consistent with the
estimated term of the severance pay obligation.
In
respect of its severance pay obligation to certain of its employees, the Group 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
liability for employee benefits shown in the statement of financial position reflects the present value of the defined benefit
obligation, less the fair value of the plan assets. Remeasurements of the net liability are recognized in other comprehensive
income in the period in which they occur.
Total
expenses in respect of employee benefit liabilities for the years 2016, 2017 and 2018 were $29,557, $35,036 and $30,941, respectively.
|
Earnings per share |
Earnings
per share are calculated by dividing the net income attributable to equity holders of the Company by the weighted number of ordinary
shares outstanding during the period. Potential ordinary shares are included in the computation of diluted earnings per share
when their conversion decreases earnings per share from continuing operations. Potential ordinary shares that are converted during
the period are included in diluted earnings per share only until the conversion date and from that date in basic earnings per
share. The Company's share of earnings of investees is included based on its share of earnings per share of the investees multiplied
by the number of shares held by the Company.
|
Concentration of credit risk |
| 29) | Concentration
of credit risk: |
Financial
instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents,
short-term bank deposits, restricted cash, trade receivables, marketable securities and foreign currency derivative contracts.
The
majority of the Group's cash and cash equivalents, bank deposits and marketable securities are invested with major banks in Israel,
the United States and Europe. Management believes that these financial instruments are held in financial institutions with high
credit standing, and accordingly, minimal credit risk exists with respect to these investments. Cash and cash equivalents and
short-term deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally,
these banks deposits may be redeemed upon demand and therefore bear minimal risk.
The
Group's marketable securities include investments in commercial and government bonds and foreign banks. The Group's marketable
securities are considered to be highly liquid and have a high credit standing. In addition, managements of the Group's investees
limit the amount that may be invested in any one type of investment or issuer, thereby reducing credit risk concentrations and
consider their portfolios in foreign banks to be well-diversified (also refer to Note 5).
The
Group's trade receivables are generally derived from sales to large organizations located mainly in Israel, North America, Europe
and Asia Pacific. The Group performs ongoing credit evaluations of its customers and to date has not experienced any material
losses. In certain circumstances, Formula and its investees may require letters of credit, other collateral or additional guarantees.
From time to time, the Group's subsidiaries sell certain of its accounts receivable to financial institutions, within the
normal course of business.
The
Group maintains an allowance for doubtful accounts receivable based upon management's experience and estimate of collectability
of each outstanding invoice. The allowance for doubtful accounts is determined with respect to specific debts or which collection
is doubtful. The risk of collection associated with accounts receivable is mitigated by the diversity and number of customers.
From
time to time, the Group enters into foreign exchange forward and option contracts intended to protect against the changes in value
of forecasted non-dollar currency cash flows. These derivative instruments are designed to offset a portion of the Group's
non-dollar currency exposure (see Note 2 (26) above).
|
Changes in accounting policies - initial adoption of new financial reporting and accounting standards |
| 30) | Changes
in accounting policies - initial adoption of new financial reporting and accounting standards: |
| A. | First
time implementation of IFRS 15 – Revenue from Contracts with Costumers: |
The
Group adopted IFRS 15 (or the "Standard") on January 1, 2018 and elected to apply the modified retrospective approach
with the cumulative effect recognized as an adjustment to the opening retained earnings balance of $874 as of January 1, 2018.
The Group applied a practical expedient allowed under IFRS 15 and exempt from the restatement of comparable data. This means that
financial data reported for reporting periods prior to December 31, 2017 has been prepared on the basis of the following standards:
IAS 18 'Revenue', IAS 11 'Construction Contracts'
as well as interpretations related to revenue recognition that were applicable before the effective date of IFRS 15. Results for
reporting periods beginning after January 1, 2018 are presented in accordance with IFRS 15.
The
effects of the initial application of the new Standard on the Group's financial statements are as follows:
| i) | Term
license - under the legacy revenue standard, the Group recognized both the revenue from
sale of term license (which does not involve significant customization) and post-contract
support revenues ratably over the contract period whereas upon application of the provisions
of the new Standard, term license revenues are recognized up front, upon delivery, and
the associated post-contract support revenues are recognized over the contract period.
As a result, under the provisions of the new standard, the Group recognizes these revenues
in earlier period than the period these revenues were recognized under the old Standard. |
| ii) | Incremental
costs incurred to obtain contracts (mainly due to sales commissions) - under the legacy
revenue standard, the Group recognized these costs in selling and marketing expenses
when incurred, whereas upon application of the provisions of the new Standard, these
costs are recognized as an asset and amortized over the period when the Group satisfies
the performance obligations defined in the specific contract which exceeds one year.
As a result, under the provisions of the new Standard, the Group recognizes these costs
as expenses in periods later than the period these costs were recognized under the old
standard. |
The
effects of the above changes on the consolidated statements of financial position are as follows:
As of January 1, 2018 | |
| |
| |
As
previously
reported | | |
The change | | |
According to
IFRS 15 | |
Current Assets | |
| | |
| | |
| |
Trade receivables | |
| 385,778 | | |
| 20 | | |
| 385,798 | |
Prepaid expenses and other accounts receivable | |
| 44,904 | | |
| 629 | | |
| 45,533 | |
| |
| | | |
| | | |
| | |
Current Liabilities | |
| | | |
| | | |
| | |
Deferred revenues | |
| 58,905 | | |
| (1,397 | ) | |
| 57,508 | |
| |
| | | |
| | | |
| | |
Long-term Liabilities | |
| | | |
| | | |
| | |
Other long-term liabilities | |
| 7,244 | | |
| 231 | | |
| 7,475 | |
| |
| | | |
| | | |
| | |
Equity | |
| | | |
| | | |
| | |
Retained earnings | |
| 239,156 | | |
| 874 | | |
| 240,030 | |
Non-controlling interests | |
| 413,720 | | |
| 941 | | |
| 414,661 | |
As of December 31, 2018 | |
| | |
| | |
| |
| |
According to
the previous
accounting
policy | | |
The change | | |
As
presented
in these
financial
statements | |
Current Assets | |
| | |
| | |
| |
Trade receivables | |
| 439,685 | | |
| 1,783 | | |
| 441,468 | |
Prepaid expenses and other accounts receivable | |
| 41,668 | | |
| (1,271 | ) | |
| 40,397 | |
| |
| | | |
| | | |
| | |
Long-term Assets | |
| | | |
| | | |
| | |
Prepaid expenses and other accounts receivable | |
| 21,475 | | |
| 1,646 | | |
| 23,121 | |
| |
| | | |
| | | |
| | |
Current Liabilities | |
| | | |
| | | |
| | |
Deferred revenues | |
| 64,062 | | |
| (4,553 | ) | |
| 59,509 | |
Other accounts payable | |
| 53,707 | | |
| 262 | | |
| 53,969 | |
| |
| | | |
| | | |
| | |
Current Liabilities | |
| | | |
| | | |
| | |
Other long-term liabilities | |
| 8,628 | | |
| 106 | | |
| 8,734 | |
| |
| | | |
| | | |
| | |
Equity | |
| | | |
| | | |
| | |
Retained earnings | |
| 259,538 | | |
| 3,019 | | |
| 262,557 | |
Non-controlling interests | |
| 434,443 | | |
| 3,324 | | |
| 437,767 | |
The
effects of the above changes on the consolidated statements of profit or loss are as follows:
Year ended December 31, 2018: | |
| | |
| | |
| |
| |
According to
the previous
accounting
policy | | |
The change | | |
As
presented
in these
financial
statements | |
| |
| | |
| | |
| |
Revenues | |
| 1,488,378 | | |
| 4,610 | | |
| 1,492,988 | |
Selling, marketing, general and administrative expenses | |
| 182,527 | | |
| (55 | ) | |
| 182,472 | |
| |
| | | |
| | | |
| | |
Taxes on income | |
| 24,164 | | |
| 137 | | |
| 24,301 | |
Net income attributable to equity holders of the Company | |
| 30,220 | | |
| 2,145 | | |
| 32,365 | |
Net income attributable to non-controlling interests | |
| 42,647 | | |
| 2,383 | | |
| 45,030 | |
Remaining
performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and amounts
that will be invoiced and recognized as revenue in future periods. The Group elected to apply a practical expedient permitted
under IFRS 15 whereby it does not disclose the aggregate amount of consideration allocated to unsatisfied or partially unsatisfied
performance obligations that are part of contracts that have an original expected duration of less than one year. In addition,
the Group has elected to apply a practical expedient permitted under IFRS 15 whereby it does not disclose the aggregate amount
of consideration allocated to unsatisfied or partially unsatisfied performance obligations for which the Group has a right to
consideration from a customer in an amount that corresponds directly with the value to the customer of the Group's performance
completed to date (for example, a service contract in which an entity bills a fixed amount for each hour of service provided).
As
such, the aggregate amount of consideration allocated to performance obligations either not satisfied or partially unsatisfied
from fixed price projects and post contract support services was approximately $94,433 as of December 31, 2018. The Group expects
to recognize approximately 58% in 2019 from remaining performance obligations as of December 31, 2018 and the remainder thereafter.
Remaining performance obligations include the remaining non-cancelable, committed and fixed portion of these contracts for their
entire duration.
Contract
balances:
The
following table provides information about trade receivables, contract assets (unbilled receivables) and contract liabilities
(deferred revenues) from contracts with customers (in thousands):
| |
December 31, | |
| |
2018 | | |
2017 | |
Trade receivables | |
$ | 362,853 | | |
$ | 322,325 | |
Unbilled receivables | |
| 78,615 | | |
| 63,453 | |
Long-term trade receivables(*) | |
| 3,932 | | |
| 950 | |
Advances and deferred revenues | |
| (59,509 | ) | |
| (58,905 | ) |
Long-term deferred revenues | |
| (4,906 | ) | |
| (9,340 | ) |
| (*) | Included
in long-term prepaid expenses and other accounts receivable |
Trade
receivable are recorded when the right to consideration becomes unconditional, and an invoice is issued to the customer. Unbilled
receivables relate to the Group's contractual right to consideration for services performed and not yet invoiced.
Billing
terms and conditions generally vary by contract type. Amounts are billed as work progresses in accordance with agreed-upon contractual
terms, either at periodic intervals (e.g., monthly or quarterly) or upon achievement of contractual milestones.
No
impairment loss was recognized in respect of the Group's outstanding contract assets during the year ended December 31,
2018.
Deferred
revenues represent contract liabilities, and include unearned amounts received under contracts with customers and not yet recognized
as revenues.
| B. | First
time implementation of IFRS 9 – Financial Instruments |
In
July 2014, the IASB issued the final and complete version of IFRS 9 - Financial Instruments ("IFRS 9"), which replaces
IAS 39 - Financial Instruments: Recognition and Measurement. IFRS 9 mainly changes the provisions of the classification and measurement
of financial assets and applies to all financial assets within the scope of IAS 39. The new standard is first implemented in these
financial statements. The new standard is applied retrospectively without restatement of comparative figures.
After
examining the implications of implementing the new standard, Group has determined that its implementation did not have a material
effect on the Group's financial statements.
|
Financial statements have been reclassified |
31) | Certain
amounts in the prior years’ financial statements have been reclassified to conform
to the current year’s presentation. |
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General (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
General [Abstract] |
|
Schedule of information ownership investees of Formula's |
| |
Percentage of ownership | |
| |
December 31, | |
| |
2018 | | |
2017 | |
Name of Investee | |
| | |
| |
| |
| | |
| |
Matrix | |
| 49.21 | | |
| 49.50 | |
Magic | |
| 45.21 | | |
| 47.12 | |
Sapiens | |
| 48.08 | | |
| 48.14 | |
Insync | |
| 90.09 | | |
| 90.09 | |
Michpal(1) | |
| 100 | | |
| 100 | |
TSG(2) | |
| 50.00 | | |
| 50.00 | |
| 1) | Michpal's
results of operations are consolidated in the Company's results of operations commencing
January 1, 2017. |
| 2) | TSG's
results of operations are reflected in the Company's results of operations using
the equity method of accounting commencing May 9, 2016. |
|
X |
- DefinitionThe disclosure of detailed information about name of investee.
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Significant Accounting Policies (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Significant Accounting Policies [Abstract] |
|
Schedule of straight-line basis over the useful life of the assets at annual rates |
|
|
% |
|
|
|
Computers,
software and peripheral equipment |
|
20-33
(mainly 33) |
Office
furniture and equipment |
|
6-33 (mainly 7) |
Motor
vehicles |
|
15 |
Buildings |
|
2-4 |
|
Schedule of useful life of intangible assets |
|
|
Years |
Customer
relationship and backlog |
|
1-15 |
Acquired
technology |
|
2-8 |
Brand
names and patents |
|
5-10 |
|
Schedule of financial statements |
As of January 1, 2018 | |
| |
| |
As
previously
reported | | |
The change | | |
According to
IFRS 15 | |
Current Assets | |
| | |
| | |
| |
Trade receivables | |
| 385,778 | | |
| 20 | | |
| 385,798 | |
Prepaid expenses and other accounts receivable | |
| 44,904 | | |
| 629 | | |
| 45,533 | |
| |
| | | |
| | | |
| | |
Current Liabilities | |
| | | |
| | | |
| | |
Deferred revenues | |
| 58,905 | | |
| (1,397 | ) | |
| 57,508 | |
| |
| | | |
| | | |
| | |
Long-term Liabilities | |
| | | |
| | | |
| | |
Other long-term liabilities | |
| 7,244 | | |
| 231 | | |
| 7,475 | |
| |
| | | |
| | | |
| | |
Equity | |
| | | |
| | | |
| | |
Retained earnings | |
| 239,156 | | |
| 874 | | |
| 240,030 | |
Non-controlling interests | |
| 413,720 | | |
| 941 | | |
| 414,661 | |
As of December 31, 2018 | |
| | |
| | |
| |
| |
According to
the previous
accounting
policy | | |
The change | | |
As
presented
in these
financial
statements | |
Current Assets | |
| | |
| | |
| |
Trade receivables | |
| 439,685 | | |
| 1,783 | | |
| 441,468 | |
Prepaid expenses and other accounts receivable | |
| 41,668 | | |
| (1,271 | ) | |
| 40,397 | |
| |
| | | |
| | | |
| | |
Long-term Assets | |
| | | |
| | | |
| | |
Prepaid expenses and other accounts receivable | |
| 21,475 | | |
| 1,646 | | |
| 23,121 | |
| |
| | | |
| | | |
| | |
Current Liabilities | |
| | | |
| | | |
| | |
Deferred revenues | |
| 64,062 | | |
| (4,553 | ) | |
| 59,509 | |
Other accounts payable | |
| 53,707 | | |
| 262 | | |
| 53,969 | |
| |
| | | |
| | | |
| | |
Current Liabilities | |
| | | |
| | | |
| | |
Other long-term liabilities | |
| 8,628 | | |
| 106 | | |
| 8,734 | |
| |
| | | |
| | | |
| | |
Equity | |
| | | |
| | | |
| | |
Retained earnings | |
| 259,538 | | |
| 3,019 | | |
| 262,557 | |
Non-controlling interests | |
| 434,443 | | |
| 3,324 | | |
| 437,767 | |
Year ended December 31, 2018: | |
| | |
| | |
| |
| |
According to
the previous
accounting
policy | | |
The change | | |
As
presented
in these
financial
statements | |
| |
| | |
| | |
| |
Revenues | |
| 1,488,378 | | |
| 4,610 | | |
| 1,492,988 | |
Selling, marketing, general and administrative expenses | |
| 182,527 | | |
| (55 | ) | |
| 182,472 | |
| |
| | | |
| | | |
| | |
Taxes on income | |
| 24,164 | | |
| 137 | | |
| 24,301 | |
Net income attributable to equity holders of the Company | |
| 30,220 | | |
| 2,145 | | |
| 32,365 | |
Net income attributable to non-controlling interests | |
| 42,647 | | |
| 2,383 | | |
| 45,030 | |
|
Schedule of contracts with customers |
| |
December 31, | |
| |
2018 | | |
2017 | |
Trade receivables | |
$ | 362,853 | | |
$ | 322,325 | |
Unbilled receivables | |
| 78,615 | | |
| 63,453 | |
Long-term trade receivables(*) | |
| 3,932 | | |
| 950 | |
Advances and deferred revenues | |
| (59,509 | ) | |
| (58,905 | ) |
Long-term deferred revenues | |
| (4,906 | ) | |
| (9,340 | ) |
| (*) | Included
in long-term prepaid expenses and other accounts receivable |
|
X |
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Business Combination, Significant Transaction and Sale of Business (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
TSG IT Advanced Systems Ltd. [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | 1,824 | |
Intangible assets | |
| 13,693 | |
Backlog | |
| 2,221 | |
Deferred tax liability | |
| (3,948 | ) |
Dividend preference derivative | |
| 2,140 | |
Goodwill | |
| 9,836 | |
| |
| | |
Total assets acquired, net of acquired cash | |
$ | 25,766 | |
|
Michpal Micro Computers (1983) Ltd. [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | 139 | |
Intangible assets | |
| 11,329 | |
Deferred tax liability | |
| (2,606 | ) |
Goodwill | |
| 13,244 | |
| |
| | |
Total assets acquired
net of acquired cash | |
$ | 22,106 | |
|
Maximum Processing Inc. [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | (240 | ) |
Intangible assets | |
| 1,859 | |
Goodwill | |
| 2,659 | |
| |
| | |
Net assets acquired | |
$ | 4,278 | |
|
4Sight Business Intelligence Inc [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | (145 | ) |
Intangible assets | |
| 279 | |
Deferred taxes | |
| (112 | ) |
Goodwill | |
| 308 | |
| |
| | |
Net assets acquired | |
$ | 330 | |
|
Stoneriver, Inc [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Current assets | |
$ | 16,785 | |
Property and equipment | |
| 1,088 | |
Intangible assets | |
| 38,145 | |
Goodwill | |
| 77,014 | |
Other long-term
assets | |
| 78 | |
| |
| | |
Total assets
acquired | |
$ | 133,110 | |
| |
| | |
Current liabilities | |
$ | 10,595 | |
Deferred revenues | |
| 5,742 | |
Deferred tax liabilities | |
| 15,071 | |
Other long-term
liabilities | |
| 351 | |
| |
| | |
Total liabilities
acquired | |
$ | 31,759 | |
| |
| | |
Total purchase
price | |
$ | 101,351 | |
|
Schedule of intangible assets associated with acquisition and annual amortization rates |
| |
Fair
value | |
Developed technology | |
$ | 34,039 | |
Customer relationships | |
| 3,333 | |
Backlog | |
| 773 | |
| |
| | |
Total intangible
assets | |
$ | 38,145 | |
|
Knowledge Price [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
| 780 | |
Intangible assets | |
| 2,417 | |
Deferred taxes | |
| (363 | ) |
Goodwill | |
| 3,195 | |
| |
| | |
Net assets acquired | |
$ | 6,029 | |
|
Adaptik Corporation [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net liabilities excluding cash acquired | |
$ | (2,817 | ) |
Intangible assets | |
| 12,936 | |
Deferred taxes | |
| (3,528 | ) |
Goodwill | |
| 11,468 | |
| |
| | |
Total assets acquired, net of acquired cash | |
$ | 18,059 | |
|
Comblack It Ltd [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets, excluding cash acquired | |
$ | (405 | ) |
Non-controlling interests | |
| (989 | ) |
Intangible assets | |
| 1,249 | |
Goodwill | |
| 1,966 | |
| |
| | |
