Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Significant Accounting Policies [Abstract] | |
Financial Statements in U.S. Dollars | A. Financial statements in U.S. dollars |
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Substantially all of the Company's and certain of its subsidiaries' revenues are in U.S. dollars. A significant portion of purchases of materials and components and most marketing costs are denominated in U.S. dollars. Therefore, both the functional and reporting currencies of the Company and certain of its subsidiaries are the U.S. dollar. |
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Transactions and balances denominated in U.S. dollars are presented at their original amounts. |
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For entities with a U.S. dollar functional currency, transactions and balances in other currencies are remeasured into U.S. dollars in accordance with the principles set forth in ASC Topic 830, Foreign Currency Matters, i.e. at the date the transaction is recognized, each asset, liability, or instance of revenue, expense, gain, or loss arising from the transaction is measured and recorded in the functional currency by use of the exchange rate in effect at that date. When translation using the exchange rates at the dates that the numerous revenues, expenses, gains, and losses are recognized is impractical, an appropriately weighted average exchange rate for the period is used to translate those elements. At each balance sheet date, recorded balances of monetary assets and liabilities that are denominated in a currency other than the functional currency are adjusted to reflect the current exchange rate. Exchange gains and losses from the remeasurement of such items denominated in non U.S. dollar currencies are reflected in the consolidated statements of operations, among ‘financial expenses, net', as appropriate. |
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The functional currencies of the remaining subsidiaries are their local currencies. The financial statements of those companies are translated into U.S. dollars using the exchange rate at the balance sheet date for assets and liabilities, and weighted average exchange rates for revenues and expenses (which approximates the translation of each transaction). Translation adjustments resulting from the process of the aforesaid translation are included as a separate component of equity (accumulated other comprehensive gain or loss). |
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Principles of Consolidation | B. Principles of consolidation |
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The consolidated financial statements include the financial statements of the Company, its wholly-owned subsidiaries and its majority owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. |
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Estimates and Assumptions | C. Estimates and assumptions |
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The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Such estimates include the valuation of useful lives of long-lived assets, revenue recognition, valuation of accounts receivable and allowance for doubtful accounts, valuation of inventories and investments, legal contingencies, the assumptions used in the calculation of share based compensation, income taxes and other contingencies. Estimates and assumptions are periodically reviewed by management and the effects of any material revisions are reflected in the period that they are determined to be necessary. Actual results, however, may vary from these estimates. |
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Cash Equivalents | D. Cash equivalents |
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Cash equivalents are short-term highly liquid investments and debt instruments that are readily convertible to cash with original maturities of three months or less from the date of purchase. |
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Trade Receivables | E. Trade receivables |
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Trade receivables are recorded at the invoiced amount and do not bear interest. Collection of trade receivables are included in net cash provided by operating activities in the consolidated statements of cash flows. The consolidated financial statements include an allowance for loss from receivables for which collection is in doubt. In determining the adequacy of the allowance consideration is given to each trade receivable historical experience, aging of the receivable, adjusted to take into account current market conditions and information available about specific debtors, including their financial condition, the amount of receivables in dispute, current payment patterns, the volume of their operations, and evaluation of the security received from them or their guarantors. |
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Short-term Investments | F. Short term investments |
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Short term investments consist of: |
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(1) Bank deposits whose maturities are longer than three months from the date of purchase, but not longer than one year from the balance sheet date. |
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(2) Restricted bank deposits whose maturities are not longer than one year from the balance sheet date (for further details, see note 9C). |
Inventories | G. Inventories |
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Inventories are stated at the lower of cost or market value. Cost is determined by calculating raw materials, work in process and finished products on a "moving average" basis. Inventory write-offs are provided to cover risks arising from slow moving items or technological obsolescence. Such write-offs, which were not material for the reported years, have been included in cost of revenues. |
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The Company applies ASC Topic 330, Inventory which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) requiring that those items be recognized as current-period charges. In addition, the above topic requires that allocation of fixed production overhead costs be based on the normal capacity of the production facilities. |
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Property, Plant and Equipment, Net | H. Property, plant and equipment, net |
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Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: |
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Leasehold land (over the terms of the lease, see Note 6A(1)) | | 49 | | | | | | | | | | |
Buildings | | 25 | | | | | | | | | | |
Computers, software and manufacturing equipment | | 5-Mar | | | | | | | | | | |
Office furniture and equipment | | 16-May | | | | | | | | | | |
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Impairment of Long-Lived Assets | I. Impairment of long-lived assets |
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Long-lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
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In 2013 the Company recorded an impairment of intangible assets in the amount of $328. |
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No impairment losses were recorded in 2014. |
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Goodwill and Purchased Intangible Assets | J. Goodwill and purchased intangible assets |
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Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase businesses combination. Goodwill is reviewed for impairment at least annually, as of December 31 every year. |
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Testing for impairment is to be done at least annually and at other times if events or circumstances arise that indicate that impairment may have occurred. |
