Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2014 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | MER TELEMANAGEMENT SOLUTIONS LTD |
Entity Central Index Key | 1025561 |
Document Type | 20-F |
Amendment Flag | FALSE |
Document Period End Date | 31-Dec-14 |
Current Fiscal Year End Date | -19 |
Document Fiscal Year Focus | 2014 |
Document Fiscal Period Focus | FY |
Entity Current Reporting Status | Yes |
Entity Well-known Seasoned Issuer | No |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 4,672,664 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $4,864 | $6,369 |
Restricted cash | 648 | 63 |
Marketable securities (Note 3) | 136 | 153 |
Trade receivables (net of allowance for doubtful accounts of $ 46 and $ 49 at December 31, 2013 and 2014, respectively) | 579 | 943 |
Other accounts receivable and prepaid expenses (Note 4) | 75 | 147 |
Total current assets | 6,302 | 7,675 |
LONG-TERM ASSETS: | ||
Severance pay fund | 604 | 725 |
PROPERTY AND EQUIPMENT, NET (Note 5) | 118 | 183 |
OTHER ASSETS: | ||
Intangible assets, net (Note 6a) | 389 | 567 |
Goodwill | 3,479 | 3,479 |
Total other assets | 3,868 | 4,046 |
Total assets | 10,892 | 12,629 |
CURRENT LIABILITIES: | ||
Trade payables | 254 | 254 |
Accrued expenses and other liabilities (Note 7) | 2,252 | 2,200 |
Deferred revenues | 1,706 | 1,766 |
Liabilities of discontinued operations (Note 1a) | 282 | 362 |
Total current liabilities | 4,494 | 4,582 |
LONG-TERM LIABILITIES: | ||
Accrued severance pay | 712 | 857 |
Deferred tax liability | 54 | 29 |
Total long-term liabilities | 766 | 886 |
COMMITMENTS AND CONTINGENT LIABILITIES (Note 8) | ||
SHAREHOLDERS' EQUITY (Note 11): | ||
Share capital - Ordinary shares of NIS 0.01 par value - Authorized: 12,000,000 shares at December 31, 2013 and 2014; Issued: 4,670,957 and 4,672,664 shares at December 31, 2013 and 2014, respectively; Outstanding: 4,665,557 and 4,667,264 shares at December 31, 2013 and 2014, respectively | 13 | 13 |
Additional paid-in capital | 20,400 | 20,317 |
Treasury shares (5,400 Ordinary shares at December 31, 2013 and 2014) | -29 | -29 |
Accumulated other comprehensive loss | -8 | -6 |
Accumulated deficit | -14,744 | -13,134 |
Total shareholders' equity | 5,632 | 7,161 |
Total liabilities and shareholders' equity | $10,892 | $12,629 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | USD ($) | ILS | USD ($) | ILS |
CURRENT ASSETS: | ||||
Trade receivables, allowance for doubtful accounts | $49 | $46 | ||
SHAREHOLDERS' EQUITY (Note 11): | ||||
Ordinary shares, par value per share | 0.01 | 0.01 | ||
Ordinary shares, shares authorized | 12,000,000 | 12,000,000 | 12,000,000 | 12,000,000 |
Ordinary shares, shares issued | 4,672,664 | 4,672,664 | 4,670,957 | 4,670,957 |
Ordinary shares, shares outstanding | 4,667,264 | 4,667,264 | 4,665,557 | 4,665,557 |
Treasury shares, shares | 5,400 | 5,400 | 5,400 | 5,400 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues (Note 12): | |||
Product sales | $1,392 | $2,076 | $3,665 |
Services | 5,674 | 10,396 | 9,461 |
Total revenues | 7,066 | 12,472 | 13,126 |
Cost of revenues: | |||
Product sales | 509 | 770 | 1,154 |
Services | 2,384 | 3,254 | 3,340 |
Total cost of revenues | 2,893 | 4,024 | 4,494 |
Gross profit | 4,173 | 8,448 | 8,632 |
Operating expenses: | |||
Research and development | 1,387 | 1,389 | 1,329 |
Selling and marketing | 1,868 | 2,164 | 2,457 |
General and administrative | 2,459 | 3,188 | 2,804 |
Total operating expenses | 5,714 | 6,741 | 6,590 |
Operating income (loss) | -1,541 | 1,707 | 2,042 |
Financial income (expense), net | -95 | 61 | 60 |
Income (loss) before taxes on income | -1,636 | 1,768 | 2,102 |
Taxes on income, net (Note 9) | 54 | 435 | 736 |
Net income (loss) from continuing operations | -1,690 | 1,333 | 1,366 |
Income from discontinued operations | 80 | 73 | |
Net income (loss) | ($1,610) | $1,406 | $1,366 |