Total assets acquired, net of acquired cash | |
$ | 1,821 | |
|
Infinigy Solutions Llc [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets, excluding cash acquired | |
$ | 1,182 | |
Non-controlling interests | |
| (3,590 | ) |
Intangible assets | |
| 3,675 | |
Goodwill | |
| 5,260 | |
| |
| | |
Total assets acquired, net of acquired cash | |
$ | 6,527 | |
|
Roshtov Software Industries Ltd [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets, excluding cash acquired | |
$ | 15 | |
Non-controlling interests | |
| (14,012 | ) |
Intangible assets | |
| 22,439 | |
Deferred tax liabilities | |
| (5,610 | ) |
Goodwill | |
| 17,718 | |
| |
| | |
Total assets acquired, net of acquired cash | |
$ | 20,550 | |
|
Shavit Software Ltd [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets, excluding cash
acquired | |
$ | 533 | |
Intangible assets | |
| 3,489 | |
Deferred tax liabilities | |
| (871 | ) |
Goodwill | |
| 3,685 | |
| |
| | |
Total assets acquired
net of acquired cash | |
$ | 6,836 | |
|
Other Acquisitions By Magic [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
| |
December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Net assets, excluding cash acquired | |
$ | 306 | | |
$ | (1,822 | ) | |
$ | 2,174 | |
Non-controlling interests | |
| - | | |
| - | | |
| (1,209 | ) |
Intangible assets | |
| 23 | | |
| 1,149 | | |
| 2,370 | |
Deferred tax liabilities | |
| - | | |
| - | | |
| (493 | ) |
Goodwill | |
| 259 | | |
| 1,723 | | |
| 6,042 | |
| |
| | | |
| | | |
| | |
Total assets acquired net of acquired cash | |
$ | 588 | | |
$ | 1,050 | | |
$ | 8,884 | |
|
Programa Logistics Systems Ltd [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net Assets | |
$ | 267 | |
Non-controlling interests | |
| (2,471 | ) |
Intangible assets | |
| 1,216 | |
Goodwill | |
| 3,229 | |
| |
| | |
Total assets acquired | |
$ | 2,241 | |
|
Network Infrastructure Technologies Inc [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net Assets | |
$ | 391 | |
Non-controlling interests | |
| (3,968 | ) |
Intangible assets | |
| 2,138 | |
Deferred tax liabilities | |
| (855 | ) |
Goodwill | |
| 9,044 | |
| |
| | |
Total assets acquired | |
$ | 6,750 | |
|
Second To None Solutions Inc [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Intangible assets | |
$ | 909 | |
Non-controlling interests | |
| (2,184 | ) |
Deferred tax liabilities | |
| (311 | ) |
Goodwill | |
| 2,387 | |
| |
| | |
Total assets acquired | |
$ | 801 | |
|
Aviv Management Engineering Systems Ltd [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | (1,338 | ) |
Non-controlling interests | |
| (1,486 | ) |
Intangible assets | |
| 2,051 | |
Deferred tax liabilities | |
| (472 | ) |
Goodwill | |
| 6,681 | |
| |
| | |
Total assets acquired | |
$ | 5,436 | |
|
Alius Group Inc [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | (4 | ) |
Intangible assets | |
| 2,986 | |
Deferred taxes | |
| (806 | ) |
Goodwill | |
| 14,190 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 16,366 | |
|
Pleasant Valley Business Solutions, LLC [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | (834 | ) |
Intangible assets | |
| 1,867 | |
Deferred taxes | |
| (507 | ) |
Goodwill | |
| 7,791 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 8,317 | |
|
Cambium (2014) Ltd. [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | (8 | ) |
Intangible assets | |
| 282 | |
Deferred taxes | |
| (65 | ) |
Non-controlling interests | |
| (239 | ) |
Goodwill | |
| 751 | |
| |
| | |
Total assets
acquired net of acquired cash | |
$ | 721 | |
|
Integrity Software 2011 Ltd. [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | (1,131 | ) |
Intangible assets | |
| 1,316 | |
Deferred taxes | |
| (303 | ) |
Non-controlling interests | |
| (318 | ) |
Goodwill | |
| 1,990 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 1,554 | |
|
Noah Technologies Ltd. [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | (473 | ) |
Intangible assets | |
| 580 | |
Deferred taxes | |
| (133 | ) |
Goodwill | |
| 1,485 | |
| |
| | |
Total assets
acquired net of acquired cash | |
$ | 1,459 | |
|
Michpal [Member] |
|
Disclosure of detailed information about business combination [line items] |
|
Schedule of estimated fair values of the assets acquired and liabilities |
Net assets | |
$ | 439 | |
Non-controlling interests | |
| (269 | ) |
Intangible assets | |
| 739 | |
Deferred tax liability | |
| (170 | ) |
Goodwill | |
| 5,434 | |
| |
| | |
Total assets acquired net of acquired cash | |
$ | 6,173 | |
|
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Marketable Securities (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Marketable Securities [Abstract] |
|
Schedule of marketable securities |
| |
December 31, | |
| |
2018 | | |
2017 | |
Short-term: | |
| | |
| |
Fair value through profit or loss (1) | |
| 1,156 | | |
| 1,209 | |
Fair value through other comprehensive income | |
| 8,757 | | |
| 12,929 | |
Total short-term marketable securities | |
$ | 9,913 | | |
$ | 14,138 | |
| |
| | | |
| | |
Total marketable securities | |
$ | 9,913 | | |
$ | 14,138 | |
| (1) | The
Group recognized gains (losses) from marketable securities classified as held for trading
(until December 31, 2017) or debt instruments measured at fair value through profit
or loss (commencing from January 1, 2018) in amounts of $136, ($149) and $53 during the
years ended December 31, 2016, 2017 and 2018, respectively. |
|
Summary of debt instruments |
| |
December 31, | |
| |
2018 | | |
2017 | |
| |
Amortized cost | | |
Unrealized losses | | |
Unrealized Gains | | |
Market value | | |
Amortized cost | | |
Unrealized losses | | |
Unrealized gains | | |
Market Value | |
Commercial bonds | |
$ | 8,851 | | |
$ | (94 | ) | |
| - | | |
$ | 8,757 | | |
$ | 12,987 | | |
$ | (58 | ) | |
$ | - | | |
$ | 12,929 | |
|
Schedule of amortized costs of debt instruments |
| |
Amortized | | |
Unrealized gains (losses) | | |
Market | |
| |
cost | | |
Gains | | |
Losses | | |
value | |
| |
| | |
| | |
| | |
| |
Due within one year | |
$ | 3,326 | | |
$ | - | | |
$ | (21 | ) | |
$ | 3,305 | |
Due after one year through three years | |
$ | 5,525 | | |
$ | - | | |
$ | (73 | ) | |
$ | 5,452 | |
| |
$ | 8,851 | | |
$ | - | | |
$ | (94 | ) | |
$ | 8,757 | |
|
Schedule of other comprehensive income from available-for-sale securities |
| |
Other
comprehensive income | |
| |
| |
Other
comprehensive income from debt instruments at fair value through other comprehensive income as of January 1, 2017 | |
| 167 | |
| |
| | |
Unrealized
gain from available-for-sale securities | |
| 188 | |
Realized
gain reclassified into profit or loss | |
| (94 | ) |
Other
comprehensive income from debt instruments at fair value through other comprehensive income as of December 31,
2017 | |
$ | 261 | |
| |
| | |
Unrealized
loss from debt instruments at fair value through other comprehensive income | |
| (37 | ) |
| |
| | |
Other
comprehensive income from debt instruments at fair value through other comprehensive income as of December 31,
2018 | |
$ | 224 | |
|
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Fair Value Measurement (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Fair Value Measurement [Abstract] |
|
Schedule of financial assets and liabilities measured at fair value on a recurring basis |
| |
Fair value measurements | |
| |
December 31, 2018 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets: | |
| | |
| | |
| | |
| |
Marketable debt securities designated at fair value through profit or loss (Note 5): | |
$ | - | | |
$ | 1,156 | | |
$ | - | | |
$ | 1,156 | |
Marketable debt securities measured at fair value through other comprehensive income (Note 5): | |
| - | | |
| 8,757 | | |
| - | | |
| 8,757 | |
Receivables in respect of an embedded derivative transaction | |
| - | | |
| - | | |
| 354 | | |
| 354 | |
Dividend preference derivative in TSG (1) | |
| - | | |
| - | | |
| 2,733 | | |
| 2,733 | |
| |
| | | |
| | | |
| | | |
| | |
Total financial assets | |
$ | - | | |
$ | 9,913 | | |
$ | 3,087 | | |
$ | 13,000 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Put options of non-controlling
interests (2) | |
$ | - | | |
$ | - | | |
$ | 56,599 | | |
$ | 56,599 | |
Contingent
consideration (2) | |
| - | | |
| - | | |
| 7,047 | | |
| 7,047 | |
| |
| | | |
| | | |
| | | |
| | |
Total financial liabilities | |
$ | - | | |
$ | - | | |
$ | 63,646 | | |
$ | 63,646 | |
| |
Fair value measurements | |
| |
December 31, 2017 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets: | |
| | |
| | |
| | |
| |
Marketable debt securities designated at fair value through profit or loss (Note 5): | |
$ | - | | |
$ | 1,209 | | |
$ | - | | |
$ | 1,209 | |
Marketable debt securities measured at fair value through other comprehensive income (Note 5): | |
| - | | |
| 12,929 | | |
| - | | |
| 12,929 | |
Dividend preference derivative in TSG(1)
(Note 8): | |
| - | | |
| - | | |
| 2,400 | | |
| 2,400 | |
| |
| | | |
| | | |
| | | |
| | |
Total financial assets | |
$ | - | | |
$ | 14,138 | | |
$ | 2,400 | | |
$ | 16,538 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Put options of non-controlling interests (2) | |
$ | - | | |
$ | - | | |
$ | 52,876 | | |
$ | 52,876 | |
Contingent consideration (2) | |
| - | | |
| - | | |
| 6,345 | (*) | |
| 6,345 | (*) |
| |
| | | |
| | | |
| | | |
| | |
Total financial liabilities | |
$ | - | | |
$ | - | | |
$ | 59,221 | (*) | |
$ | 59,221 | (*) |
| (1) | The fair value of dividend preference derivative in TSG
was estimated using the Monte-Carlo simulation technique. |
| (2) | The fair value of put options of non-controlling interests
and contingent consideration was determined based on the present value of the future expected cash flow. |
| (*) | Adjustment to comparative data |
|
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Investments in Companies Accounted for at Equity Method (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Investments in Companies Accounted for at Equity Method [Abstract] |
|
Schedule of group's investments in companies accounted for at equity |
| |
December 31, | |
| |
2018 | | |
2017 | |
| |
| | |
| |
Affiliated company | |
| 27 | | |
| 55 | |
| |
| | | |
| | |
Joint venture – TSG (see Note 4(i)(a)) | |
| 25,683 | | |
| 25,260 | |
| |
| | | |
| | |
| |
| 25,710 | | |
| 25,315 | |
|
Schedule of investment in TSG equity method |
|
|
December 31, |
|
|
|
2018 |
|
|
2017 |
|
Shares |
|
|
18,014 |
|
|
|
17,591 |
|
Capital notes |
|
|
7,669 |
|
|
|
7,669 |
|
|
|
|
25,683 |
|
|
|
25,260 |
|
|
|
|
|
|
|
|
|
|
Dividend preference derivative in TSG (1) |
|
|
2,733 |
|
|
|
2,400 |
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
9,836 |
|
|
|
9,836 |
|
(1) |
Dividend preference derivative in TSG is included in Group’s long term prepaid expenses and other accounts receivable and is accounted for at fair value through to profit or loss. |
|
Schedule of activity related to the company's investment in TSG |
January 1, 2016 |
|
$ |
- |
|
Acquisition of shares |
|
|
16,004 |
|
Investment in capital notes |
|
|
7,669 |
|
Company’s share of profit |
|
|
349 |
|
December 31, 2016 |
|
$ |
24,022 |
|
|
|
|
|
|
Company’s share of profit |
|
|
1,134 |
|
Company’s share of other comprehensive income |
|
|
104 |
|
December 31, 2017 |
|
$ |
25,260 |
|
|
|
|
|
|
Company’s share of profit |
|
|
365 |
|
Company’s share of other comprehensive income |
|
|
58 |
|
December 31, 2018 |
|
$ |
25,683 |
|
|
Schedule of financial information of TSG |
|
|
December 31, |
|
|
|
2018 |
|
|
2017 |
|
Current assets |
|
|
39,101 |
|
|
|
34,137 |
|
Noncurrent assets (1) |
|
|
1,498 |
|
|
|
1,746 |
|
Current liabilities |
|
|
(22,152 |
) |
|
|
(20,311 |
) |
Noncurrent liabilities |
|
|
(3,750 |
) |
|
|
(4,426 |
) |
Equity |
|
|
14,697 |
|
|
|
11,146 |
|
Company’s share in TSG |
|
|
50 |
% |
|
|
50 |
% |
|
|
|
7,349 |
|
|
|
5,573 |
|
Excess cost of intangible assets net of deferred tax |
|
|
8,498 |
|
|
|
9,851 |
|
Goodwill |
|
|
9,836 |
|
|
|
9,836 |
|
Company’s carrying amount of the investment in TSG |
|
|
25,683 |
|
|
|
25,260 |
|
(1) |
Not including balance of goodwill in an amount of $19,006 as of December 31, 2017 and 2018. |
|
Schedule of operating results of TSG |
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Revenues | |
| 66,154 | | |
| 66,816 | | |
| 38,648 | |
Net income | |
| 3,437 | | |
| 4,938 | | |
| 2,744 | |
Other comprehensive income | |
| 116 | | |
| 208 | | |
| - | |
| |
| | | |
| | | |
| | |
Total comprehensive income | |
| 3,553 | | |
| 5,146 | | |
| 2,744 | |
| |
| | | |
| | | |
| | |
Company's share in TSG | |
| 50 | % | |
| 50 | % | |
| 50 | % |
Company's share of total comprehensive income before amortization of excess cost of intangible assets net of tax | |
| 1,776 | | |
| 2,573 | | |
| 1,372 | |
Amortization of excess cost of intangible assets net of tax | |
| (1,353 | ) | |
| (1,335 | ) | |
| (1,023 | ) |
Company's share of total comprehensive income | |
| 423 | | |
| 1,238 | | |
| 349 | |
| |
| | | |
| | | |
| | |
Company's share of other comprehensive income | |
| 58 | | |
| 104 | | |
| - | |
Company's share of profit | |
| 365 | | |
| 1,134 | | |
| 349 | |
| |
| 423 | | |
| 1,238 | | |
| 349 |
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Property, Plants and Equipment, Net (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Property, plant and equipment [abstract] |
|
Schedule of property, plants and equipment |
| |
December
31, | |
| |
2018 | | |
2017 | |
Cost: | |
| | |
| |
Computers, software,
furniture and equipment | |
$ | 86,122 | | |
$ | 80,888 | |
Motor vehicles | |
| 1,631 | | |
| 1,659 | |
Buildings | |
| 1,833 | | |
| 1,833 | |
Leasehold
improvements | |
| 23,975 | | |
| 22,080 | |
| |
| 113,561 | | |
| 106,460 | |
Accumulated depreciation: | |
| | | |
| | |
Computers, software, furniture and
equipment | |
$ | 70,401 | | |
$ | 64,604 | |
Motor vehicles | |
| 765 | | |
| 636 | |
Buildings | |
| 217 | | |
| 70 | |
Leasehold
improvements | |
| 12,996 | | |
| 11,343 | |
| |
| 84,379 | | |
| 76,653 | |
| |
| | | |
| | |
Depreciated
cost | |
$ | 29,182 | | |
$ | 29,807 | |
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Intangible Assets, Net (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Intangible Assets, Net [Abstract] |
|
Schedule of intangible assets, net |
| |
December 31, | |
| |
2018 | | |
2017 | |
Original amounts: | |
| | |
| |
Capitalized Software costs | |
$ | 197,685 | | |
$ | 196,523 | |
Customer relationship | |
| 138,480 | | |
| 133,220 | |
Acquired technology | |
| 84,245 | | |
| 75,672 | |
Backlog and non-compete agreement | |
| 6,781 | | |
| 6,063 | |
Other intangibles | |
| 4,171 | | |
| 4,510 | |
Patent | |
| 1,280 | | |
| 1,385 | |
| |
| 432,642 | | |
| 417,373 | |
Accumulated amortization: | |
| | | |
| | |
Capitalized Software costs | |
| 148,845 | | |
| 142,019 | |
Customer relationship | |
| 78,470 | | |
| 65,705 | |
Acquired technology | |
| 44,831 | | |
| 35,466 | |
Backlog and non-compete agreement | |
| 6,105 | | |
| 5,837 | |
Other intangibles | |
| 3,779 | | |
| 3,890 | |
Patent | |
| 566 | | |
| 473 | |
| |
| 282,596 | | |
| 253,390 | |
| |
| | | |
| | |
Total | |
$ | 150,046 | | |
$ | 163,983 |
|
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Goodwill (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Goodwill [Abstract] |
|
Schedule of carrying amount of goodwill |
Balance as of January 1, 2017 | |
$ | 495,362 | |
| |
| | |
Acquisition of subsidiaries | |
| 94,851 | |
Classifications | |
| 1,105 | |
Foreign currency translation adjustments | |
| 25,954 | |
| |
| | |
Balance as of December 31, 2017 | |
| 617,272 | |
Acquisition of subsidiaries | |
| 43,394 | |
Classifications | |
| (18 | ) |
Foreign currency translation adjustments | |
| (19,793 | ) |
| |
| | |
Balance as of December 31, 2018 | |
$ | 640,855 | |
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Short Term Liabilities to Banks and Others (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Short Term Liabilities to Banks and Others [Abstract] |
|
Schedule of short term liabilities to banks and others |
| |
December 31, | |
| |
| |
| |
2018 | |
| |
| | |
| |
| |
Interest
rate | |
| |
December
31, | |
| |
% | |
Currency | |
2018 | | |
2017 | |
| |
| |
| |
| | |
| |
Bank
credit | |
2-3.1 | |
NIS | |
$ | 736 | | |
$ | 947 | |
Bank
credit | |
US Prime -0.2 | |
USD | |
| 2,362 | | |
| 2,125 | |
Short-term
bank loans | |
1.7-2.5 | |
NIS | |
| 1,068 | | |
| 22,910 | |
Current
maturities of long-term loans from banks and other financial institutions (Note 14) | |
2.5-5.81 | |
NIS | |
| 65,453 | | |
| 42,839 | |
Current
maturities of long-term loans from banks (Note 14) | |
Libor +2.2 | |
NIS (Linked to USD) | |
| 836 | | |
| 862 | |
Short-term
interest on long-term loans from other financial institutions(1) | |
2.6-5.5 | |
NIS | |
| 725 | | |
| 1,136 | |
Total | |
| |
| |
$ | 71,180 | | |
$ | 70,819 | |
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Long Term Liabilities to Banks and Others (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Long Term Liabilities to Banks and Others [Abstract] |
|
Schedule of long term liabilities to banks and others composition |
Interest
rate | |
Currency | |
Long-term
liabilities | | |
Current
maturities | | |
Total
long-term liabilities net of current maturities | | |
Total
long-term liabilities net of current maturities | |
% | |
| |
December
31, 2018 | | |
December 31,
2017 | |
| |
| |
| | |
| | |
| | |
| |
2.5-5.81 | |
NIS (Unlinked) | |
$ | 203,150 | | |
| 65,453 | | |
| 137,697 | | |
$ | 132,753 | |
Libor +2.2 | |
NIS (Linked
to USD) | |
| 2,666 | | |
| 836 | | |
| 1,830 | | |
| 2,863 | |
| |
| |
$ | 205,816 | | |
| 66,289 | | |
| 139,527 | | |
$ | 135,616 | |
|
Schedule of long term liabilities to banks and others maturity dates |
| |
December
31, | |
| |
2018 | | |
2017 | |
First year (current maturities) | |
$ | 66,289 | | |
$ | 43,701 | |
Second year | |
| 47,731 | | |
| 53,645 | |
Third year | |
| 33,893 | | |
| 34,270 | |
Fourth year | |
| 30,776 | | |
| 19,066 | |
Fifth year
and thereafter | |
| 27,127 | | |
| 28,635 | |
Total | |
$ | 205,816 | | |
$ | 179,317 | |
|
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Debentures (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Debentures [Abstract] |
|
Schedule of debentures |
| |
Effective
Interest rate | |
Currency | |
Par
Value | | |
Unamortized
debt premium (discount) and issuance costs, net | | |
Current
maturities | | |
Total
long-term debentures, net of current maturities | | |
Short-term
accrued interest | | |
Total
short-term and long-term debentures | |
| |
% | |
| |
December
31, 2018 | |
Formula's
Series A Secured Debentures (2.8%) | |
2.4 | |
NIS (Unlinked) | |
$ | 54,769 | | |
| 684 | | |
| 9,128 | | |
| 46,325 | | |
| 758 | | |
| 56,211 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Formula's
Series B Convertible Debentures (2.74%) | |
3.65 | |
NIS (Linked to fix rate of USD) | |
| 31,812 | | |
| (79 | ) | |
| 31,812 | | |
| - | | |
| 2,971 | | |
| 34,704 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sapiens'
Series B Debentures (3.37%) | |
3.69 | |
NIS (Linked
to fix rate of USD) | |
| 79,185 | | |
| (710 | ) | |
| 9,898 | | |
| 68,577 | | |
| 1,334 | | |
| 79,809 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| |
| |
$ | 165,766 | | |
| (105 | ) | |
| 50,838 | | |
| 114,902 | | |
| 5,063 | | |
| 170,724 | |
| |
Effective
Interest rate | |
Currency | |
Par
Value | | |
Unamortized
debt premium (discount) and issuance costs, net | | |
Current
maturities | | |
Total
long-term debentures, net of current maturities | | |
Short-term
accrued interest | | |
Long-term
accrued interest | | |
Total
short-term and long-term debentures | |
| |
% | |
| |
December
31, 2017 | |
Formula's
Series A Secured Debentures (2.8%) | |
3.07 | |
NIS (Unlinked) | |
$ | 25,810 | | |
| (209 | ) | |
| 3,687 | | |
| 21,914
| | |
| 357 | | |
| - | | |
| 25,958 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Formula's
Series B Convertible Debentures (2.74%) | |
3.65 | |
NIS (Linked to fix rate of USD) | |
| 31,871 | | |
| (400 | ) | |
| - | | |
| 31,471 | | |
| - | | |
| 2,073 | | |
| 33,544 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Sapiens'
Series B Debentures (3.37%) | |
3.69 | |
NIS (Linked