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In 2013 the Company recorded an impairment of goodwill in the amount of $485, see note 1C(2). |
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Purchased intangible assets are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. |
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Revenue Recognition | K. Revenue recognition |
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The Group generates revenues from product sales, licensing and transaction fees. Revenues are also generated from non-recurring engineering, customer services and technical support. |
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Revenues from product sales and non-recurring engineering are recognized when delivery has occurred provided there is persuasive evidence of an agreement, the fee is fixed or determinable, collection of the related receivable is probable and no further obligations exist. In the case of non-recurring engineering, revenue is recognized upon completion of testing and approval of the customization of the product by the customer, provided that no further obligation exists. Revenues are recognized net of value added tax. |
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License and transaction fees are recognized as earned based on actual usage. Usage is determined by receiving confirmation from the users. |
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Revenues relating to customer services and technical support are recognized as the services are rendered ratably over the term of the related contract. |
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In arrangements that contain multiple elements, the Company implements the guidelines set forth in ASU 2009-13,“Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”). Such multiple element arrangements may include providing an IT solution, selling products (such as smart cards) and rendering customer services. Accordingly, the overall arrangement fee is allocated to each element (both delivered and undelivered items) based on their relative selling prices, evidenced by vendor specific objective evidence of selling price ("VSOE") or third party evidence of selling price ("TPE"). In the absence of VSOE and TPE for one or more delivered or undelivered elements in a multiple-element arrangement, the Company is required to estimate the selling prices of those elements. Such estimated selling price has been determined using a cost plus margin approach. Since the cost for each element in such arrangements is reliably estimable, the estimated selling price was calculated by multiplying the costs by an average gross margin applicable to each element. Once the standalone selling price for each element was determined, the consideration allocated to each element was recognized as revenues upon meeting the required criteria as described above. |
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In revenue arrangements that include software components, the Company implements the guidelines set forth in ASU 2009-14. Accordingly, software revenue recognition is not applied for tangible products that contain both software and non-software components that function together to deliver the tangible product's essential functionality. |
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The Company has applied the guidance described above for certain arrangements which include providing IT solutions, selling products and customer services. The total arrangement consideration is allocated proportionally to the separate deliverables in the arrangement using the estimated selling price for each component. The Company recognizes revenues from sale of its IT solutions and from certain long-term contract in accordance with ASC Topic 605-35, "Construction-Type and Production-Type Contracts" (“ASC 605-35”). |
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Pursuant to ASC 605-35, revenues from these contracts are recognized under the percentage of completion method. The Company measures the percentage of completion based on output or input criteria, as applicable to each contract. For the reported years, the Company used in all of its projects output measures with respect to measuring the progress of completion. These measures are based on completion of milestones (i.e., contract milestones as stated in the agreement such as the delivery, installation or shipments of various deliverables) and the amount of operational sites (i.e., progress is measured as a percentage of the sites that are already operational, out of the total sites that are required to be operational under the agreement). |
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Following the SmartID Division Divesture, revenues from such contracts are included in “net income (loss) from discontinued operations”. |
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Provisions for estimated losses on uncompleted contracts are made during the period in which such losses are first identified, in the amount of the estimated loss on the entire contract. As of December 31, 2014, no such estimated losses were identified. |
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Revenues and costs recognized pursuant to ASC 605-35 on contracts in progress are subject to management estimates. Actual results could differ from these estimates. |
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Licensing and transaction fees are recognized based on the volume of transactions or monthly licensing fees from systems that contain the Company's products and usually bear no cost to the Company. |
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The cost to the Company of warranting that the product will perform according to certain specifications and that the Company will repair or replace the product if it ceases to work properly, is insignificant and is treated according to accounting guidance for contingencies. |
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Research and Development Costs | L. Research and development costs |
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Research and development costs, which consist mainly of labor costs, materials and subcontractors, are charged to operations as incurred. |
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Stock-based Compensation | M. Stock-based compensation |
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Employees |
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The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated grant date fair values. The estimated fair value of awards is charged to income on a straight-line basis over the requisite service period, which is generally the vesting period. |
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ASC Topic 718, Compensation – Stock Compensation, requires estimating the fair value of share based payments awards on the date of the grant using an option pricing model. The Company uses the Black-Scholes option pricing model. |
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The Company elected to recognize compensation cost for awards with only service conditions that have a graded vesting schedule using the straight-line method. |
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Non-Employees |
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The Company uses an option valuation model to measure the fair value of these options at the grant date and at each subsequent reported period until the exercise date is reached. During 2013 and 2014 no options were granted. During 2012, all options were granted with a par value exercise price. Due to the par value nominal amount of NIS 0.1, the fair value of these options was estimated to be equal to the Company's market share price at the grant date. |
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Basic and Diluted Net Loss Per Share | N. Basic and diluted net loss per share |
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Basic and diluted net loss per ordinary share is computed based on the weighted average number of ordinary shares outstanding during each year. Shares issuable for little or no cash consideration, are considered outstanding ordinary shares and included in the computation of basic net loss per ordinary share as of the date that all necessary conditions have been satisfied. |
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Outstanding stock options and warrants in the amounts of 2,241,421, 2,066,730 and 2,230,730 for December 31, 2014, 2013 and 2012, respectively, have been excluded from the calculation of the diluted net loss per ordinary share because all such securities have an anti-dilutive effect for all periods presented. |
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Fair Value of Financial Instruments | O. Fair value of financial instruments |
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The Company's financial instruments consist mainly of cash and cash equivalents, short-term interest bearing investments, accounts receivable, restricted deposits for employee benefits, accounts payable and short-term and long-term loans. |
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Fair value for the measurement of financial assets and liabilities is defined as 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: |
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Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. |
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
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By distinguishing between inputs that are observable in the market place, and therefore more objective, and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. |
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The Company, in estimating fair value for financial instruments, used the following methods and assumptions: |
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The carrying amounts of cash and cash equivalents, trade receivables, short-term bank credit and trade payables are equivalent to, or approximate their fair value due to the short-term maturity of these instruments. |
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The fair value of the short term investments is based on level 1 inputs. |
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The fair value of the liability in respect of the contingent consideration included in business combinations (see note 1C(2)) is based on discounted future expected sales and thus is based on level 3 inputs. The liability was determined to be insignificant. |
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The carrying amounts of variable interest rate long-term loans are equivalent or approximate to their fair value as they bear interest at approximate market rates. At December 31, 2014, the fair value of bank loans with fixed interest rates did not differ materially from the carrying amount. |
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Income Tax | P. Income tax |
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The Company accounts for taxes on income in accordance with ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. The Company provides a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. |
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The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. |
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The Company accounts for interest and penalties related to unrecognized tax benefits as a component of income tax expense. |
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Non-controlling Interest | Q. Non-controlling Interest |
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The Company implements ASC Topic 810 Consolidation, which requires net loss (income) attributable to non-controlling interests to be classified in the consolidated statements of operations as part of consolidated net earnings and to include the accumulated amount of non-controlling interests in the consolidated balance sheets as part of equity. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings. |
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Severance Pay | R. Severance pay |
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The Company's liability for severance pay for some of its Israeli employees is calculated pursuant to Israeli severance pay law based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. Those employees are entitled to one month's salary for each year of employment or a portion thereof. Certain senior executives were entitled to receive additional severance pay. During 2013 the employment of most of such senior executives was terminated and related severance pay liability was settled. |
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The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement, and therefore is usually classified as a long-term liability, unless the termination of the employees is expected during the upcoming year. |
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The Company's liability for those Israeli employees is partially provided for by monthly deposits for insurance policies and the remainder by an accrual. The value of these policies is recorded as an asset in the Company's balance sheet. |
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The deposited funds include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies. In addition, during 2012 the Company deposited certain amounts with a trustee, to compensate for any severance pay liability that is not covered by other funds. These deposits are restricted and may be withdrawn only for payment of severance pay liabilities. The severance pay funds and the restricted deposits for employee benefits are classified based on the classification of the corresponding liability. |
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In respect of other Israeli employees, the Company obtained approval from the Israeli Ministry of Labor and Welfare, pursuant to the terms of Section 14 of the Israeli Severance Pay Law, 1963, according to which the current deposits with the pension fund and/or with the insurance company exempt the Company from any additional obligation to these employees for whom the said depository payments are made. These deposits are accounted as defined contribution payments. |
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Severance pay expenses for the years ended December 31, 2014, 2013 and 2012 amounted to approximately $392, $609 and $1,630, respectively. Defined contribution plan expenses were $370, $415 and $412 in the years ended December 31, 2014, 2013 and 2012, respectively. |
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Advertising Expenses | S. Advertising expenses |
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Advertising expenses are charged to the statements of operations as incurred. Advertising expenses for the years ended December 31, 2014, 2013 and 2012 amounted to approximately $1,522, $1,472 and $1,550, respectively. |
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Concentrations of Credit Risk | T. Concentrations of credit risk |
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Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, bank deposits and trade receivables. |
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Cash equivalents are invested mainly in U.S. dollars with major banks in Israel and Europe. Management believes that the financial institutions that hold the Group's investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. |
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Most of the Company's trade receivables are derived from sales to large and financially secure organizations. In determining the adequacy of the allowance, management bases its opinion, inter alia, on the estimated risks, current market conditions, in reliance on available information with respect to the debtor's financial position. As for major customers, see note 16. |