to fix rate of USD) | |
| 79,185 | | |
| (904 | ) | |
| - | | |
| 78,281 | | |
| 782 | | |
| - | | |
| 79,063 | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| |
| |
$ | 136,866 | | |
| (1,513 | ) | |
| 3,687 | | |
| 131,666
| | |
| 1,139 | | |
| 2,073 | | |
| 138,565 |
|
Schedule of aggregate principal annual payments of debentures |
| |
Repayment
amount | |
2019
(1) | |
| 30,376 | |
2020 | |
| 19,026 | |
2021 | |
| 19,026 | |
2022 | |
| 19,026 | |
2023 and thereafter | |
| 57,850 | |
Total | |
| 145,304 | |
(1) | Based
on the remaining outstanding Series B Convertible Debentures in the amount of $11,350,
which were not converted prior to their maturity on March 26, 2019 (see Note 23(f)). |
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Employee Option Plans (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Employee Option Plans [Line Items] |
|
Schedule of stock-based compensation expense resulting from stock options grants |
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Cost of revenues | |
$ | 2 | | |
$ | 7 | | |
$ | 15 | |
Research and development expenses | |
| 4 | | |
| 8 | | |
| 17 | |
Selling and marketing expenses | |
| 4 | | |
| - | | |
| 71 | |
General and administrative expenses | |
| 3,971 | | |
| 4,019 | | |
| 4,291 | |
Total share-based compensation expense | |
$ | 3,981 | | |
$ | 4,034 | | |
$ | 4,394 | |
|
Matrix [Member] |
|
Employee Option Plans [Line Items] |
|
Schedule of employee option activity |
| |
Number of options | | |
Weighted average exercise price | | |
Weighted average remaining contractual term (in years) | | |
Aggregate intrinsic value | |
Outstanding at January 1, 2018 | |
| 1,100,000 | | |
| 4.33 | | |
| 2.19 | | |
| 9,152 | |
Exercised | |
| 587,500 | | |
| 4.06 | | |
| - | | |
| 4,578 | |
Granted | |
| 256,890 | | |
| - | | |
| 5 | | |
| 3,247 | |
Outstanding at December 31, 2018 | |
| 769,390 | | |
| 2.61 | | |
| 2.19 | | |
| 6,823 | |
Exercisable at December 31, 2018 | |
| 51,378 | | |
| - | | |
| - | | |
| 567 | |
|
Sapiens [Member] |
|
Employee Option Plans [Line Items] |
|
Schedule of employee option activity |
| |
Year
ended December 31, 2018 | |
| |
Amount
of options | | |
Weighted average exercise price | | |
Weighted
average remaining contractual life
(in years) | | |
Aggregate
intrinsic value | |
Outstanding at January
1, 2018 | |
| 2,107,413 | | |
| 9.67 | | |
| 4.25 | | |
| 4,084 | |
Granted | |
| 317,000 | | |
| 10.20 | | |
| | | |
| | |
Exercised | |
| (223,570 | ) | |
| 4.40 | | |
| | | |
| | |
Expired and
forfeited | |
| (145,661 | ) | |
| 10.79 | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Outstanding
at December 31, 2018 | |
| 2,055,182 | | |
| 9.86 | | |
| 3.80 | | |
| 2,594 | |
| |
| | | |
| | | |
| | | |
| | |
Exercisable
at December 31, 2018 | |
| 829,133 | | |
| 8.31 | | |
| 2.47 | | |
| 2,134 | |
|
Schedule of options outstanding under stock option plans separated into ranges of exercise price |
| |
| | |
| | |
| | |
| | |
Weighted | |
| |
Options | | |
Weighted | | |
| | |
Options | | |
Average | |
| |
outstanding | | |
Average | | |
Weighted | | |
Exercisable | | |
Exercise | |
| |
as of | | |
remaining | | |
average | | |
as of | | |
price of | |
Ranges of | |
December 31, | | |
contractual | | |
exercise | | |
December 31, | | |
Options | |
exercise price | |
2018 | | |
Term | | |
price | | |
2018 | | |
Exercisable | |
$ | |
| | |
(Years) | | |
$ | | |
| | |
$ | |
| |
| | |
| | |
| | |
| | |
| |
0.88-1.48 | |
| 25,703 | | |
| 1.18 | | |
| 1.08 | | |
| 25,703 | | |
| 1.08 | |
4.12-5.67 | |
| 103,000 | | |
| 0.83 | | |
| 5.62 | | |
| 103,000 | | |
| 5.62 | |
6.32-6.91 | |
| 45,750 | | |
| 1.47 | | |
| 6.67 | | |
| 38,250 | | |
| 6.74 | |
7.82 | |
| 300,000 | | |
| 2.34 | | |
| 7.82 | | |
| 300,000 | | |
| 7.82 | |
8.67-9.18 | |
| 95,000 | | |
| 3.48 | | |
| 9.10 | | |
| 40,000 | | |
| 9.18 | |
9.33-9.8 | |
| 413,229 | | |
| 4.33 | | |
| 9.53 | | |
| 157,180 | | |
| 9.44 | |
10.18-10.81 | |
| 217,500 | | |
| 3.45 | | |
| 10.46 | | |
| 112,500 | | |
| 10.40 | |
11.43-12.53 | |
| 810,000 | | |
| 4.78 | | |
| 11.54 | | |
| 33,750 | | |
| 12.27 | |
12.62-13.5 | |
| 45,000 | | |
| 3.78 | | |
| 12.91 | | |
| 18,750 | | |
| 12.80 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| 2,055,182 | | |
| 3.80 | | |
| 9.86 | | |
| 829,133 | | |
| 8.31 |
|
Magic Software [Member] |
|
Employee Option Plans [Line Items] |
|
Schedule of employee option activity |
| |
Number of
options | | |
Weighted
average exercise
price | | |
Weighted
average remaining contractual term (in
years) | | |
Aggregate
intrinsic value | |
Outstanding at January 1,
2018 | |
| 309,309 | | |
| 4.38 | | |
| 3.97 | | |
| 1,237 | |
Granted | |
| 37,500 | | |
| - | | |
| | | |
| | |
Exercised | |
| (104,167 | ) | |
| 2.99 | | |
| | | |
| | |
Forfeited | |
| (21,875 | ) | |
| 6.89 | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Outstanding at
December 31, 2018 | |
| 220,767 | | |
| 3.83 | | |
| 3.81 | | |
| 1,684 | |
| |
| | | |
| | | |
| | | |
| | |
Exercisable at
December 31, 2018 | |
| 190,767 | | |
| 4.43 | | |
| 2.92 | | |
| 1,456 | |
|
Schedule of options outstanding under stock option plans separated into ranges of exercise price |
Ranges
of Exercise price | |
Options
outstanding | | |
Weighted
average remaining contractual life | | |
Weighted
average exercise
price | | |
Options
exercisable | | |
Weighted
average exercise price of
exercisable options | |
$ | |
| | |
(Years) | | |
$ | | |
| | |
$ | |
0-1 | |
| 30,000 | | |
| 9.49 | | |
| - | | |
| - | | |
| - | |
2.01-3 | |
| 66,000 | | |
| 1.26 | | |
| 2.32 | | |
| 66,000 | | |
| 2.32 | |
3.01-4 | |
| 73,517 | | |
| 2.77 | | |
| 4.00 | | |
| 73,517 | | |
| 4.00 | |
5.01-6 | |
| 6,250 | | |
| 4.61 | | |
| 6.00 | | |
| 6,250 | | |
| 6.00 | |
8.01-9 | |
| 45,000 | | |
| 5.35 | | |
| 8.01 | | |
| 45,000 | | |
| 8.01 | |
| |
| 220,767 | | |
| 3.81 | | |
| 3.83 | | |
| 190,767 | | |
| 4.43 | |
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Commitments and Contingencies (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Commitments and Contingencies [Abstract] |
|
Schedule of composition of pledged shares |
|
|
December 31, 2018 |
|
|
|
Financial institution credit agreement |
|
|
Formula's Series A Secured Debentures |
|
Matrix ordinary shares, par value NIS 1.0 per share |
|
|
5,263,615 |
|
|
|
4,128,865 |
|
Magic ordinary shares, par value NIS 0.1 per share |
|
|
2,117,143 |
|
|
|
5,825,681 |
|
Sapiens common shares, par value €0.01 per share |
|
|
1,410,533 |
|
|
|
1,260,266 |
|
|
Schedule of future minimum lease commitments |
2019 | |
| 28,262 | |
2020 | |
| 20,125 | |
2021 | |
| 15,783 | |
2022 | |
| 10,064 | |
2023 and Thereafter | |
| 24,778 | |
| |
| 99,012 |
|
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Equity (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Equity [Abstract] |
|
Schedule of share capital |
| |
December
31, 2018 | | |
December
31, 2017 | |
| |
Authorized | | |
Issued | | |
Outstanding | | |
Authorized | | |
Issued | | |
Outstanding | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ordinary
shares, NIS 1 par value each | |
| 25,000,000 | | |
| 15,318,958 | | |
| 14,750,338 | | |
| 25,000,000 | | |
| 15,307,402 | | |
| 14,738,782 | |
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Taxes on Income (Tables)
|
12 Months Ended |
Dec. 31, 2018 |
Taxes on Income [Abstract] |
|
Schedule of deferred tax liabilities, net |
| 1) | Presentation in consolidated statements of financial
position: |
| |
December 31, | |
| |
2018 | | |
2017 | |
Deferred taxes assets | |
$ | 14,214 | | |
$ | 15,878 | |
Deferred tax liabilities | |
| (34,800 | ) | |
| (36,605 | ) |
| |
$ | (20,586 | ) | |
$ | (20,727 | ) |
| |
December 31, | |
| |
2018 | | |
2017 | |
Net operating losses carried forward | |
$ | 4,579 | | |
$ | 8,081 | |
Intangibles and fixed assets | |
| (32,895 | ) | |
| (35,834 | ) |
Differences in measurement basis (cash basis for tax purposes) | |
| (1,571 | ) | |
| (4,298 | ) |
Other | |
| 9,301 | | |
| 11,324 | |
| |
$ | (20,586 | ) | |
$ | (20,727 | ) |
|
Schedule of pre-tax income |
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
| |
| | |
| | |
| |
Domestic (Israel) | |
$ | 81,317 | | |
$ | 38,204 | | |
$ | 51,552 | |
Foreign | |
| 20,379 | | |
| 14,607 | | |
| 25,711 | |
| |
| | | |
| | | |
| | |
Total | |
$ | 101,696 | | |
$ | 52,811 | | |
$ | 77,263 | |
|
Schedule of taxes on income (tax benefit) |
|
|
Year ended
December 31, |
|
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
Current taxes |
|
$ |
30,302 |
|
|
$ |
22,375 |
|
|
$ |
20,952 |
|
Deferred taxes |
|
|
(6,001 |
) |
|
|
(9,004 |
) |
|
|
211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
24,301 |
|
|
$ |
13,371 |
|
|
$ |
21,163 |
|
|
Schedule of theoretical tax expense |
|
|
Year ended
December 31, |
|
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes, as per the statement of operations |
|
$ |
101,696 |
|
|
$ |
52,811 |
|
|
$ |
77,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory tax rate in Israel |
|
|
23 |
% |
|
|
24 |
% |
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax computed at the statutory tax rate |
|
|
23,390 |
|
|
|
12,675 |
|
|
|
19,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-deductible expenses (non-taxable income) net and tax-deductible costs not included in the accounting costs |
|
|
1,393 |
|
|
|
1,522 |
|
|
|
978 |
|
Effect of different tax rates |
|
|
379 |
|
|
|
843 |
|
|
|
(1,143 |
) |
Effect of "Approved, Beneficiary or Preferred Enterprise" status |
|
|
(1,233 |
) |
|
|
(252 |
) |
|
|
(1,338 |
) |
Group's share of profits of companies accounted for at equity |
|
|
(86 |
) |
|
|
(270 |
) |
|
|
(87 |
) |
Deferred taxes on current losses (utilization of carry forward losses) and temporary differences for which a valuation allowance was provided, net |
|
|
(796 |
) |
|
|
4,695 |
|
|
|
1,442 |
|
Effect of change in tax rates |
|
|
- |
|
|
|
(5,796 |
) |
|
|
112 |
|
Taxes in respect of prior years |
|
|
(485 |
) |
|
|
(227 |
) |
|
|
1,718 |
|
Uncertain tax positions |
|
|
2,703 |
|
|
|
342 |
|
|
|
(234 |
) |
Other |
|
|
(964 |
) |
|
|
(439 |
) |
|
|
399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on income |
|
$ |
24,301 |
|
|
$ |
13,371 |
|
|
$ |
21,163 |
|
|
Schedule of total unrecognized tax benefits |
Balance as of December 31, 2015 |
|
|
2,492 |
|
|
|
|
|
|
Increase due to consolidation in a subsidiary |
|
|
227 |
|
Decrease related to prior years' tax positions |
|
|
(286 |
) |
Increase related to current year tax positions |
|
|
847 |
|
|
|
|
|
|
Balance as of December 31, 2016 |
|
|
3,280 |
|
|
|
|
|
|
Increase due to consolidation in a subsidiary |
|
|
66 |
|
Decrease related to prior years' tax positions |
|
|
(135 |
) |
Increase related to current year tax positions |
|
|
813 |
|
|
|
|
|
|
Balance as of December 31, 2017 |
|
|
4,024 |
|
|
|
|
|
|
Decrease related to prior years' tax positions |
|
|
(198 |
) |
Increase related to current year tax positions |
|
|
2,775 |
|
|
|
|
|
|
Balance as of December 31, 2018 |
|
|
6,601 |
|
|
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|
12 Months Ended |
Dec. 31, 2018 |
Supplementary Financial Statement Information [Abstract] |
|
Schedule of non-controlling interest in material partially owned subsidiaries |
|
|
December 31, |
|
|
|
2018 |
|
|
2017 |
|
Matrix and its subsidiaries |
|
$ |
106,667 |
|
|
$ |
104,750 |
|
Sapiens and its subsidiaries |
|
|
193,832 |
|
|
|
193,973 |
|
Magic and its subsidiaries |
|
|
137,158 |
|
|
|
114,925 |
|
Other |
|
|
110 |
|
|
|
72 |
|
|
|
$ |
437,767 |
|
|
$ |
413,720 |
|
|
Schedule of financial income and expenses |
| |
Year ended December 31, | |
| |
2018 | | |
2017 | | |
2016 | |
Financial expenses: | |
| | | |
| | | |
| | |
Financial expenses related to liabilities in respect of business combinations | |
$ | 1,108 | | |
$ | 765 | | |
$ | 2,602 | |
Interest expenses on loans and borrowings | |
| 6,891 | | |
| 7,700 | | |
| 6,061 | |
Financial costs related to Debentures | |
| 5,479 | | |
| 2,832 | | |
| 1,959 | |
Bank charges, negative foreign exchange differences and other financial expenses | |
| 2,374 | | |
| 18,573 | | |
| 6,972 | |
| |
| 15,852 | | |
| 29,870 | | |
| 17,594 | |
Financial income: | |
| | | |
| | | |
| | |
Income from marketable securities and embedded derivative | |
| 832 | | |
| 138 | | |
| 865 | |
Interest income from deposits, positive foreign exchange differences and other financial income | |
| 6,730 | | |
| 8,613 | | |
| 5,143 | |
| |
| 7,562 | | |
| 8,751 | | |
| 6,008 | |
| |
| | | |
| | | |
| | |
Total | |
$ | 8,290 | | |
$ | (21,119 | ) | |
$ | (11,586 | ) |
|
Schedule of property and equipment located |
|
|
December 31, |
|
|
|
2018 |
|
|
2017 |
|
|
|
|
|
|
|
|
Israel |
|
$ |
22,401 |
|
|
$ |
22,615 |
|
United States |
|
|
4,033 |
|
|
|
4,369 |
|
Europe |
|
|
1,307 |
|
|
|
1,412 |
|
Japan |
|
|
282 |
|
|
|
302 |
|
Other |
|
|
1,159 |
|
|
|
1,109 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
29,182 |
|
|
$ |
29,807 |
|
|
Schedule of revenues classified by geographic area (based on the location of customers) |
|
|
Year ended
December 31, |
|
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
Israel |
|
$ |
893,605 |
|
|
$ |
846,298 |
|
|
$ |
663,341 |
|
International: |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
|
418,148 |
|
|
|
322,892 |
|
|
|
283,297 |
|
Europe |
|
|
141,316 |
|
|
|
131,025 |
|
|
|
115,444 |
|
Africa |
|
|
13,726 |
|
|
|
24,370 |
|
|
|
2,296 |
|
Japan |
|
|
11,053 |
|
|
|
15,763 |
|
|
|
38,310 |
|
Other (mainly Asia pacific) |
|
|
15,140 |
|
|
|
14,791 |
|
|
|
5,933 |
|
Total |
|
$ |
1,492,988 |
|
|
$ |
1,355,139 |
|
|
$ |
1,108,621 |
|
|
Schedule of computation basic and diluted net earnings per share |
|
|
Year ended
December 31, |
|
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share – net income attributable to equity holders of the Company |
|
$ |
32,365 |
|
|
$ |
10,352 |
|
|
$ |
22,455 |
|
Diluted earnings per share - net income attributable to equity holders of the Company |
|
$ |
33,376 |
|
|
$ |
10,085 |
|
|
$ |
23,207 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share - weighted average shares outstanding |
|
|
14,740 |
|
|
|
14,437 |
|
|
|
14,214 |
|
Effect of dilutive securities |
|
|
831 |
|
|
|
295 |
|
|
|
1,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share – adjusted weighted average shares outstanding |
|
|
15,571 |
|
|
|
14,732 |
|
|
|
15,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings per share |
|
|
2.20 |
|
|
|
0.72 |
|
|
|
1.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings per share |
|
|
2.14 |
|
|
|
0.68 |
|
|
|
1.49 |
|
|
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|
12 Months Ended |
Dec. 31, 2018 |
Operating Segments [Abstract] |
|
Schedule of goodwill in material partially owned subsidiaries |
|
|
December 31, |
|
|
|
2018 |
|
|
2017 |
|
Matrix and its subsidiaries |
|
$ |
215,428 |
|
|
$ |
200,440 |
|
Sapiens and its subsidiaries |
|
|
311,489 |
|
|
|
303,955 |
|
Magic and its subsidiaries |
|
|
95,006 |
|
|
|
98,189 |
|
Michpal and its subsidiaries |
|
|
18,932 |
|
|
|
14,688 |
|
|
|
$ |
640,855 |
|
|
$ |
617,272 |
|
|
Schedule of reporting on operating segments |
| |
Matrix | | |
Sapiens | | |
Magic | | |
Other | | |
Adjustments | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Year ended December 31, 2018: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Revenues from external customers | |
| 878,188 | | |
| 289,707 | | |
| 282,205 | | |
| 109,041 | | |
| (66,153 | ) | |
| 1,492,988 | |
Inter-segment revenues | |
| 2,869 | | |
| - | | |
| 2,170 | | |
| 80 | | |
| (5,119 | ) | |
| - | |
Revenues | |
| 881,057 | | |
| 289,707 | | |
| 284,375 | | |
| 109,121 | | |
| (71,272 | ) | |
| 1,492,988 | |
Unallocated corporate expenses | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,113 | ) | |
| (2,113 | ) |
Depreciation and amortization | |
| 8,554 | | |
| 26,249 | | |
| 12,562 | | |
| 5,081 | | |
| (3,712 | ) | |
| 48,734 | |
Operating income | |
| 61,264 | | |
| 16,799 | | |
| 31,698 | | |
| 4,210 | | |
| (4,354 | ) | |
| 109,617 | |
Financial expenses, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (8,290 | ) |
Group's share of profits of companies accounted for at equity, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 369 | |
Taxes on income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (24,301 | ) |
Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 77,395 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Year ended December 31, 2017: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Revenues from external customers | |
| 790,946 | | |
| 269,194 | | |
| 256,207 | | |
| 105,608 | | |
| (66,816 | ) | |
| 1,355,139 | |
Inter-segment revenues | |
| 3,679 | | |
| - | | |
| 1,933 | | |
| 200 | | |
| (5,812 | ) | |
| - | |
Revenues | |
| 794,625 | | |
| 269,194 | | |
| 258,140 | | |
| 105,808 | | |
| (72,628 | ) | |
| 1,355,139 | |
Unallocated corporate expenses | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,472 | ) | |
| (3,472 | ) |
Depreciation and amortization | |
| 6,855 | | |
| 21,969 | | |
| 13,611 | | |
| 4,935 | | |
| (3,724 | ) | |
| 43,646 | |
Operating income (loss) | |
| 54,337 | | |
| (5,053 | ) | |
| 25,956 | | |
| 3,670 | | |
| (6,104 | ) | |
| 72,806 | |
Financial expenses, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (21,119 | ) |
Group's share of profits of companies accounted for at equity, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,124 | |
Taxes on income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (13,371 | ) |
Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 39,440 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Year ended December 31, 2016: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Revenues from external customers | |
| 660,012 | | |
| 216,190 | | |
| 198,096 | | |
| 72,585 | | |
| (38,262 | ) | |
| 1,108,621 | |
Inter-segment revenues | |
| 2,578 | | |
| - | | |
| 3,550 | | |
| - | | |
| (6,128 | ) | |
| - | |
Revenues | |
| 662,590 | | |
| 216,190 | | |
| 201,646 | | |
| 72,585 | | |
| (44,390 | ) | |
| 1,108,621 | |
Unallocated corporate expenses | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,713 | ) | |
| (2,713 | ) |
Depreciation and amortization | |
| 6,513 | | |
| 14,227 | | |
| 11,608 | | |
| 3,314 | | |
| (3,292 | ) | |
| 32,370 | |
Operating income | |
| 48,776 | | |
| 20,636 | | |
| 21,087 | | |
| 2,198 | | |
| (4,197 | ) | |
| 88,500 | |
Financial expenses, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (11,586 | ) |
Group's share of profits of companies accounted for at equity, net | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 349 | |
Taxes on income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (21,163 | ) |
Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 56,100 | |
|
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Significant Accounting Policies (Details 2) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
Current Assets |
|
|
Trade receivables |
$ 441,468
|
$ 385,778
|
Prepaid expenses and other accounts receivable |
40,397
|
44,904
|
Long-term Assets |
|
|
Prepaid expenses and other accounts receivable |
23,121
|
16,581
|
Current Liabilities |
|
|
Deferred revenues |
59,509
|
58,905
|
Other accounts payable |
53,969
|
53,145
|
Long-term Liabilities |
|
|
Other long-term liabilities |
8,734
|
7,244
|
Equity |
|
|
Retained earnings |
262,557
|
239,156
|
Non-controlling interests |
437,767
|
413,720
|
The change [Member] |
|
|
Current Assets |
|
|
Trade receivables |
1,783
|
20
|
Prepaid expenses and other accounts receivable |
(1,271)
|
629
|
Long-term Assets |
|
|
Prepaid expenses and other accounts receivable |
1,646
|
|
Current Liabilities |
|
|
Deferred revenues |
(4,553)
|
(1,397)
|
Other accounts payable |
262
|
|
Long-term Liabilities |
|
|
Other long-term liabilities |
106
|
231
|
Equity |
|
|
Retained earnings |
3,019
|
874
|
Non-controlling interests |
3,324
|
941
|
According to IFRS 15 [Member] |
|
|
Current Assets |
|
|
Trade receivables |
|
385,798
|
Prepaid expenses and other accounts receivable |
|
45,533
|
Current Liabilities |
|
|
Deferred revenues |
|
57,508
|
Long-term Liabilities |
|
|
Other long-term liabilities |
|
7,475
|
Equity |
|
|
Retained earnings |
|
240,030
|