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The activity in the allowance for doubtful accounts for the years ended December 31, 2014, 2013 and 2012 is as follows: |
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| | | 2014 | | | | 2013 | | | | 2012 | |
Allowance for doubtful accounts at beginning of year | | $ | 610 | | | $ | 431 | | | $ | 233 | |
Additions charged to allowance for doubtful accounts | | | 88 | | | | 220 | | | | 319 | |
Write-downs charged against the allowance | | | (27 | ) | | | (41 | ) | | | (127 | ) |
Currency translation differences | | | - | | | | - | | | | 6 | |
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Allowance for doubtful accounts at end of year | | $ | 671 | | | $ | 610 | | | $ | 431 | |
Commitments and Contingencies | U. Commitments and contingencies |
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Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
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Business Divestitures | V. Business divestures |
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As described in Note 1B, the Company sold certain operations during 2013 and 2014. Upon reaching a definitive agreement with an acquirer, the Company recognizes the consideration received from the divesture, less all assets and liabilities sold, as a gain or loss. |
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Discontinued operations |
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Upon divesture of a business, the Company classifies such business as a discontinued operation, if the divested business meets the following criteria: |
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| (i) | The business qualifies as a component of an entity, as it comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. | | | | | | | | | | |
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| (ii) | Both of the following conditions are met or expected to be met within one year: | | | | | | | | | | |
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| 1) | The operations and cash flows of the business have been or will be eliminated from the ongoing operations of the entity in the disposal transaction; and | | | | | | | | | | |
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| 2) | The Company will not have any significant continuing involvement in the operations of the component after the disposal transaction. The eligibility to receive contingent consideration from future sales of the divested business does not necessarily indicate that there is continuing involvement in the operations of the business. | | | | | | | | | | |
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For disposals other than by sale such as abandonment, the results of operations of a business would not be recorded as a discontinued operation until the period in which the business is actually abandoned. |
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The Company has concluded that at December 31, 2013, the SmartID Division Divesture and the German Subsidiary Divesture qualify as discontinued operations and therefore have been presented as such. The sale of PARX France and the shutdown of Smart Card Engineering (see note 1B(3) and 1B(4)) do not qualify as a discontinued operations as the Company has significant involvement after the disposal transaction. |
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Assets and liabilities of discontinued operations that have not yet been actually sold are presented on the balance sheet in one line item. Assets and liabilities of such discontinued operations are not offset and are presented as such only for the current year balance sheet. |
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The results of businesses that have qualified at December 31, 2013 as discontinued operations have been presented as such for all reporting periods. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations. |
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Any loss or gain that arose from the divesture of a business that qualifies as discontinued operations has been included within the results of the discontinued operations. |
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The Company also presents cash flows from discontinued operations separately from cash flows of continuing operations. |
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Contingent consideration |
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The Company's sale arrangements consist of contingent consideration based on the divested businesses future sales or profits. The Company records the contingent consideration portion of the arrangement when the consideration is determined to be realizable. |
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Patent litigation and maintenance expenses | W. Patent litigation and maintenance expenses |
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Patent litigation and maintenance expenses, which consist of salaries and consultants' fees, are expensed as incurred. The Company presents such expenses as a separate item within its operating expenses because it believes that such presentation improves the understandability of the statement of operations. All prior periods' Consolidated Statements of Operations have been reclassified to conform with the current year presentation. |
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Recent Accounting Pronouncements | X. Recent accounting pronouncements |
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1. In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the requirements for reporting discontinued operations. Under the ASU, discontinued operations is defined as either a: |
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Component of an entity, or group of components, that |
Has been disposed of meets the criteria to be classified as held-for-sale, or has been abandoned/spun-off; and |
Represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results, or a |
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Business or nonprofit activity that, on acquisition, meets the criteria to be classified as held-for-sale. |
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Under this ASU, continuing involvement in the disposed component is no longer relevant for evaluating discontinued operations presentation. However, the ASU requires specific disclosures about entities' continuing involvement with discontinued operations. |
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The new ASU is effective for the Company prospectively for both: |
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All disposals (or classifications as held for sale) of components that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years, and |
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All business that, on acquisition, are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. |
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The extent of this standard's effect depends on the management's plan to divest operations in the future, if at all, and the Company is currently evaluating its potential effect on the consolidated financial statements and related disclosures. |
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2 | On May 28, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which requires an entity to recognize the amount of revenues to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | | | | | | | | | | | |
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3 | On August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern” (“ASU 2014-15”). The ASU is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its consolidated financial statements. | | | | | | | | | | | |
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