Non-controlling interests |
|
$ 414,661
|
According to the previous accounting policy [Member] |
|
|
Current Assets |
|
|
Trade receivables |
439,685
|
|
Prepaid expenses and other accounts receivable |
41,668
|
|
Long-term Assets |
|
|
Prepaid expenses and other accounts receivable |
21,475
|
|
Current Liabilities |
|
|
Deferred revenues |
64,062
|
|
Other accounts payable |
53,707
|
|
Long-term Liabilities |
|
|
Other long-term liabilities |
8,628
|
|
Equity |
|
|
Retained earnings |
259,538
|
|
Non-controlling interests |
$ 434,443
|
|
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Significant Accounting Policies (Details 3) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Statement Line Items [Line Items] |
|
|
|
Revenues |
$ 1,492,988
|
$ 1,355,139
|
$ 1,108,621
|
Selling, marketing, general and administrative expenses |
182,472
|
184,164
|
147,953
|
Taxes on income |
24,301
|
13,371
|
21,163
|
Net income attributable to equity holders of the Company |
32,365
|
10,352
|
22,445
|
Net income attributable to non-controlling interests |
45,030
|
$ 29,088
|
$ 33,655
|
According to the previous accounting policy [Member] |
|
|
|
Statement Line Items [Line Items] |
|
|
|
Revenues |
1,488,378
|
|
|
Selling, marketing, general and administrative expenses |
182,527
|
|
|
Taxes on income |
24,164
|
|
|
Net income attributable to equity holders of the Company |
30,220
|
|
|
Net income attributable to non-controlling interests |
42,647
|
|
|
The change [member] |
|
|
|
Statement Line Items [Line Items] |
|
|
|
Revenues |
4,610
|
|
|
Selling, marketing, general and administrative expenses |
(55)
|
|
|
Taxes on income |
137
|
|
|
Net income attributable to equity holders of the Company |
2,145
|
|
|
Net income attributable to non-controlling interests |
$ 2,383
|
|
|
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Significant Accounting Policies (Details 4) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
Significant Accounting Policies [Abstract] |
|
|
Trade receivables |
$ 362,853
|
$ 322,325
|
Unbilled receivables |
78,615
|
6,453
|
Long-term trade receivables |
3,932
|
950
|
Advances and deferred revenues |
(59,509)
|
(58,905)
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Long-term deferred revenues |
$ (4,906)
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$ (9,340)
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Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Disclosure Of Information About Investees [Line Items] |
|
|
|
Bad debt expenses |
$ 1,723
|
$ 1,373
|
$ 652
|
Total expense of employee benefit liabilities |
$ 30,941
|
$ 35,036
|
$ 29,557
|
Percentage of decline in fair value of financial assets |
20.00%
|
|
|
Revenues from training services, terms |
3 months
|
|
|
Adjustment to the opening retained earnings |
$ 874
|
|
|
Magic [Member] |
|
|
|
Disclosure Of Information About Investees [Line Items] |
|
|
|
Description of voting rights |
The Company, as of December 31, 2018 there were just four financial institutions holding more than 5% of Magic's voting power (each representing 7.4%, 6.0%, 5.9% and 5.6% of votes respectively). There is no evidence that any of the shareholders have or had granted to any other shareholder a voting proxy at the general meeting. Over the last five years from 2014 to 2018, Magic's general meetings were attended by shareholders representing not more than 70% of total voting rights (including the Company's share power and bearing in mind that the Company presently holds approximately 45.21% of total voting power). This means that the level of activity of Magic's other shareholders is relatively moderate or low. As of December 31, 2018, the attendance from shareholders would have to be higher than 90.4% in order to deprive the Company of an absolute majority of votes at the general meeting.
|
|
|
Description of governing bodies |
Magic's board of directors is composed of 5 members, 3 of whom are independent directors. In recent years, the Company has consistently reappointed mostly the same members of the board of directors.
|
|
|
Sapiens [Member] |
|
|
|
Disclosure Of Information About Investees [Line Items] |
|
|
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Description of voting rights |
The Company, just two financial institution held more than 5% of the voting rights at the general meeting (representing 5.1%, and 6.5%, of the votes, respectively). There is no evidence that any shareholders have or had granted to any other shareholder a voting proxy at the general meeting. Over the last five years from 2014 to 2018, Sapiens’ general meetings were attended by shareholders representing in total between 70% and 80% of the total voting power (including the Company’s share power and bearing in mind that the Company presently holds approximately 48.08% of total voting rights). This means that the level of activity of Sapiens’ other shareholders is relatively moderate or low. As of December 31, 2018, the attendance from shareholders would have to be higher than 96.2% in order to deprive the Company of an absolute majority of votes at the general meeting.
|
|
|
Description of governing bodies |
Sapiens' board of directors is composed of 6 members, 4 of whom are independent directors. For the last 8 years, the Company has consistently reappointed the same members of the board of directors.
|
|
|
Matrix [Member] |
|
|
|
Disclosure Of Information About Investees [Line Items] |
|
|
|
Description of voting rights |
The Company, as of December 31, 2018 there were just four financial institutions holding more than 5% of Magic's voting power (each representing 7.4%, 6.0%, 5.9% and 5.6% of votes respectively). There is no evidence that any of the shareholders have or had granted to any other shareholder a voting proxy at the general meeting. Over the last five years from 2014 to 2018, Magic's general meetings were attended by shareholders representing not more than 70% of total voting rights (including the Company's share power and bearing in mind that the Company presently holds approximately 45.21% of total voting power). This means that the level of activity of Magic's other shareholders is relatively moderate or low. As of December 31, 2018, the attendance from shareholders would have to be higher than 90.4% in order to deprive the Company of an absolute majority of votes at the general meeting.
|
|
|
Description of governing bodies |
Matrix's board of directors is composed of 5 members, 3 of whom are independent directors. For the last 5 years (i.e., 2014-2018), the Company has consistently reappointed mostly the same members of the board of directors.
|
|
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Computer software [member] |
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Useful life of intangible assets, years |
5-7 years
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Business Combination, Significant Transaction and Sale of Business (Details 4) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
Feb. 28, 2017 |
Disclosure of detailed information about business combination [line items] |
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$ 5,602
|
$ 6,811
|
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Stoneriver, Inc [Member] |
|
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|
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|
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$ 16,785
|
Property and equipment |
|
|
1,088
|
Intangible assets |
|
|
38,145
|
Goodwill |
|
|
77,014
|
Other long-term assets |
|
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78
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Total assets acquired |
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133,110
|
Current liabilities |
|
|
10,595
|
Deferred revenues |
|
|
5,742
|
Deferred tax liabilities |
|
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15,071
|
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|
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351
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|
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31,759
|
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$ 101,351
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Business Combination, Significant Transaction and Sale of Business (Details 9) - Infinigy Solutions Llc [Member] - USD ($) $ in Thousands |
Dec. 31, 2018 |
Jun. 30, 2015 |
Disclosure of detailed information about business combination [line items] |
|
|
Net assets, excluding cash acquired |
|
$ 1,182
|
Non-controlling interests |
$ 14,408
|
(3,590)
|
Intangible assets |
|
3,675
|
Goodwill |
|
5,260
|
Total assets acquired net of acquired cash |
|
$ 6,527
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Business Combination, Significant Transaction and Sale of Business (Details 12) - Other acquisitions by Magic [Member] - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Disclosure of detailed information about business combination [line items] |
|
|
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Net assets, excluding cash acquired |
$ 306
|
$ (1,822)
|
$ 2,174
|
Non-controlling interests |
|
|
(1,209)
|
Intangible assets |
23
|
1,149
|
2,370
|
Deferred tax liabilities |
|
|
493
|
Goodwill |
259
|
1,723
|
6,042
|
Total assets acquired net of acquired cash |
$ 588
|
$ 1,050
|
$ 8,884
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Business Combination, Significant Transaction and Sale of Business (Details Textual) ₪ in Thousands, $ in Thousands |
Dec. 31, 2018
USD ($)
shares
|
Dec. 31, 2017
shares
|
Jan. 03, 2017
USD ($)
|
Jan. 03, 2017
ILS (₪)
|
May 09, 2016
USD ($)
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
Ordinary shares issued | shares |
15,318,958
|
15,307,402
|
|
|
|
Financial liability |
$ 8,191
|
|
|
|
|
Michpal Micro Computers (1983) Ltd. [Member] |
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
$ 22,106
|
|
|
Michpal Micro Computers (1983) Ltd. [Member] | NIS [Member] |
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
Total assets acquired net of acquired cash | ₪ |
|
|
|
₪ 85,000
|
|
TSG IT Advanced Systems Ltd [Member] |
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
Total purchase price |
|
|
|
|
$ 51,532
|
Percentage of assets acquired |
|
|
|
|
50.00%
|
Total assets acquired net of acquired cash |
|
|
|
|
$ 25,766
|
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Business Combination, Significant Transaction and Sale of Business (Details Textual 2) - USD ($) $ in Thousands |
|
|
|
|
1 Months Ended |
12 Months Ended |
|
|
|
May 07, 2018 |
Oct. 31, 2016 |
Jun. 30, 2015 |
Apr. 14, 2015 |
Dec. 31, 2018 |
Dec. 27, 2017 |
Feb. 28, 2017 |
Jul. 31, 2016 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Mar. 07, 2018 |
Nov. 01, 2016 |
Jul. 11, 2016 |
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
$ 1,492,988
|
$ 1,355,139
|
$ 1,108,621
|
|
|
|
|
Acquisition of in Shavit Software (2009) Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,836
|
|
Estimated fair value of contingent payment |
|
$ 4,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of ownership |
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of in Shavit Software (2009) Ltd [Member] | Software professional and outsourced management services [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
$ 6,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of StoneRiver, Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
|
$ 101,351
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
67,805
|
|
|
|
|
|
|
|
|
General and administrative expense |
|
|
|
|
|
|
$ 1,348
|
|
|
|
|
|
|
|
|
Acquisition of Comblack IT Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
$ 1,821
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
|
70.00%
|
|
|
|
|
|
|
|
|
|
|
|
Estimated fair value of contingent payment |
|
|
|
$ 1,523
|
$ 927
|
|
|
|
|
|
|
$ 298
|
|
|
|
Redeemable non-controlling interests |
|
|
|
$ (989)
|
5,234
|
|
|
|
5,234
|
|
|
|
|
|
|
Percentage of remaining assets acquired |
|
|
|
30.00%
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Infinigy Solutions LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
$ 6,527
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
70.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated fair value of contingent payment |
|
|
$ 5,600
|
|
|
|
|
|
|
|
927
|
|
|
|
|
Redeemable non-controlling interests |
|
|
$ (3,590)
|
|
14,408
|
|
|
|
14,408
|
|
|
|
|
|
|
Percentage of remaining assets acquired |
|
|
30.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Operational targets |
|
|
|
|
|
|
|
$ 534
|
14,408
|
2,198
|
|
|
|
|
|
Acquisition Of Knowledgeprice [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
$ 4,068
|
|
|
|
|
|
|
|
|
|
Estimated fair value of contingent payment |
|
|
|
|
|
1,961
|
|
|
|
|
|
|
|
|
|
Fair value of total consideration |
|
|
|
|
|
$ 6,029
|
|
|
|
|
|
|
|
|
|
Description of business combination |
|
|
|
|
|
The seller has performance based payments relating to achievements of revenue and profitability targets over three years (2018-2020) and retention payment of up to $1,116 as of December 31, 2017, that are subject to continued employment, and therefore not part of the purchase price.
|
|
|
|
|
|
|
|
|
|
Acquisition Of Knowledgeprice [Member] | January 2018 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
$ 310
|
|
|
|
|
|
|
|
|
|
Acquisition Of Knowledgeprice [Member] | December 2017 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
$ 3,758
|
|
|
|
|
|
|
|
|
|
Other acquisitions by Magic in 2015, 2016 and 2017 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
588
|
|
|
|
588
|
1,050
|
8,884
|
|
|
|
|
Estimated fair value of contingent payment |
|
|
|
|
|
|
|
|
|
1,050
|
8,884
|
|
|
|
|
Deferred payment |
|
|
|
|
|
|
|
|
|
|
493
|
|
|
|
|
Redeemable non-controlling interests |
|
|
|
|
|
|
|
|
|
|
$ (1,209)
|
|
|
|
|
Acquisition of Roshtov Software Industries Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 20,550
|
Percentage of assets acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60.00%
|
Deferred payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,610
|
Redeemable non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ (14,012)
|
Percentage of remaining assets acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40.00%
|
Adaptik Corporation [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
|
|
|
|
|
|
|
$ 18,059
|
|
|
Total cash consideration |
$ 18,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid amount |
17,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue targets over three years (2018-2020) |
3,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposited at closing in escrow |
339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adaptik Corporation [Member] | March 2022 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid amount |
$ 200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Magic [Member] | Acquisition of in Shavit Software (2009) Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated fair value of contingent payment |
|
$ 2,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parties [Member] | Acquisition of in Shavit Software (2009) Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred payment |
|
|
|
|
$ 2,535
|
|
|
|
$ 2,535
|
$ 924
|
|
|
|
|
|
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Business Combination, Significant Transaction and Sale of Business (Details Textual 3) € in Thousands, ₪ in Thousands, $ in Thousands |
|
1 Months Ended |
|
|
|
|
|
|
|
|
Apr. 01, 2015
USD ($)
|
Nov. 30, 2018
USD ($)
|
Jul. 31, 2018
USD ($)
|
Mar. 31, 2018
USD ($)
|
Jan. 31, 2018
USD ($)
|
Dec. 31, 2018
USD ($)
|
Jul. 31, 2018
ILS (₪)
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Dec. 27, 2016
USD ($)
|
Dec. 27, 2016
EUR (€)
|
Nov. 08, 2016
USD ($)
|
Oct. 04, 2016
USD ($)
|
Mar. 30, 2016
USD ($)
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to goodwill |
|
|
|
|
|
|
$ 640,855
|
|
$ 617,272
|
$ 640,184
|
|
|
|
|
|
Acquisition of Aviv Management Engineering Systems Ltd. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
|
|
|
|
|
|
|
|
85.00%
|
85.00%
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
|
|
|
|
|
$ 5,436
|
|
|
|
|
Percentage of remaining assets acquired |
|
|
|
|
|
|
|
|
|
|
15.00%
|
15.00%
|
|
|
|
Allocated to deferred taxes |
|
|
|
|
|
|
|
|
|
|
$ 472
|
|
|
|
|
Redeemable non-controlling interests |
|
|
|
|
|
|
2,034
|
|
|
|
(1,486)
|
|
|
|
|
Acquisition of Network Infrastructure Technologies Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
60.00%
|
|
Percentage of remaining assets acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
40.00%
|
|
Allocated to deferred taxes |
|
|
|
|
|
|
|
|
|
(31,029)
|
|
|
|
|
|
Total consideration |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,750
|
|
Redeemable non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 3,968
|
|
Acquisition of Programa Logistics Systems Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60.00%
|
Total assets acquired net of acquired cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,241
|
Percentage of remaining assets acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40.00%
|
Total consideration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,937
|
Eligible for future consideration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
304
|
Redeemable non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,471)
|
Acquisition of Programa Logistics Systems Ltd [Member] | NIS [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,295
|
Eligible for future consideration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,144
|
Acquisition of Tiltan Systems Engineering Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consequently recognized loss |
|
$ 142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Tiltan Systems Engineering Ltd [Member] | NIS [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consequently recognized loss |
|
$ 565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Hydus Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eligible for future consideration |
|
|
|
|
|
|
|
|
|
$ 1,739
|
|
|
|
|
|
Acquisition of Second to none solutions Inc. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
|
|
|
|
|
|
|
|
|
|
55.00%
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
|
|
|
|
|
|
|
$ 801
|
|
|
Percentage of remaining assets acquired |
|
|
|
|
|
|
|
|
|
|
|
|
30.00%
|
|
|
Allocated to deferred taxes |
|
|
|
|
|
|
|
|
|
|
|
|
$ 314
|
|
|
Total consideration |
|
|
|
|
|
|
|
|
|
|
|
|
287
|
|
|
Eligible for future consideration |
|
|
|
|
|
|
|
|
|
|
|
|
514
|
|
|
Redeemable non-controlling interests |
|
|
|
|
|
|
1,880
|
|
|
|
|
|
$ (2,184)
|
|
|
Alius Group Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
$ 16,366
|
|
|
|
|
|
|
|
|
|
Pleasant Valley Business Solutions, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
$ 8,317
|
|
|
|
|
|
|
|
|
|
|
Integrity Software 2011 Ltd. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
[1] |
|
|
$ 1,554
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling interests |
[1] |
|
|
$ (318)
|
|
|
|
|
|
|
|
|
|
|
|
Noah Technologies Ltd. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
[1] |
|
$ 1,459
|
|
|
|
|
|
|
|
|
|
|
|
|
Michpal [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
6,173
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling interests |
|
|
$ (269)
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of business combination |
|
|
Michpal acquired 80% of the share capital of Effective Solutions Ltd., an Israeli based service provider of consulting services in the fields of operational cost savings and procurement, as well as salary control and monitoring. The aggregate purchase price for the 80% interest was NIS 24,000 (approximately $6,516) in cash. In addition, Michpal and the seller hold mutual call and put options, respectively, for the remaining 20% interest in Effective Solutions. Due to the put option, the Group recorded a financial liability in an amount of NIS 2,841 (approximately $758) as of the acquisition date. As of December 31, 2018, the financial liability due to the put option granted to non-controlling interests in Effective Solutions remained at value of $758.
|
|
|
|
|
|
|
|
|
|
|
|
|
Matrix [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
$ 2,564
|
|
|
|
|
|
|
|
|
|
Allocated to goodwill |
|
|
|
|
|
|
215,428
|
|
$ 200,440
|
|
|
|
|
|
|
Matrix [Member] | Acquisition of Aviv Management Engineering Systems Ltd. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
|
|
|
|
|
|
|
|
5,213
|
|
|
|
|
Eligible for future consideration |
|
|
|
|
|
|
|
|
|
|
313
|
|
|
|
|
Redeemable non-controlling interests |
|
|
|
|
|
|
|
|
|
|
$ (1,486)
|
|
|
|
|
Matrix [Member] | Acquisition of Aviv Management Engineering Systems Ltd. [Member] | NIS [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration | € |
|
|
|
|
|
|
|
|
|
|
|
€ 19,699
|
|
|
|
Eligible for future consideration | € |
|
|
|
|
|
|
|
|
|
|
|
1,200
|
|
|
|
Redeemable non-controlling interests | € |
|
|
|
|
|
|
|
|
|
|
|
€ 5,714
|
|
|
|
Matrix [Member] | Acquisition of Network Infrastructure Technologies Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling interests |
|
|
|
|
|
|
2,588
|
|
|
|
|
|
|
|
|
Matrix [Member] | Acquisition of Programa Logistics Systems Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling interests |
|
|
|
|
|
|
2,588
|
|
|
|
|
|
|
|
|
Matrix [Member] | Alius Group Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
|
|
|
5010.00%
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
|
$ 3,268
|
|
|
|
|
|
|
|
|
|
Percentage of remaining assets acquired |
|
|
|
|
|
4990.00%
|
|
|
|
|
|
|
|
|
|
Assets acquired remaining balance |
|
|
|
|
|
$ 3,000
|
|
|
|
|
|
|
|
|
|
Allocated to deferred taxes |
|
|
|
|
|
$ 826
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
$ 13,802
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of business combination |
|
|
|
|
|
The terms of the acquisition, Matrix and the seller held mutual options to purchase and sell (respectively) the remaining shares within two years following the closing date under the agreement.
|
|
|
|
|
|
|
|
|
|
Matrix [Member] | Pleasant Valley Business Solutions, LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
|
|
10000.00%
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
|
$ 5,489
|
|
|
|
|
|
|
|
|
|
|
Allocated to goodwill |
|
|
|
|
2,828
|
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
|
|
7,590
|
|
|
|
|
|
|
|
|
|
|
Operational targets |
|
|
|
|
$ 6,500
|
|
|
|
|
|
|
|
|
|
|
Matrix [Member] | Cambium (2014) Ltd. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
|
5500.00%
|
|
|
|
5500.00%
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash | ₪ |
|
|
|
|
|
|
|
₪ 721
|
|
|
|
|
|
|
|
Percentage of remaining assets acquired |
|
|
|
1500.00%
|
|
|
|
1500.00%
|
|
|
|
|
|
|
|
Total consideration |
|
|
|
$ 830
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling interests |
|
|
|
$ 239
|
|
|
|
|
|
|
|
|
|
|
|
Matrix [Member] | Cambium (2014) Ltd. [Member] | Israel [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash | ₪ |
|
|
|
|
|
|
|
₪ 2,625
|
|
|
|
|
|
|
|
Total consideration | ₪ |
|
|
|
|
|
|
|
3,022
|
|
|
|
|
|
|
|
Redeemable non-controlling interests | ₪ |
|
|
|
|
|
|
|
₪ 870
|
|
|
|
|
|
|
|
Matrix [Member] | Integrity Software 2011 Ltd. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
|
6500.00%
|
|
|
|
6500.00%
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
$ 1,330
|
|
|
|
|
|
|
|
|
|
|
|
Assets acquired remaining balance |
|
|
|
1,091
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
|
2,454
|
|
|
|
|
|
|
|
|
|
|
|
Eligible for future consideration |
|
|
|
$ 823
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling interests |
|
|
|
|
|
|
333
|
|
|
|
|
|
|
|
|
Description of business combination |
|
|
|
Estimated on the date of the transaction at NIS 823 (approximately $224), relating to achievement of certain profitability targets for the years 2019-2021. Matrix and the seller hold mutual options to purchase and sell (respectively) 10% of the remaining share capital of Integrity.
|
|
|
|
|
|
|
|
|
|
|
|
Matrix [Member] | Integrity Software 2011 Ltd. [Member] | Israel [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
|
$ 4,881
|
|
|
|
|
|
|
|
|
|
|
|
Assets acquired remaining balance |
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
|
9,000
|
|
|
|
|
|
|
|
|
|
|
|
Eligible for future consideration |
|
|
|
$ 224
|
|
|
|
|
|
|
|
|
|
|
|
Matrix [Member] | Noah Technologies Ltd. [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of assets acquired |
|
|
10000.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
$ 1,127
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets acquired remaining balance |
|
|
1,084
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocated to goodwill |
|
|
(170)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
1,626
|
|
|
|
|
|
|
|
|
|
|
|
|
Eligible for future consideration |
|
|
$ 330
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of business combination |
|
|
estimated on the date of the transaction at NIS 1,216 (approximately $330), relating to achievement of certain profitability targets for the years 2019-2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
Matrix [Member] | Noah Technologies Ltd. [Member] | Israel [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired net of acquired cash |
|
|
$ 4,161
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets acquired remaining balance |
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration |
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Eligible for future consideration |
|
|
$ 1,216
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Network Infrastructure Technologies Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination, Significant Transaction and Sale of Business (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable non-controlling interests |
|
|
|
|
|
|
$ 4,799
|
|
|
|
|
|
|
|
|
|
|
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Dec. 31, 2018 |
Dec. 31, 2017 |
Short-term: |
|
|
|
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[1] |
$ 1,156
|
$ 1,209
|
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|
8,757
|
12,929
|
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|
9,913
|
14,138
|
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Fair Value Measurement (Details) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
Assets: |
|
|
|
|
Marketable debt securities designated at fair value through profit or loss (Note 5): |
[1] |
$ 1,156
|
$ 1,209
|
|
Marketable debt securities measured at fair value through other comprehensive income (Note 5): |
|
8,757
|
12,929
|
|
Foreign currency derivative contracts |
|
354
|
2,400
|
|
Dividend preference derivative in TSG |
[2] |
2,733
|
|
|
Total financial assets |
|
1,664,161
|
1,563,637
|
|
Liabilities: |
|
|
|
|
Put options of non-controlling interests |
[3] |
56,599
|
52,876
|
|
Contingent consideration |
[3] |
7,047
|
6,345
|
[4] |
Total financial liabilities |
|
63,646
|
59,221
|
[4] |
Fair value measurements, Level 1 [Member] |
|
|
|
|
Assets: |
|
|
|
|
Marketable debt securities designated at fair value through profit or loss (Note 5): |
|
|
|
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Marketable debt securities measured at fair value through other comprehensive income (Note 5): |
|
|
|
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Foreign currency derivative contracts |
|
|
|
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Dividend preference derivative in TSG |
[2] |
|
|
|
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|
|
|
|
Liabilities: |
|
|
|
|
Put options of non-controlling interests |
[3] |
|
|
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Contingent consideration |
[3] |
|
|
|
Total financial liabilities |
|
|
|
|
Fair value measurements, Level 2 [Member] |
|
|
|
|
Assets: |
|
|
|
|
Marketable debt securities designated at fair value through profit or loss (Note 5): |
|
1,156
|
1,209
|
|
Marketable debt securities measured at fair value through other comprehensive income (Note 5): |
|
8,757
|
12,929
|
|
Foreign currency derivative contracts |
|
|
|
|
Dividend preference derivative in TSG |
[2] |
|
|
|
Total financial assets |
|
9,913
|
14,138
|
|
Liabilities: |
|
|
|
|
Put options of non-controlling interests |
[3] |
|
|
|
Contingent consideration |
[3] |
|
|
|
Total financial liabilities |
|
|
|
|
Fair value measurements, Level 3 [Member] |
|
|
|
|
Assets: |
|
|
|
|
Marketable debt securities designated at fair value through profit or loss (Note 5): |
|
|
|
|
Marketable debt securities measured at fair value through other comprehensive income (Note 5): |
|
|
|
|
Foreign currency derivative contracts |
|
354
|
|
|
Dividend preference derivative in TSG |
[2] |
2,733
|
2,400
|
|
Total financial assets |
|
3,087
|
2,400
|
|
Liabilities: |
|
|
|
|
Put options of non-controlling interests |
[3] |
56,599
|
52,876
|
|
Contingent consideration |
[3] |
7,047
|
6,345
|
[4] |
Total financial liabilities |
|
$ 63,646
|
$ 59,221
|
[4] |
|
|
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Investments in Companies Accounted for at Equity Method (Details 1) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
Investments in Companies Accounted for at Equity Method [Abstract] |
|
|
|
Shares |
|
$ 18,014
|
$ 17,591
|
Capital notes |
|
7,669
|
7,669
|
Total |
|
25,683
|
25,260
|
Dividend preference derivative in TSG |
[1] |
2,733
|
2,400
|
Goodwill |
|
$ 9,836
|
$ 9,836
|
|
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12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Investments in Companies Accounted for at Equity Method [Abstract] |
|
|
|
Beginning balance |
$ 25,315
|
$ 24,022
|
|
Acquisition of shares |
|
|
|
Investment in capital notes |
|
|
16,004
|
Company's share of profit |
365
|
1,134
|
7,669
|
Company's share of other comprehensive income |
58
|
104
|
349
|
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|
$ 25,315
|
$ 24,022
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Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Disclosure of detailed information about investment property [line items] |
|
|
|
|
|
Current assets |
|
$ 781,033
|
$ 694,801
|
|
|
Noncurrent assets |
|
37,335
|
32,459
|
|
|
Current liabilities |
|
525,713
|
432,947
|
|
|
Noncurrent liabilities |
|
333,051
|
357,768
|
|
|
Equity |
|
805,397
|
772,922
|
$ 723,842
|
$ 705,279
|
Goodwill |
|
640,855
|
617,272
|
640,184
|
|
Company's carrying amount of the investment in TSG |
|
25,710
|
25,315
|
$ 24,022
|
|
TSG [Member] |
|
|
|
|
|
Disclosure of detailed information about investment property [line items] |
|
|
|
|
|
Current assets |
|
39,101
|
34,137
|
|
|
Noncurrent assets |
[1] |
1,498
|
1,746
|
|
|
Current liabilities |
|
(22,152)
|
(20,311)
|
|
|
Noncurrent liabilities |
|
(3,750)
|
(4,426)
|
|
|
Equity |
|
$ 14,697
|
$ 11,146
|
|
|
Company's share in TSG |
|
50.00%
|
50.00%
|
|
|
Working capital |
|
$ 7,349
|
$ 5,573
|
|
|
Excess cost of intangible assets net of deferred tax |
|
8,498
|
9,851
|
|
|
Goodwill |
|
9,836
|
9,836
|
|
|
Company's carrying amount of the investment in TSG |
|
$ 25,683
|
$ 24,022
|
|
|
|
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Investments in Companies Accounted for at Equity Method (Details 4) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Disclosure of detailed information about investment property [line items] |
|
|
|
|
Revenues |
$ 1,492,988
|
|
$ 1,355,139
|
$ 1,108,621
|
Net income |
77,395
|
|
39,440
|
56,100
|
Other comprehensive income |
(29,987)
|
|
41,645
|
(982)
|
Total comprehensive income |
47,408
|
|
81,085
|
55,118
|
Company's share of other comprehensive income |
58
|
|
104
|
|
Company's share of profit |
369
|
|
1,124
|
349
|
TSG [Member] |
|
|
|
|
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|
|
|
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Revenues |
66,154
|
[1] |
66,816
|
38,648
|
Net income |
3,437
|
[1] |
4,938
|
2,744
|
Other comprehensive income |
116
|
[1] |
208
|
|
Total comprehensive income |
$ 3,553
|
[1] |
$ 5,146
|
$ 2,744
|
Company's share in TSG |
50.00%
|
|
50.00%
|
5000.00%
|
Company's share of total comprehensive income before amortization of excess cost of intangible assets net of tax |
$ 1,776
|
[1] |
$ 2,573
|
$ 1,372
|
Amortization of excess cost of intangible assets net of tax |
(1,353)
|
[1] |
(1,335)
|
(1,023)
|
Company's share of total comprehensive income |
423
|
[1] |
1,238
|
349
|
Company's share of other comprehensive income |
58
|
[1] |
104
|
|
Company's share of profit |
365
|
[1] |
1,134
|
349
|
Operating results total |
$ 423
|
|
$ 1,238
|
$ 349
|
|
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Dec. 31, 2017 |
Dec. 31, 2016 |
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|
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70
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Dec. 31, 2017 |
Dec. 31, 2016 |
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Dec. 31, 2017 |
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4,510
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3,890
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1,385
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12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
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|
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|
$ 640,184
|
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43,394
|
94,851
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25,954
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|
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|
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|
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|
$ 70,819
|
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|
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|
|
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|
|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
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|
862
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|
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|
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2.6-5.5
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|
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$ 725
|
$ 1,136
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Long Term Liabilities to Banks and Others (Details) - USD ($) $ in Thousands |
12 Months Ended |
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Long Term Liabilities To Banks And Others [Line Items] |
|
|
Long-term liabilities |
$ 205,816
|
$ 179,317
|
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66,289
|
43,701
|
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135,616
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NIS (Unlinked) [Member] |
|
|
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|
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|
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|
|
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65,453
|
|
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$ 137,697
|
132,753
|
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|
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|
|
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2.50%
|
|
NIS (Unlinked) [Member] | Maximum [Member] |
|
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5.81%
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|
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Libor +2.2
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|
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$ 2,666
|
|
Current maturities |
836
|
|
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|
$ 2,863
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Dec. 31, 2018 |
Dec. 31, 2017 |
Long Term Liabilities to Banks and Others [Abstract] |
|
|
First year (current maturities) |
$ 66,289
|
$ 43,701
|
Second year |
47,731
|
53,645
|
Third year |
33,893
|
34,270
|
Fourth year |
30,776
|
19,066
|
Fifth year and thereafter |
27,127
|
28,635
|
Total |
$ 205,816
|
$ 179,317
|
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12 Months Ended |
|
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Feb. 28, 2017 |
Nov. 30, 2016 |
Disclosure Of Analysis Of Debentures By Item Line Items [Line Items] |
|
|
|
|
Effective Interest rate |
|
|
1.85%
|
2.60%
|
Par Value |
$ 165,766
|
$ 136,866
|
|
|
Unamortized debt premium (discount) and issuance costs, net |
(105)
|
(1,513)
|
|
|
Current maturities |
55,822
|
4,826
|
|
|
Total long-term debentures, net of current maturities |
114,902
|
133,739
|
|
|
Short-term accrued interest |
5,063
|
1,139
|
|
|
Long-term accrued interest |
|
2,073
|
|
|
Total short-term and long-term debentures |
$ 170,724
|
$ 138,565
|
|
|
Formula's Series A Secured Debentures (2.8%) [Member] |
|
|
|
|
Disclosure Of Analysis Of Debentures By Item Line Items [Line Items] |
|
|
|
|
Effective Interest rate |
2.40%
|
3.07%
|
|
|
Currency |
NIS (Unlinked)
|
NIS (Unlinked)
|
|
|
Par Value |
$ 54,769
|
$ 25,810
|
|
|
Unamortized debt premium (discount) and issuance costs, net |
684
|
(209)
|
|
|
Current maturities |
9,128
|
3,687
|
|
|
Total long-term debentures, net of current maturities |
46,325
|
21,914
|
|
|
Short-term accrued interest |
758
|
357
|
|
|
Long-term accrued interest |
|
|
|
|
Total short-term and long-term debentures |
$ 56,211
|
$ 25,958
|
|
|
Formula's Series B Convertible Debentures (2.74%) [Member] |
|
|
|
|
Disclosure Of Analysis Of Debentures By Item Line Items [Line Items] |
|
|
|
|
Effective Interest rate |
3.65%
|
3.65%
|
|
|
Currency |
NIS (Linked to fix rate of USD)
|
NIS (Linked to fix rate of USD)
|
|
|
Par Value |
$ 31,812
|
$ 31,871
|
|
|
Unamortized debt premium (discount) and issuance costs, net |
(79)
|
(400)
|
|
|
Current maturities |
31,812
|
|
|
|
Total long-term debentures, net of current maturities |
|
31,471
|
|
|
Short-term accrued interest |
2,971
|
|
|
|
Long-term accrued interest |
|
2,073
|
|
|
Total short-term and long-term debentures |
$ 34,704
|
$ 33,544
|
|
|
Sapiens' Series B Debentures (3.37%) [Member] |
|
|
|
|
Disclosure Of Analysis Of Debentures By Item Line Items [Line Items] |
|
|
|
|
Effective Interest rate |
3.69%
|
3.69%
|
|
|
Currency |
NIS (Linked to fix rate of USD)
|
NIS (Linked to fix rate of USD)
|
|
|
Par Value |
$ 79,185
|
$ 79,185
|
|
|
Unamortized debt premium (discount) and issuance costs, net |
(710)
|
(904)
|
|
|
Current maturities |
9,898
|
|
|
|
Total long-term debentures, net of current maturities |
68,577
|
78,281
|
|
|
Short-term accrued interest |
1,334
|
782
|
|
|
Long-term accrued interest |
|
|
|
|
Total short-term and long-term debentures |
$ 79,809
|
$ 79,063
|
|
|
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Debentures (Details Textual) ₪ in Thousands, $ in Thousands |
|
1 Months Ended |
12 Months Ended |
|
|
|
Sep. 16, 2015 |
Sep. 30, 2017 |
Dec. 31, 2018
USD ($)
|
Dec. 31, 2018
ILS (₪)
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2018
ILS (₪)
|
Feb. 28, 2017 |
Nov. 30, 2016 |
Debentures (Textual) |
|
|
|
|
|
|
|
|
|
Interest expenses |
|
|
$ 5,165
|
|
$ 2,441
|
|
|
|
|
Amortization of debt premium, discount and issuance costs, net |
|
|
289
|
|
391
|
|
|
|
|
Public offering, description |
Formula concluded a public offering in Israel on the Tel-Aviv Stock Exchange (the "TASE") of (i) NIS102.3 million par value of Series A Secured Debentures (the "Formula's Series A Secured Debentures") and of (ii) NIS125 million par value of Series B Convertible Debentures that are linked to the US Dollar based on the exchange rate on September 8, 2015 of 3.922 (the "Formula's Series B Convertible Debentures"). Formula's Debentures were offered and sold pursuant to a shelf prospectus filed with the Israeli Securities Authority (the "ISA") and TASE on August 6, 2015, amended thereafter on September 3, 2015 and which term was extended in July 2017 until August 6, 2018.
|
|
|
|
|
|
|
|
|
Convertible debentures |
|
|
|
|
78,229
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
1.85%
|
2.60%
|
Debentures amount |
|
|
$ 45,356
|
|
$ 78,229
|
|
|
|
|
Sapiens' Series B Debentures [Member] |
|
|
|
|
|
|
|
|
|
Debentures (Textual) |
|
|
|
|
|
|
|
|
|
Description of debentures |
|
Sapiens issued its unsecured Series B Debentures in the aggregate principal amount of NIS 280,000 (approximately $79,186), linked to US dollars, payable in eight equal annual payments of $9,898 on January 1 of each of the years 2019 through 2026. The outstanding principal amount of Sapiens' Series B Debentures will bear a fixed interest rate of 3.37% per annum, payable on January 1 and July 1 of each of the years 2018 through 2025, with one final interest payment on January 1, 2026. Debt discount and issuance costs were approximately $956, allocated to Sapiens' Series B Debentures discount and are amortized as financial expenses over the term of the Series B Debentures due in 2026. The first installment, in the amount of $9,898, was paid in January 1, 2019.
|
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|
|
|
|
|
Series A Secured Debentures [Member] |
|
|
|
|
|
|
|
|
|
Debentures (Textual) |
|
|
|
|
|
|
|
|
|
Issued purchase price, percentage |
|
|
100.00%
|
|
|
|
100.00%
|
|
|
Commission |
|
|
$ 129
|
|
|
|
|
|
|
Issuance costs |
|
|
$ 190
|
|
|
|
|
|
|
Description of debentures |
|
|
On January 31, 2018, the Company consummated a private placement to qualified investors in Israel, of an additional, aggregate NIS 150 million par value of Series A Secured Debentures at a price of NIS 1,034.7 for each NIS 1,000 principal amount. The aggregate gross proceeds totaled NIS 155,205 (approximately $45,581), excluding issuance costs of $225. As a result of the private placement, the total outstanding principal amount of the Series A Secured Debentures increased to approximately NIS 239,478 million (approximately $70,331). The terms of the Series A Secured Debentures sold in the private placement are identical in all respects to those of the Series A Secured Debentures sold in Formula’s September 2015 public offering.
|
On January 31, 2018, the Company consummated a private placement to qualified investors in Israel, of an additional, aggregate NIS 150 million par value of Series A Secured Debentures at a price of NIS 1,034.7 for each NIS 1,000 principal amount. The aggregate gross proceeds totaled NIS 155,205 (approximately $45,581), excluding issuance costs of $225. As a result of the private placement, the total outstanding principal amount of the Series A Secured Debentures increased to approximately NIS 239,478 million (approximately $70,331). The terms of the Series A Secured Debentures sold in the private placement are identical in all respects to those of the Series A Secured Debentures sold in Formula’s September 2015 public offering.
|
|
|
|
|
|
Series A Secured Debentures [Member] | Fixed annual interest rate [Member] |
|
|
|
|
|
|
|
|
|
Debentures (Textual) |
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
2.80%
|
|
|
|
2.80%
|
|
|
Series A Secured Debentures [Member] | NIS [Member] |
|
|
|
|
|
|
|
|
|
Debentures (Textual) |
|
|
|
|
|
|
|
|
|
Debentures amount | ₪ |
|
|
|
₪ 102,260
|
|
|
|
|
|
Series B Convertible Debentures [Member] |
|
|
|
|
|
|
|
|
|
Debentures (Textual) |
|
|
|
|
|
|
|
|
|
Conversion component valued |
|
|
$ 1,248
|
|
|
|
|
|
|
Convertible debentures |
|
|
$ 32,364
|
|
|
|
|
|
|
Issued purchase price, percentage |
|
|
102.00%
|
|
|
|
102.00%
|
|
|
Commission |
|
|
$ 131
|
|
|
|
|
|
|
Issuance costs |
|
|
236
|
|
|
|
|
|
|
Debt discount and issuance costs |
|
|
367
|
|
|
|
|
|
|
Bonds amounted |
|
|
$ 32,785
|
|
|
|
|
|
|
Principal amount of convertible bonds, percentage |
|
|
10.00%
|
10.00%
|
|
|
|
|
|
Exchange rate, description |
|
|
The principal of the Bonds is subject to adjustment based on changes in the exchange rate between the NIS and the U.S. Dollar relative to the exchange rate on September 8, 2015 (3.922), and will be repaid on March 26, 2019.
|
The principal of the Bonds is subject to adjustment based on changes in the exchange rate between the NIS and the U.S. Dollar relative to the exchange rate on September 8, 2015 (3.922), and will be repaid on March 26, 2019.
|
|
|
|
|
|
Conversion price, description |
|
|
Formula's ordinary shares, from the date of issuance and until March 10, 2019, at conversion price of, as of the date of the issuance, NIS 157 par value of Convertible Debentures per one share, adjusted for events that the Company effects a share split or reverse share split, a rights offering or a distribution of bonus shares or a cash dividend. As of December 31, 2017 and 2018, the adjusted conversion price to one share was NIS 150.27542 par value and 147.54176 par value, respectively, following cash dividend distributions.
|
Formula's ordinary shares, from the date of issuance and until March 10, 2019, at conversion price of, as of the date of the issuance, NIS 157 par value of Convertible Debentures per one share, adjusted for events that the Company effects a share split or reverse share split, a rights offering or a distribution of bonus shares or a cash dividend. As of December 31, 2017 and 2018, the adjusted conversion price to one share was NIS 150.27542 par value and 147.54176 par value, respectively, following cash dividend distributions.
|
|
|
|
|
|
Result of conversions effected, description |
|
|
As a result of conversions that were effected during 2018 and mainly 2019, prior to the maturity of the Series B Convertible Debentures in March 2019, holders of Series B Convertible Debentures converted an aggregate principal par value amount of NIS 80,484 (of which NIS 231.7 were converted in 2018) into 545,485 ordinary shares (of which 1,556 ordinary shares were issued in 2018), constituting 3.57% of Formula's issued and outstanding share capital (following those conversions). The remaining outstanding Series B Convertible Debentures matured on March 26, 2019, and the remaining outstanding principal of NIS 44,516 (or $11,350) and interest on those debentures of $1,135 were paid on that date.
|
As a result of conversions that were effected during 2018 and mainly 2019, prior to the maturity of the Series B Convertible Debentures in March 2019, holders of Series B Convertible Debentures converted an aggregate principal par value amount of NIS 80,484 (of which NIS 231.7 were converted in 2018) into 545,485 ordinary shares (of which 1,556 ordinary shares were issued in 2018), constituting 3.57% of Formula's issued and outstanding share capital (following those conversions). The remaining outstanding Series B Convertible Debentures matured on March 26, 2019, and the remaining outstanding principal of NIS 44,516 (or $11,350) and interest on those debentures of $1,135 were paid on that date.
|
|
|
|
|
|
Series B Convertible Debentures [Member] | Fixed annual interest rate [Member] |
|
|
|
|
|
|
|
|
|
Debentures (Textual) |
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
2.74%
|
|
|
|
2.74%
|
|
|
Series B Convertible Debentures [Member] | NIS [Member] |
|
|
|
|
|
|
|
|
|
Debentures (Textual) |
|
|
|
|
|
|
|
|
|
Bonds amounted | ₪ |
|
|
|
|
|
|
₪ 127,500
|
|
|
Series C Secured Debentures [Member] |
|
|
|
|
|
|
|
|
|
Debentures (Textual) |
|
|
|
|
|
|
|
|
|
Description of debentures |
|
|
On March 31, 2019, Formula consummated a public offering in Israel of a new series of secured debentures - Series C Secured Debentures' in an aggregate NIS 300,000 par value amount, at a price of NIS 1,000 for each unit of NIS 1,000 principal amount. The aggregate gross proceeds from the public offering totaled NIS 298,500 (approximately $82,186). For further information, see Note 24 (a).
|
On March 31, 2019, Formula consummated a public offering in Israel of a new series of secured debentures - Series C Secured Debentures' in an aggregate NIS 300,000 par value amount, at a price of NIS 1,000 for each unit of NIS 1,000 principal amount. The aggregate gross proceeds from the public offering totaled NIS 298,500 (approximately $82,186). For further information, see Note 24 (a).
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Related Parties Transactions (Details) € in Thousands, $ in Thousands |
12 Months Ended |
|
Dec. 31, 2018
USD ($)
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2018
EUR (€)
|
Disclosure of transactions between related parties [line items] |
|
|
|
|
Back office and professional services amount |
$ 980
|
$ 1,600
|
$ 1,900
|
|
Trade payable balances due to related parties |
0
|
150
|
|
|
Trade receivables balances due from related parties |
955
|
1,038
|
$ 1,865
|
|
Sapiens [Member] |
|
|
|
|
Disclosure of transactions between related parties [line items] |
|
|
|
|
Services obtained from Asseco |
980
|
1,600
|
|
|
Services provided to Asseco |
3,200
|
8,250
|
|
|
Fees paid for board services in affiliates |
25,000
|
28,600
|
|
|
Matrix [Member] |
|
|
|
|
Disclosure of transactions between related parties [line items] |
|
|
|
|
Services provided to Asseco |
564
|
|
|
|
Fees paid for board services in affiliates |
$ 29,000
|
$ 30,000
|
|
|
Matrix [Member] | EUR [Member] |
|
|
|
|
Disclosure of transactions between related parties [line items] |
|
|
|
|
Services provided to Asseco | € |
|
|
|
€ 500
|
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Employee Option Plans (Details 1) - Matrix [Member] - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended |
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Apr. 30, 2015 |
Number of options |
|
|
|
Outstanding at beginning of year |
1,100,000
|
|
|
Exercised |
587,500
|
|
|
Granted |
256,890
|
|
|
Outstanding at end of year |
769,390
|
1,100,000
|
|
Exercisable at end of year |
51,378
|
|
1,850,000
|
Weighted average exercise price |
|
|
|
Outstanding at beginning of year |
$ 4.33
|
|
|
Exercised |
4.06
|
|
|
Granted |
|
|
|
Outstanding at end of year |
2.61
|
$ 4.33
|
|
Exercisable at end of year |
|
|
|
Weighted average remaining contractual term (in years) |
|
|
|
Outstanding |
|
2 years 2 months 8 days
|
|
Granted |
5 years
|
|
|
Exercisable at end of year |
2 years 2 months 8 days
|
|
|
Aggregate intrinsic value |
|
|
|
Outstanding at beginning of year |
$ 9,152
|
|
|
Exercised |
4,578
|
|
|
Granted |
3,247
|
|
|
Outstanding at end of year |
6,823
|
$ 9,152
|
|
Exercisable at end of year |
$ 567
|
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Employee Option Plans (Details 2) - Sapiens [Member] - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Amount of options |
|
|
|
Granted |
317,000
|
920,910
|
310,000
|
Exercised |
(223,570)
|
|
|
Expired and forfeited |
(145,661)
|
|
|
Outstanding at end of year |
2,055,182
|
|
|
Exercisable at end of year |
829,133
|
|
|
Weighted average exercise price |
|
|
|
Granted |
$ 10.2
|
|
|
Exercised |
4.4
|
|
|
Expired and forfeited |
10.79
|
|
|
Outstanding at end of year |
9.86
|
|
|
Exercisable at end of year |
$ 8.31
|
|
|
Weighted average remaining contractual term (in years) |
|
|
|
Outstanding |
3 years 9 months 18 days
|
|
|
Exercisable at end of year |
2 years 5 months 20 days
|
|
|
Aggregate intrinsic value |
|
|
|
Outstanding at beginning of year |
$ 4,084
|
|
|
Outstanding at end of year |
2,594
|
$ 4,084
|
|
Exercisable at end of year |
$ 2,134
|
|
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|
12 Months Ended |
Dec. 31, 2018
$ / shares
shares
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Options outstanding | shares |
2,055,182
|
Weighted Average remaining contractual Term (In Years) |
3 years 9 months 18 days
|
Weighted average exercise price |
$ 9.86
|
Options Exercisable | shares |
829,133
|
Weighted Average Exercise price of Options Exercisable |
$ 8.31
|
Exercise Price Range 0.88-1.48 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of exercise price, lower limit |
0.88
|
Ranges of exercise price, upper limit |
$ 1.48
|
Options outstanding | shares |
25,703
|
Weighted Average remaining contractual Term (In Years) |
1 year 2 months 5 days
|
Weighted average exercise price |
$ 1.08
|
Options Exercisable | shares |
25,703
|
Weighted Average Exercise price of Options Exercisable |
$ 1.08
|
Exercise Price Range 4.12-5.67 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of exercise price, lower limit |
4.12
|
Ranges of exercise price, upper limit |
$ 5.67
|
Options outstanding | shares |
103,000
|
Weighted Average remaining contractual Term (In Years) |
9 months 29 days
|
Weighted average exercise price |
$ 5.62
|
Options Exercisable | shares |
103,000
|
Weighted Average Exercise price of Options Exercisable |
$ 5.62
|
Exercise Price Range 6.32-6.91 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of exercise price, lower limit |
6.32
|
Ranges of exercise price, upper limit |
$ 6.91
|
Options outstanding | shares |
45,750
|
Weighted Average remaining contractual Term (In Years) |
1 year 5 months 20 days
|
Weighted average exercise price |
$ 6.67
|
Options Exercisable | shares |
38,250
|
Weighted Average Exercise price of Options Exercisable |
$ 6.74
|
Exercise Price Range 7.82 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of exercise price |
$ 7.82
|
Options outstanding | shares |
300,000
|
Weighted Average remaining contractual Term (In Years) |
2 years 4 months 2 days
|
Weighted average exercise price |
$ 7.82
|
Options Exercisable | shares |
300,000
|
Weighted Average Exercise price of Options Exercisable |
$ 7.82
|
Exercise Price Range 8.67-9.18 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of exercise price, lower limit |
8.67
|
Ranges of exercise price, upper limit |
$ 9.18
|
Options outstanding | shares |
95,000
|
Weighted Average remaining contractual Term (In Years) |
3 years 5 months 23 days
|
Weighted average exercise price |
$ 9.1
|
Options Exercisable | shares |
40,000
|
Weighted Average Exercise price of Options Exercisable |
$ 9.18
|
Exercise Price Range 9.33-9.8 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of exercise price, lower limit |
9.33
|
Ranges of exercise price, upper limit |
$ 9.8
|
Options outstanding | shares |
413,229
|
Weighted Average remaining contractual Term (In Years) |
4 years 3 months 29 days
|
Weighted average exercise price |
$ 9.53
|
Options Exercisable | shares |
157,180
|
Weighted Average Exercise price of Options Exercisable |
$ 9.44
|
Exercise Price Range 10.18-10.81 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of exercise price, lower limit |
10.18
|
Ranges of exercise price, upper limit |
$ 10.81
|
Options outstanding | shares |
217,500
|
Weighted Average remaining contractual Term (In Years) |
3 years 5 months 12 days
|
Weighted average exercise price |
$ 10.46
|
Options Exercisable | shares |
112,500
|
Weighted Average Exercise price of Options Exercisable |
$ 10.4
|
Exercise Price Range 11.43-12.53 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of exercise price, lower limit |
11.43
|
Ranges of exercise price, upper limit |
$ 12.53
|
Options outstanding | shares |
810,000
|
Weighted Average remaining contractual Term (In Years) |
4 years 9 months 11 days
|
Weighted average exercise price |
$ 11.54
|
Options Exercisable | shares |
33,750
|
Weighted Average Exercise price of Options Exercisable |
$ 12.27
|
Exercise Price Range 12.62-13.5 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of exercise price, lower limit |
12.62
|
Ranges of exercise price, upper limit |
$ 13.5
|
Options outstanding | shares |
45,000
|
Weighted Average remaining contractual Term (In Years) |
3 years 9 months 11 days
|
Weighted average exercise price |
$ 12.91
|
Options Exercisable | shares |
18,750
|
Weighted Average Exercise price of Options Exercisable |
$ 12.8
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Employee Option Plans (Details 4) - Magic Plans [Member] - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Number of options |
|
|
Outstanding at beginning of year |
309,309
|
|
Granted |
37,500
|
|
Exercised |
(104,167)
|
|
Forfeited |
(21,875)
|
|
Outstanding at end of year |
220,767
|
309,309
|
Exercisable at end of year |
190,767
|
|
Weighted average exercise price |
|
|
Outstanding at beginning of year |
$ 4.38
|
|
Granted |
|
|
Exercised |
2.99
|
|
Forfeited |
6.89
|
|
Outstanding at end of year |
3.83
|
$ 4.38
|
Exercisable at end of year |
$ 4.43
|
|
Weighted average remaining contractual term (in years) |
|
|
Outstanding |
3 years 9 months 22 days
|
3 years 11 months 19 days
|
Exercisable at end of year |
2 years 11 months 1 day
|
|
Aggregate intrinsic value |
|
|
Outstanding at beginning of year |
$ 1,237
|
|
Outstanding at end of year |
1,684
|
$ 1,237
|
Exercisable at end of year |
$ 1,456
|
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Employee Option Plans (Details 5) - Magic [Member]
|
12 Months Ended |
Dec. 31, 2018
$ / shares
shares
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Options outstanding | shares |
220,767
|
Weighted average remaining contractual life (Years) |
3 years 9 months 22 days
|
Weighted average exercise price |
$ 3.83
|
Options Exercisable | shares |
190,767
|
Weighted Average Exercise price of Options Exercisable |
$ 4.43
|
Exercise Price Range 0-1 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of Exercise price, lower limit |
0
|
Ranges of Exercise price, upper limit |
$ 1
|
Options outstanding | shares |
30,000
|
Weighted average remaining contractual life (Years) |
9 years 5 months 27 days
|
Weighted average exercise price |
|
Options Exercisable | shares |
|
Weighted Average Exercise price of Options Exercisable |
|
Exercise Price Range 2.01-3 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of Exercise price, lower limit |
2.01
|
Ranges of Exercise price, upper limit |
$ 3
|
Options outstanding | shares |
66,000
|
Weighted average remaining contractual life (Years) |
1 year 3 months 4 days
|
Weighted average exercise price |
$ 2.32
|
Options Exercisable | shares |
66,000
|
Weighted Average Exercise price of Options Exercisable |
$ 2.32
|
Exercise Price Range 3.01-4 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of Exercise price, lower limit |
3.01
|
Ranges of Exercise price, upper limit |
$ 4
|
Options outstanding | shares |
73,517
|
Weighted average remaining contractual life (Years) |
2 years 9 months 7 days
|
Weighted average exercise price |
$ 4
|
Options Exercisable | shares |
73,517
|
Weighted Average Exercise price of Options Exercisable |
$ 4
|
Exercise Price Range 5.01-6 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of Exercise price, lower limit |
5.01
|
Ranges of Exercise price, upper limit |
$ 6
|
Options outstanding | shares |
6,250
|
Weighted average remaining contractual life (Years) |
4 years 7 months 10 days
|
Weighted average exercise price |
$ 6
|
Options Exercisable | shares |
6,250
|
Weighted Average Exercise price of Options Exercisable |
$ 6
|
Exercise Price Range 8.01-9 [Member] |
|
Disclosure of range of exercise prices of outstanding share options [line items] |
|
Ranges of Exercise price, lower limit |
8.01
|
Ranges of Exercise price, upper limit |
$ 9
|
Options outstanding | shares |
45,000
|
Weighted average remaining contractual life (Years) |
5 years 4 months 6 days
|
Weighted average exercise price |
$ 8.01
|
Options Exercisable | shares |
45,000
|
Weighted Average Exercise price of Options Exercisable |
$ 8.01
|
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Employee Option Plans (Details Textual) $ / shares in Units, $ in Thousands |
1 Months Ended |
12 Months Ended |
Dec. 31, 2017
shares
|
Aug. 31, 2017
USD ($)
$ / shares
shares
|
Aug. 22, 2017
shares
|
Aug. 03, 2017
shares
|
Oct. 31, 2015
shares
|
Jun. 30, 2015
$ / shares
shares
|
Apr. 30, 2015
$ / shares
shares
|
Nov. 30, 2014
USD ($)
$ / shares
shares
|
Mar. 31, 2012
USD ($)
$ / shares
shares
|
Mar. 31, 2011
USD ($)
$ / shares
shares
|
Dec. 31, 2018
USD ($)
years
$ / shares
shares
|
Dec. 31, 2017
USD ($)
$ / shares
shares
|
Dec. 31, 2016
USD ($)
$ / shares
shares
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
14,738,782
|
|
|
|
|
|
|
|
|
|
14,750,338
|
14,738,782
|
|
Options expire periods |
|
|
|
|
|
|
|
|
|
|
10 years
|
|
|
Matrix [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable for ordinary shares |
|
|
|
|
|
|
1,850,000
|
|
|
|
51,378
|
|
|
Description of options vest |
|
|
|
|
|
|
Half of the options vested on April 1, 2017, quarter of the options vested on January 1, 2018, and the rest vested on January 1, 2019.
|
|
|
|
|
|
|
Ordinary shares |
|
|
|
|
|
|
1,850,000
|
|
|
|
|
|
|
Unrecognized compensation costs | $ |
|
|
|
|
|
|
|
|
|
|
$ 1,930
|
|
|
Fair value options, exercise factor |
|
|
|
|
|
|
|
|
|
|
30.00%
|
|
|
Fair value options, contractual life | years |
|
|
|
|
|
|
|
|
|
|
5
|
|
|
Matrix [Member] | NIS [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of options per share | $ / shares |
|
|
|
|
|
|
$ 19.485
|
|
|
|
|
|
|
Ordinary shares, par value | $ / shares |
|
|
|
|
|
|
$ 1
|
|
|
|
|
|
|
Matrix [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value options, risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
0.08%
|
|
|
Fair value options, expected volatility |
|
|
|
|
|
|
|
|
|
|
19.00%
|
|
|
Matrix [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value options, risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
1.31%
|
|
|
Fair value options, expected volatility |
|
|
|
|
|
|
|
|
|
|
22.00%
|
|
|
Matrix [Member] | General Assembly [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable for ordinary shares |
|
|
|
|
|
300,000
|
|
|
|
|
|
|
|
Description of options vest |
|
|
|
|
|
Half of the options vested on June 4, 2017, and the equal parts of the remaining options vested on January 1, 2018 and January 1, 2019.
|
|
|
|
|
|
|
|
Ordinary shares |
|
|
|
|
|
300,000
|
|
|
|
|
|
|
|
Matrix [Member] | General Assembly [Member] | NIS [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of options per share | $ / shares |
|
|
|
|
|
$ 21.39
|
|
|
|
|
|
|
|
Ordinary shares, par value | $ / shares |
|
|
|
|
|
$ 1
|
|
|
|
|
|
|
|
Sapiens [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase of ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
122,730
|
|
Exercisable for ordinary shares |
|
|
|
|
|
|
|
|
|
|
829,133
|
|
|
Number of restricted shares |
88,500
|
|
|
|
|
|
|
|
|
|
|
88,500
|
|
Ordinary shares |
29,500
|
|
|
|
|
|
|
|
|
|
|
29,500
|
|
Options expire periods |
|
|
|
|
|
|
|
|
|
|
4 years
|
|
|
Unrecognized compensation costs | $ |
|
|
|
|
|
|
|
|
|
|
$ 3,761
|
|
|
Intrinsic value of options exercised | $ |
|
|
|
|
|
|
|
|
|
|
$ 1,641
|
$ 5,739
|
$ 2,304
|
Granted stock options |
|
|
|
|
|
|
|
|
|
|
317,000
|
920,910
|
310,000
|
Weighted average grant date fair values of options | $ / shares |
|
|
|
|
|
|
|
|
|
|
$ 3.43
|
$ 4.17
|
$ 4.30
|
Total equity-based compensation expense | $ |
|
|
|
|
|
|
|
|
|
|
$ 2,009
|
$ 2,201
|
$ 1,981
|
Sapiens [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of ownership interest in subsidiary |
|
|
|
|
|
|
|
|
|
|
92.89%
|
|
|
Sapiens [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of ownership interest in subsidiary |
|
|
|
|
|
|
|
|
|
|
94.25%
|
|
|
Magic [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic value of options exercised | $ |
|
|
|
|
|
|
|
|
|
|
$ 617
|
$ 502
|
$ 112
|
2011 Plan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase of ordinary shares |
|
|
|
|
|
|
|
|
|
545,000
|
|
|
|
Ordinary shares reserved for issuance |
|
|
|
|
|
|
|
|
|
1,200,000
|
|
|
|
Exercisable for ordinary shares |
|
|
|
|
|
|
|
|
1,122,782
|
543,840
|
|
|
|
Description of options vest |
|
These new restricted shares vest on a quarterly basis over a three-year period, commencing on August 17, 2017 and concludes in August 17, 2020
|
|
|
|
|
|
These restricted shares vest on a quarterly basis over a four-year period, commencing on November 13, 2014 and concludes in November 13, 2018
|
The options vest, i.e., Formula's redemption right with respect to the options and the underlying ordinary shares issuable upon exercise lapses, in equal quarterly installments over an eight year period that commenced in March 2012 and concludes on December 31, 2019.
|
The options vest in equal quarterly installments, over a four year period that commences in December 31, 2011 and concludes in December 31, 2015.
|
|
|
|
Total fair value of grant | $ |
|
$ 371
|
|
|
|
|
|
$ 239
|
|
|
|
|
|
Fair value of grant share price per share | $ / shares |
|
$ 37.1
|
|
|
|
|
|
$ 23.9
|
|
|
|
|
|
Redeemable ordinary shares |
|
|
|
|
|
|
|
|
543,840
|
|
|
|
|
Number of restricted shares |
10,000
|
10,000
|
|
|
|
|
|
10,000
|
|
|
|
10,000
|
|
Ordinary shares |
833
|
|
|
|
|
|
|
|
|
|
|
833
|
|
Vested portion of restricted shares |
10,000
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
Total equity-based compensation expense | $ |
|
$ 928
|
|
|
|
|
|
|
|
|
|
$ 131
|
|
Asseco sale of ordinary shares |
|
20
|
589,151
|
2,356,605
|
|
|
|
|
|
|
|
|
|
Unvested shares |
|
350,869
|
|
|
|
|
|
3,125
|
|
|
|
|
|
2011 Plan [Member] | NIS [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of options per share | $ / shares |
|
|
|
|
|
|
|
|
$ 0.01
|
$ 0.01
|
|
|
|
Total fair value of grant | $ |
|
|
|
|
|
|
|
|
$ 18,347
|
$ 9,055
|
|
|
|
Fair value of grant share price per share | $ / shares |
|
|
|
|
|
|
|
|
$ 16.34
|
$ 16.65
|
|
|
|
2011 Plan [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options expire periods |
|
|
|
|
|
|
|
|
|
|
|
|
5 years
|
Percentage of share interest decreased |
|
26.30%
|
|
|
|
|
|
|
|
|
|
|
|
2011 Plan [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options expire periods |
|
|
|
|
|
|
|
|
|
|
|
|
10 years
|
Percentage of share interest decreased |
|
46.30%
|
|
|
|
|
|
|
|
|
|
|
|
2011 Plan [Member] | Trustee One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
Vested portion of restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
2011 Plan [Member] | Trustee [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
1,122,782
|
Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
701,739
|
Vested portion of restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
1,122,782
|
Mr. Moti Gutman [Member] | Matrix [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Option Plans (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable for ordinary shares |
|
|
|
|
225,000
|
|
|
|
|
|
|
|
|
Description of options vest |
Matrix extended its agreement with Revava Management Company Ltd. for additional five years' term starting on January 1, 2018. As part of the new agreement Matrix awarded Mr. Gutman with additional 256,890 restricted share units (RSU) vesting on an annual basis over a five-year period, commencing on January 1, 2018 and concludes on December 31, 2022, but not before the publication of Matrix's financial statements for each respective year, and subject to certain conditions.
|
|
|
|
The RSU vest in three equal shares portions of 75,000 RSU units, each portion at December 31 of each year agreement, but not before the issuance of Matrix's financial statements for the past year
|
|
|
|
|
|
|
|
|
Number of restricted shares |
|
|
|
|
225,000
|
|
|
|
|
|
75,000
|
|
|
Vested portion of restricted shares |
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
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|
Dec. 31, 2018
₪ / shares
shares
|
Dec. 31, 2018
€ / shares
shares
|
Matrix [Member] |
|
|
Commitments and Contingencies [Line Items] |
|
|
Financial institution credit agreement |
5,263,615
|
5,263,615
|
Formula's Series A Secured Debentures |
4,128,865
|
4,128,865
|
Matrix [Member] | NIS [Member] |
|
|
Commitments and Contingencies [Line Items] |
|
|
Ordinary shares, par value | ₪ / shares |
₪ 0.1
|
|
Magic [Member] |
|
|
Commitments and Contingencies [Line Items] |
|
|
Financial institution credit agreement |
2,117,143
|
2,117,143
|
Formula's Series A Secured Debentures |
5,825,681
|
5,825,681
|
Magic [Member] | NIS [Member] |
|
|
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|
|
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₪ 0.1
|
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|
|
Commitments and Contingencies [Line Items] |
|
|
Financial institution credit agreement |
1,410,533
|
1,410,533
|
Formula's Series A Secured Debentures |
1,260,266
|
1,260,266
|
Sapiens [Member] | EUR [Member] |
|
|
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|
|
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|
€ 0.01
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Commitments and Contingencies (Details Textual) ₪ in Thousands, $ in Thousands |
1 Months Ended |
12 Months Ended |
|
Jan. 31, 2018
ILS (₪)
shares
|
Sep. 30, 2016
USD ($)
|
Sep. 30, 2016
ILS (₪)
|
Dec. 31, 2018
USD ($)
shares
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2018
ILS (₪)
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Rent expenses |
|
|
|
$ 30,023
|
$ 28,343
|
$ 25,411
|
|
Estimated amount due to OCS |
|
|
|
1,714
|
|
|
|
Contingent liability |
|
|
|
6,204
|
|
|
|
Guarantees [Member] | Customers and suppliers [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Bank guarantees amount |
|
|
|
27,800
|
|
|
|
Guarantees [Member] | Offices [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Bank guarantees amount |
|
|
|
4,700
|
|
|
|
Guarantees [Member] | Contracts with customers [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Restricted bank deposits |
|
|
|
$ 800
|
|
|
|
Series A Secured Debentures [Member] | NIS [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Issued additional private placement of par value | ₪ |
₪ 150,000
|
|
|
|
|
|
|
Series C Secured Debentures [Member] | NIS [Member] | March 2019 [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Issued pledged shares par value | ₪ |
₪ 300,000
|
|
|
|
|
|
|
Matrix [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Percentage of total balance sheet will not exceed by debt |
|
|
|
40.00%
|
|
|
|
Ratio of debts |
|
|
|
The ratio of Matrix debts less cash to the annual EBITDA will not exceed 3.5.
|
|
|
|
Percentage of matrix share capital |
|
|
|
30.00%
|
|
|
|
Balances of cash and short-term investments |
|
|
|
$ 50,000
|
|
|
|
Percentage of shareholder's interest |
|
|
|
50.10%
|
|
|
|
Description of equity level |
|
|
|
Matrix equity shall not be lower than NIS 275 million (approximately $73.4 million) at all times. As of December 31, 2018, Matrix's equity was approximately NIS 714 million (approximately $190.5 million).
|
|
|
|
Matrix [Member] | January 2019 [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Issued unpledged shares to financial institution's | shares |
|
|
|
3,694,517
|
|
|
|
Matrix [Member] | NIS [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Balances of cash and short-term investments | ₪ |
|
|
|
|
|
|
₪ 13,300
|
Matrix [Member] | Series A Secured Debentures [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Issued pledged additional shares | shares |
1,692,954
|
|
|
|
|
|
|
Matrix [Member] | Series C Secured Debentures [Member] | March 2019 [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Issued pledged shares | shares |
6,031,761
|
|
|
|
|
|
|
Legal Proceedings [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Payment of plaintiffs amount |
|
$ 2,400
|
|
|
|
|
|
Legal Proceedings [Member] | NIS [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Software company filed a lawsuit amount | ₪ |
|
|
₪ 34,106
|
|
|
|
|
Formula [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Ratio of debts |
|
|
|
The ratio of Company's financial debts less cash, short-term deposits and short-term marketable securities to the annual EBITDA will not exceed 3.5 (all based on the Company's consolidated financial statements).
|
|
|
|
Percentage of shareholder's interest |
|
|
|
20.00%
|
|
|
|
Shareholders' equity not including minority interests amount |
|
|
|
$ 160,000
|
|
|
|
TASE over a period |
|
|
|
60 days
|
|
|
|
Financial liabilities |
|
|
|
$ 130,000
|
|
|
|
Percenatge of short term deposits and short term marketable securities to total assets |
|
|
|
30.00%
|
|
|
30.00%
|
Distribute dividends except, description |
|
|
|
Formula committed not to distribute dividends except for if the ratio of the Company's unpaid principal amount of the loan to the fair market value of its collaterals will not exceed 50%, and if the distribution will not cause its cash, short-term deposits and short-term marketable securities to be less than NIS 45 million (approximately $13 million), or if the dividend will not exceed 75% of accumulated profits accrued from the date of which the loan was granted until the distribution.
|
|
|
|
Formula [Member] | NIS [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Financial liabilities | ₪ |
|
|
|
|
|
|
₪ 450,000
|
Formula [Member] | Series B Convertible Debentures [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Shareholders' equity not including minority interests amount |
|
|
|
$ 160
|
|
|
|
Percentage of financial indebtedness |
|
|
|
65.00%
|
|
|
|
Formula [Member] | Series A Secured Debentures [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Shareholders' equity not including minority interests amount |
|
|
|
$ 250,000
|
|
|
|
Percentage of financial indebtedness |
|
|
|
65.00%
|
|
|
|
Profits distributions, description |
|
|
|
The amount of the distributions shall be equal to profits for the years ended December 31, 2014 and 2015 and 75% of profits accrued from January 1, 2016 until the distribution and (iv) no event of default shall have occurred.
|
|
|
|
Sapiens Technologies [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Royalty commitments, description |
|
|
|
In exchange for participation in the programs by the IIA, Sapiens Technologies agreed to pay 3.5% of total net consolidated license and maintenance revenue and 0.35% of the net consolidated consulting services revenue related to the software developed within the framework of these programs based on an understanding with IIA reached in January 2012. The royalties will be paid up to a maximum amount equaling 100%-150% of the grants provided by the IIA, linked to the dollar, and for grants received after January 1, 1999, bear annual interest at a rate based on LIBOR.
|
|
|
|
Sapiens Technologies [Member] | Covenant [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Shareholders' equity not including minority interests amount |
|
|
|
$ 160
|
|
|
|
Percentage of financial indebtedness |
|
|
|
65.00%
|
|
|
|
Profits distributions, description |
|
|
|
The amount of the dividend does not exceed Sapiens profits for the year ended December 31, 2016 and the first three quarters of the year ended December 31, 2017, plus 75% of Sapiens profits as of September 1, 2017 and up to the date of distribution.
|
|
|
|
Sapiens Technologies [Member] | Covenant One [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Shareholders' equity not including minority interests amount |
|
|
|
$ 120,000
|
|
|
|
Percentage of financial indebtedness |
|
|
|
65.00%
|
|
|
|
Magic [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Percentage of total balance sheet will not exceed by debt |
|
|
|
50.00%
|
|
|
|
Ratio of debts |
|
|
|
The ratio of Magic's total financial debts less cash, short-term deposits and short-term marketable securities to the annual EBITDA will not exceed 3.25 to 1.
|
|
|
|
Balances of cash and short-term investments |
|
|
|
$ 10
|
|
|
|
Shareholders' equity not including minority interests amount |
|
|
|
$ 100
|
|
|
|
Magic [Member] | January 2019 [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Issued unpledged shares to financial institution's | shares |
|
|
|
898,613
|
|
|
|
Magic [Member] | Series A Secured Debentures [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Issued pledged additional shares | shares |
3,487,198
|
|
|
|
|
|
|
Magic [Member] | Series C Secured Debentures [Member] | March 2019 [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Issued pledged shares | shares |
2,411,474
|
|
|
|
|
|
|
Sapiens [Member] | January 2019 [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Issued unpledged shares to financial institution's | shares |
|
|
|
1,356,820
|
|
|
|
Sapiens [Member] | Series C Secured Debentures [Member] | March 2019 [Member] |
|
|
|
|
|
|
|
Commitments and Contingencies [Line Items] |
|
|
|
|
|
|
|
Issued pledged shares | shares |
2,957,590
|
|
|
|
|
|
|
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Dec. 31, 2017 |
Disclosure of classes of share capital [line items] |
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Jan. 31, 2016 |
Dec. 31, 2017 |
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568,620
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$ 5,012
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$ 5,011
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$ 7,070
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$ 5,008
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$ 5,008
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$ 0.34
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$ 0.34
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$ 0.48
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$ 0.34
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$ 0.34
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Dec. 31, 2018 |
Dec. 31, 2017 |
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|
|
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|
$ 8,081
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|
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(4,298)
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11,324
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Dec. 31, 2016 |
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|
$ 52,811
|
$ 77,263
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38,204
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51,552
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$ 14,607
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$ 25,711
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Taxes on Income (Details 3) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Taxes on Income [Abstract] |
|
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$ 30,302
|
$ 22,375
|
$ 20,952
|
Deferred taxes |
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|
(9,004)
|
211
|
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$ 24,301
|
$ 13,371
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$ 21,163
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Taxes on Income (Details 4) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Taxes on Income [Abstract] |
|
|
|
Income before income taxes, as per the statement of operations |
$ 101,696
|
$ 52,811
|
$ 77,263
|
Statutory tax rate in Israel |
23.00%
|
24.00%
|
25.00%
|
Tax computed at the statutory tax rate |
$ 23,390
|
$ 12,675
|
$ 19,316
|
Non-deductible expenses (non-taxable income) net and tax-deductible costs not included in the accounting costs |
1,393
|
1,522
|
978
|
Effect of different tax rates |
379
|
843
|
(1,143)
|
Effect of "Approved, Beneficiary or Preferred Enterprise" status |
(1,233)
|
(252)
|
(1,338)
|
Group's share of profits of companies accounted for at equity |
(86)
|
(270)
|
(87)
|
Deferred taxes on current losses (utilization of carry forward losses) and temporary differences for which a valuation allowance was provided, net |
(796)
|
4,695
|
1,442
|
Effect of change in tax rates |
|
(5,796)
|
112
|
Taxes in respect of prior years |
(485)
|
(227)
|
1,718
|
Uncertain tax positions |
2,703
|
342
|
(234)
|
Other |
(964)
|
(439)
|
399
|
Taxes on income |
$ 24,301
|
$ 13,371
|
$ 21,163
|
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12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Taxes on Income [Abstract] |
|
|
|
Beginning Balance |
$ 4,024
|
$ 3,280
|
$ 2,492
|
Increase due to consolidation in a subsidiary |
|
66
|
227
|
Decrease related to prior years' tax positions |
(198)
|
(135)
|
(286)
|
Increase related to current year tax positions |
2,775
|
813
|
847
|
Ending Balance |
$ 6,601
|
$ 4,024
|
$ 3,280
|
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|
12 Months Ended |
Dec. 29, 2010 |
Dec. 31, 2018
USD ($)
|
Dec. 31, 2018
ILS (₪)
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016 |
Taxes on Income (Textual) |
|
|
|
|
|
Statutory tax rate in Israel |
|
23.00%
|
23.00%
|
24.00%
|
25.00%
|
Corporate income tax rate, description |
|
The Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years) - 2016, which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018.
|
The Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years) - 2016, which reduces the corporate income tax rate to 24% (instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018.
|
|
|
Reduced tax rate |
|
10%-25%
|
10%-25%
|
|
|
Description of income taxes |
The Knesset approved an amendment to the Investment Law for the Encouragement of Capital Investments, 1959 ("2011 Amendment"). According to the 2011 Amendment, a reduced uniform corporate tax rate for exporting industrial enterprises (over 25%) was established. The reduced tax rate will not be program dependent and will apply to the "Preferred Enterprise's" (as such term is defined in the Investment Law) entire income. Pursuant to the 2011 Amendment, a "Preferred Enterprise" is entitled to a reduced corporate tax rate of 16%. The Amendment also prescribes that any dividends distributed to individuals or foreign residents from the preferred enterprise's earnings as above will be subject to tax at a rate of 20%.
|
|
|
|
|
Applicable tax rate |
|
16.00%
|
16.00%
|
|
|
Filed notice, description |
|
In 2011, Magic and one of its Israeli subsidiaries filed a notice to the Israeli tax authorities to apply for the new benefits under the 2011 Amendment, and therefore were subjected to the amended tax rate of 16% for the tax years 2011-2016. In 2015, certain of Sapiens' Israeli subsidiaries filed a notice to the Israeli tax authorities to apply for the new benefits under the 2011 Amendment, and therefore were subjected to the amended tax rate of 16% for the tax years 2014-2016.
|
In 2011, Magic and one of its Israeli subsidiaries filed a notice to the Israeli tax authorities to apply for the new benefits under the 2011 Amendment, and therefore were subjected to the amended tax rate of 16% for the tax years 2011-2016. In 2015, certain of Sapiens' Israeli subsidiaries filed a notice to the Israeli tax authorities to apply for the new benefits under the 2011 Amendment, and therefore were subjected to the amended tax rate of 16% for the tax years 2014-2016.
|
|
|
Industrial encouragement law, description |
|
It is Formula's management's belief that certain of its Israeli investees currently qualify as an "Industrial Company," within the meaning of the Law for the Encouragement of Industry (Taxes), 1969 (the "Industrial Encouragement Law"). That Industrial Encouragement Law defines an "Industrial Company" as a company that is resident in Israel and that derives at least 90% of its income in any tax year, other than income from defense loans, capital gains, interest and dividends, from an enterprise whose major activity in a given tax year is industrial production. Under the Industrial Encouragement Law, these Israeli subsidiaries are entitled to amortization of the cost of purchased know-how and patents over an eight-year period for tax purposes as well as accelerated depreciation rates on equipment and buildings. Eligibility for the benefits under the Industrial Encouragement Law is not subject to receipt of prior approval from any governmental authority.
|
It is Formula's management's belief that certain of its Israeli investees currently qualify as an "Industrial Company," within the meaning of the Law for the Encouragement of Industry (Taxes), 1969 (the "Industrial Encouragement Law"). That Industrial Encouragement Law defines an "Industrial Company" as a company that is resident in Israel and that derives at least 90% of its income in any tax year, other than income from defense loans, capital gains, interest and dividends, from an enterprise whose major activity in a given tax year is industrial production. Under the Industrial Encouragement Law, these Israeli subsidiaries are entitled to amortization of the cost of purchased know-how and patents over an eight-year period for tax purposes as well as accelerated depreciation rates on equipment and buildings. Eligibility for the benefits under the Industrial Encouragement Law is not subject to receipt of prior approval from any governmental authority.
|
|
|
Undistributed earnings of foreign subsidiaries and affiliates |
|
$ 73,651
|
|
|
|
Income taxes distributed as dividend |
|
$ 50,817
|
|
$ 48,628
|
|
Federal corporate income tax rate, description |
|
The TCJA reduces the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018.
|
The TCJA reduces the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018.
|
|
|
Preferred Technology Enterprise [Member] |
|
|
|
|
|
Taxes on Income (Textual) |
|
|
|
|
|
Description of new amendment tax rate |
|
Introduction of a benefit regime for "Preferred Technology Enterprises" granting a 12% tax rate in central Israel - on income deriving from Intellectual Property, subject to a number of conditions being fulfilled, including a minimal amount or ratio of annual R&D expenditure and R&D employees, as well as having at least 25% of annual income derived from exports. Preferred Technology Enterprise ("PTE") is defined as an enterprise which meets the aforementioned conditions and for which total consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion. A 12% capital gains tax rate on the sale of a preferred intangible asset to a foreign affiliated enterprise, provided that the asset was initially purchased from a foreign resident at an amount of NIS 200 million or more.
|
Introduction of a benefit regime for "Preferred Technology Enterprises" granting a 12% tax rate in central Israel - on income deriving from Intellectual Property, subject to a number of conditions being fulfilled, including a minimal amount or ratio of annual R&D expenditure and R&D employees, as well as having at least 25% of annual income derived from exports. Preferred Technology Enterprise ("PTE") is defined as an enterprise which meets the aforementioned conditions and for which total consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion. A 12% capital gains tax rate on the sale of a preferred intangible asset to a foreign affiliated enterprise, provided that the asset was initially purchased from a foreign resident at an amount of NIS 200 million or more.
|
|
|
Tax rate for dividends paid from income |
|
20.00%
|
20.00%
|
|
|
Reduced to dividends paid to foreign resident company |
|
4.00%
|
4.00%
|
|
|
Subsidiaries' taxable income tax rate |
|
12.00%
|
12.00%
|
|
|
Formula [Member] |
|
|
|
|
|
Taxes on Income (Textual) |
|
|
|
|
|
Cumulative losses for tax purposes |
|
$ 68,693
|
|
|
|
Income tax assessments, description |
|
Formula has received final tax assessments (or assessments that are deemed final) through the tax year 2013.
|
Formula has received final tax assessments (or assessments that are deemed final) through the tax year 2013.
|
|
|
Formula [Member] | NIS [Member] |
|
|
|
|
|
Taxes on Income (Textual) |
|
|
|
|
|
Cumulative losses for tax purposes | ₪ |
|
|
₪ 257,460
|
|
|
Matrix [Member] |
|
|
|
|
|
Taxes on Income (Textual) |
|
|
|
|
|
Cumulative losses for tax purposes |
|
$ 31,865
|
|
|
|
Income tax assessments, description |
|
Matrix and its subsidiaries have received final tax assessments (or assessments that are deemed final) through the tax year 2013.
|
Matrix and its subsidiaries have received final tax assessments (or assessments that are deemed final) through the tax year 2013.
|
|
|
Matrix [Member] | NIS [Member] |
|
|
|
|
|
Taxes on Income (Textual) |
|
|
|
|
|
Cumulative losses for tax purposes | ₪ |
|
|
₪ 119,431
|
|
|
Magic [Member] |
|
|
|
|
|
Taxes on Income (Textual) |
|
|
|
|
|
Cumulative losses for tax purposes |
|
$ 14,418
|
|
|
|
Income tax assessments, description |
|
Magic and its Israeli subsidiaries have received final tax assessments (or assessments that are deemed final) through the year 2013.
|
Magic and its Israeli subsidiaries have received final tax assessments (or assessments that are deemed final) through the year 2013.
|
|
|
Sapiens [Member] |
|
|
|
|
|
Taxes on Income (Textual) |
|
|
|
|
|
Cumulative losses for tax purposes |
|
$ 26,250
|
|
|
|
Income tax assessments, description |
|
Tax assessments filed by part of Sapiens' Israeli subsidiaries through the year 2012 are considered to be final.
|
Tax assessments filed by part of Sapiens' Israeli subsidiaries through the year 2012 are considered to be final.
|
|
|
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Dec. 31, 2018 |
Dec. 31, 2017 |
NonControllingInterestInMaterialPartiallyLineItems [Line Items] |
|
|
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$ 437,767
|
$ 413,720
|
Matrix [Member] |
|
|
NonControllingInterestInMaterialPartiallyLineItems [Line Items] |
|
|
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106,667
|
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|
Sapiens [Member] |
|
|
NonControllingInterestInMaterialPartiallyLineItems [Line Items] |
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193,832
|
193,973
|
Magic [Member] |
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NonControllingInterestInMaterialPartiallyLineItems [Line Items] |
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137,158
|
114,925
|
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|
|
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|
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$ 110
|
$ 72
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12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Financial expenses: |
|
|
|
Financial expenses related to liabilities in respect of business combinations |
$ 1,108
|
$ 765
|
$ 2,602
|
Interest expenses on short-term and long-term loans |
6,891
|
7,700
|
6,061
|
Financial costs related to Debentures |
5,479
|
2,832
|
1,959
|
Bank charges, negative foreign exchange differences and other financial expenses |
2,374
|
18,573
|
6,972
|
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15,852
|
29,870
|
17,594
|
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|
|
|
Income from marketable securities and embedded derivative |
832
|
138
|
865
|
Interest income from deposits, positive foreign exchange differences and other financial income |
6,730
|
8,613
|
5,143
|
Financial income |
7,562
|
8,751
|
6,008
|
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$ (8,290)
|
$ (21,119)
|
$ (11,586)
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Dec. 31, 2018 |
Dec. 31, 2017 |
Disclosure of geographical areas [line items] |
|
|
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$ 29,182
|
$ 29,807
|
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|
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|
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22,401
|
22,615
|
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|
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4,033
|
4,369
|
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|
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1,307
|
1,412
|
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282
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302
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$ 1,109
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12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Disclosure of geographical areas [line items] |
|
|
|
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$ 1,492,988
|
$ 1,355,139
|
$ 1,108,621
|
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|
|
|
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|
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|
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|
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|
|
|
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|
|
|
Revenues |
418,148
|
|
|
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|
|
|
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|
|
|
Revenues |
141,316
|
|
|
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|
|
|
Disclosure of geographical areas [line items] |
|
|
|
Revenues |
13,726
|
|
|
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|
|
|
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|
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|
Revenues |
11,053
|
|
|
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|
|
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|
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|
Revenues |
$ 109,121
|
$ 105,808
|
$ 72,585
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12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Numerator: |
|
|
|
Net income basic earnings per share - income available to shareholders |
$ 32,365
|
$ 10,352
|
$ 22,455
|
Amount for diluted earnings per share - income available to shareholders |
$ 33,376
|
$ 10,085
|
$ 23,207
|
Denominator: |
|
|
|
Basic earnings per share - weighted average shares outstanding |
14,740
|
14,437
|
14,214
|
Effect of dilutive securities |
831
|
295
|
1,311
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Diluted earnings per share - adjusted weighted average shares outstanding |
15,571
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14,732
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15,525
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$ 1.58
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$ 2.14
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Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Disclosure of operating segments [line items] |
|
|
|
Goodwill |
$ 640,855
|
$ 617,272
|
$ 640,184
|
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|
|
|
Disclosure of operating segments [line items] |
|
|
|
Goodwill |
215,428
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200,440
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|
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|
|
|
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|
|
|
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311,489
|
303,955
|
|
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|
|
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|
|
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95,006
|
98,189
|
|
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|
|
|
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|
|
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$ 14,688
|
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12 Months Ended |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Disclosure of operating segments [line items] |
|
|
|
Revenues from external customers |
$ 1,492,988
|
$ 1,355,139
|
$ 1,108,621
|
Inter-segment revenues |
|
|
|
Revenue |
1,492,988
|
1,355,139
|
1,108,621
|
Unallocated corporate expenses |
(2,113)
|
(3,472)
|
(2,713)
|
Depreciation and amortization |
48,734
|
43,646
|
32,370
|
Operating income (loss) |
109,617
|
72,806
|
88,500
|
Financial expenses, net |
(8,290)
|
(21,119)
|
(11,586)
|
Group's share of profits of companies accounted for at equity, net |
369
|
1,124
|
349
|
Taxes on income |
24,301
|
13,371
|
21,163
|
Net income |
77,395
|
39,440
|
56,100
|
Adjustments [Member] |
|
|
|
Disclosure of operating segments [line items] |
|
|
|
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(66,153)
|
(66,816)
|
(38,262)
|
Inter-segment revenues |
(5,119)
|
(5,812)
|
(6,128)
|
Revenue |
(71,272)
|
(72,628)
|
(44,390)
|
Unallocated corporate expenses |
(2,113)
|
(3,472)
|
(2,713)
|
Depreciation and amortization |
(3,712)
|
(3,724)
|
(3,292)
|
Operating income (loss) |
(4,354)
|
(6,104)
|
(4,197)
|
Matrix [Member] |
|
|
|
Disclosure of operating segments [line items] |
|
|
|
Revenues from external customers |
878,188
|
790,946
|
660,012
|
Inter-segment revenues |
2,869
|
3,679
|
2,578
|
Revenue |
881,057
|
794,625
|
662,590
|
Unallocated corporate expenses |
|
|
|
Depreciation and amortization |
8,554
|
6,855
|
6,513
|
Operating income (loss) |
61,264
|
54,337
|
48,776
|
Sapiens [Member] |
|
|
|
Disclosure of operating segments [line items] |
|
|
|
Revenues from external customers |
289,707
|
269,194
|
216,190
|
Inter-segment revenues |
|
|
|
Revenue |
289,707
|
269,194
|
216,190
|
Unallocated corporate expenses |
|
|
|
Depreciation and amortization |
26,249
|
21,969
|
14,227
|
Operating income (loss) |
16,799
|
(5,053)
|
20,636
|
Magic [Member] |
|
|
|
Disclosure of operating segments [line items] |
|
|
|
Revenues from external customers |
282,205
|
256,207
|
198,096
|
Inter-segment revenues |
2,170
|
1,933
|
3,550
|
Revenue |
284,375
|
258,140
|
201,646
|
Unallocated corporate expenses |
|
|
|
Depreciation and amortization |
12,562
|
13,611
|
11,608
|
Operating income (loss) |
31,698
|
25,956
|
21,087
|
Other [Member] |
|
|
|
Disclosure of operating segments [line items] |
|
|
|
Revenues from external customers |
109,041
|
105,608
|
72,585
|
Inter-segment revenues |
80
|
200
|
|
Revenue |
109,121
|
105,808
|
72,585
|
Unallocated corporate expenses |
|
|
|
Depreciation and amortization |
5,081
|
4,935
|
3,314
|
Operating income (loss) |
$ 4,210
|
$ 3,670
|
$ 2,198
|
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Operating Segments (Details Textual)
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12 Months Ended |
Dec. 31, 2018 |
Information Technologies (IT) Software solutions and services, Consulting & Management in Israel [Member] |
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Disclosure of operating segments [line items] |
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Description of factors used to segments |
In 2018, activity in Software solutions and value added services in Israel accounted for approximately 61% of Matrix's revenues for approximately 45% of its operating income.
|
Information Technologies (IT) Software solutions and services in the U.S [Member] |
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Disclosure of operating segments [line items] |
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Description of factors used to segments |
In 2018, activity in the U.S accounted for approximately 12% of Matrix's revenues and for approximately 26% of its operating income, because of higher operating gross margin in the U.S.
|
Training and integration [Member] |
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Disclosure of operating segments [line items] |
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Description of factors used to segments |
In 2018, activity in training and integration accounted for approximately 5% of Matrix's revenues and for approximately 8% of its operating income.
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Computer infrastructure and integration solutions [Member] |
|
Disclosure of operating segments [line items] |
|
Description of factors used to segments |
In 2018, activity in Computer infrastructure and integration solutions accounted for approximately 17% of Matrix's revenues and for approximately 11% of its operating income.
|
Software product marketing and support [Member] |
|
Disclosure of operating segments [line items] |
|
Description of factors used to segments |
In 2018, activity in Software product marketing and support accounted for about 5% of Matrix's revenues and for approximately 10% of its operating income.
|
Magic [Member] |
|
Disclosure of operating segments [line items] |
|
Description of factors used to segments |
Magic products and services are available through a global network of regional offices, independent software vendors, system integrators, distributors and value added resellers as well as original equipment manufacturers and consulting partners in approximately 50 countries.
|
Insync [Member] |
|
Disclosure of operating segments [line items] |
|
Description of factors used to segments |
InSync is a U.S based national supplier of employees to Vendor Management Systems (VMS) Workforce Management Program accounts. Insync specializes in providing professionals in the following areas; Accounting and Finance, Administrative, Customer Service, Clinical, Scientific and Healthcare, Engineering, Manufacturing and Operations, Human Resources, IT Technology, LI/MFG, and Marketing and Sales. InSync currently supports more than 30 VMS program customers with employees in over 40 states.
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Michpal [Member] |
|
Disclosure of operating segments [line items] |
|
Description of factors used to segments |
As of December 31, 2018, Michpal serves approximately 8,000 customers, most of which are long-term customers.
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- DefinitionLine items represent concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes of the table.
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Subsequent Events (Details) - USD ($) $ in Thousands |
|
|
1 Months Ended |
12 Months Ended |
Feb. 06, 2019 |
Jan. 01, 2019 |
Mar. 31, 2019 |
Mar. 26, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Subsequent Events (Textual) |
|
|
|
|
|
|
|
Series A Secured Debentures increased |
|
|
|
|
$ 45,356
|
$ 78,229
|
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Events After Reporting [Member] |
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Subsequent Events (Textual) |
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Description of public offering |
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|
Formula consummated a public offering in Israel of a new series of secured debentures - Series C Secured Debentures— in an aggregate NIS 300,000 par value amount, at a price of NIS 1,000 for each unit of NIS 1,000 principal amount. The aggregate gross proceeds from the public offering totaled NIS 298,500 (approximately $82,186). The Series C Secured Debentures are secured by liens on the shares of Formula’s subsidiaries, and are listed for trading only on the TASE (6,031,761 shares of Matrix; 2,411,474 shares of Magic and 2,957,590 shares of Sapiens). Each Series C Debenture unit bears interest at a fixed annual rate equal to 2.29%, which interest will be paid out on a semi-annual basis. The principal amount of the Series C Debentures will be payable by Formula in seven annual installments from December 1, 2020 through December 1, 2026, the first five of which will each constitute 11% of the principal, and the final two of which will each constitute 22.5% of the principal.
|
|
|
|
|
Description of acquisition |
Matrix concluded the acquisition of 80% of the share capital of Dana Engineering Ltd., an Israeli based company providing project management services in the field of national infrastructure in Israel, for total cash consideration of NIS 52,000 (approximately $14,370). Matrix and the seller hold mutual options to purchase and sell (respectively) the remaining 20% interest in Dana Engineering which may be exercised following the second year anniversary of the acquisition.
|
|
Matrix concluded the acquisition of 100% of the share capital of MedaTech Ltd., an Israeli company and the leading business partner of Priority ERP with over 1,000 customers in a variety of verticals, for cash consideration of approximately NIS 85,000 approximately $23,600.
|
|
|
|
|
Description of compensation |
|
Matrix’s board of directors approved, following the approval by Matrix compensation committee, the grant of 1,440,000 options which are exercisable into up to 1,440,000 ordinary shares of Matrix of NIS 1 par value each to 20 senior officers of Matrix or of corporations controlled by it. The exercise price of the options was NIS 41.70 at the date of their grant, and it is subject to adjustments, including upon the distribution of dividends. Half of the options will vest on January 1, 2021, quarter of the options will vest on January 1, 2022, and the rest vested on January 1, 2023. When the actual exercise will take place, shares will be allotted in the net exercise mechanism. Matrix will not get paid in cash.
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|
|
Description of debt |
|
|
|
The remaining outstanding Series B Convertible Debentures of the Company matured, and the Company repaid the holders of those debentures the entire remaining outstanding principal amount of NIS 44.5 million ($11.4 million), together with interest of $1.1 million, due under the debentures.
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Events After Reporting [Member] | Magic [Member] |
|
|
|
|
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Subsequent Events (Textual) |
|
|
|
|
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|
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Percentage of share capital |
|
|
100.00%
|
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|
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- DefinitionThe percentage of voting equity interests acquired in a business combination. [Refer: Business combinations [member]]
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