Net earnings (loss) per share: | |||
Basic and diluted net earnings (loss) per Ordinary share from continuing operations | ($0.36) | $0.28 | $0.30 |
Basic and diluted net earnings per Ordinary share from discontinued operations | $0.02 | $0.02 | |
Basic and diluted net income (loss) per share | ($0.34) | $0.30 | $0.30 |
Weighted average number of Ordinary shares used in computing basic net earnings (loss) per share | 4,670,964 | 4,659,230 | 4,478,677 |
Weighted average number of Ordinary shares used in computing diluted net earnings (loss) per share | 4,670,964 | 4,720,966 | 4,531,384 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | |||
Net income (loss) | ($1,610) | $1,406 | $1,366 |
Other comprehensive income (loss): | |||
Change in foreign currency translation adjustments | 21 | -29 | 10 |
Available-for-sale investments: | |||
Change in net unrealized gains (loss) | -23 | 18 | 14 |
Other comprehensive income (loss) | -2 | -11 | 24 |
Comprehensive income (loss) | ($1,612) | $1,395 | $1,390 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) | Total | Share capital [Member] | Additional paid-in capital [Member] | Treasury shares [Member] | Accumulated other comprehensive income (loss) [Member] | Accumulated deficit [Member] | |
In Thousands, except Share data, unless otherwise specified | |||||||
Balance at Dec. 31, 2011 | $3,832 | $13 | $19,773 | ($29) | ($19) | ($15,906) | |
Balance, shares at Dec. 31, 2011 | 4,459,057 | ||||||
Stock-based compensation related to options issued to employees | 41 | 41 | |||||
Stock-based compensation income related to options issued to non employees | 3 | 3 | |||||
Exercise of stock options | 303 | [1] | 303 | ||||
Exercise of stock options, shares | 161,250 | ||||||
Other comprehensive income (loss): | |||||||
Unrealized gains (loss) of available-for-sale marketable securities, net | 14 | 14 | |||||
Foreign currency translation adjustments | 10 | 10 | |||||
Net income (loss) | 1,366 | 1,366 | |||||
Balance at Dec. 31, 2012 | 5,569 | 13 | 20,120 | -29 | 5 | -14,540 | |
Balance, shares at Dec. 31, 2012 | 4,620,307 | ||||||
Stock-based compensation related to options issued to employees | 93 | 93 | |||||
Stock-based compensation income related to options issued to non employees | 14 | 14 | |||||
Exercise of stock options | 90 | [1] | 90 | ||||
Exercise of stock options, shares | 45,250 | ||||||
Other comprehensive income (loss): | |||||||
Unrealized gains (loss) of available-for-sale marketable securities, net | 18 | 18 | |||||
Foreign currency translation adjustments | -29 | -29 | |||||
Net income (loss) | 1,406 | 1,406 | |||||
Balance at Dec. 31, 2013 | 7,161 | 13 | 20,317 | -29 | -6 | -13,134 | |
Balance, shares at Dec. 31, 2013 | 4,665,557 | 4,665,586 | [2] | ||||
Stock-based compensation related to options issued to employees | 84 | 84 | |||||
Stock-based compensation income related to options issued to non employees | -15 | -15 | |||||
Exercise of stock options | 14 | [1] | 14 | ||||
Exercise of stock options, shares | 7,078 | ||||||
Other comprehensive income (loss): | |||||||
Unrealized gains (loss) of available-for-sale marketable securities, net | -23 | -23 | |||||
Foreign currency translation adjustments | 21 | 21 | |||||
Net income (loss) | -1,610 | -1,610 | |||||
Balance at Dec. 31, 2014 | $5,632 | $13 | $20,400 | ($29) | ($8) | ($14,744) | |
Balance, shares at Dec. 31, 2014 | 4,667,264 | 4,672,664 | |||||
[1] | Represents an amount lower than $ 1. | ||||||
[2] | Reclassified |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income (loss) | ($1,610) | $1,406 | $1,366 |
Net income from discontinued operations | 80 | 73 | |
Net income (loss) from continuing operations | -1,690 | 1,333 | 1,366 |
Adjustments required to reconcile net income from continuing operations to net cash provided by (used in) operating activities: | |||
Loss (gains) on sale of available-for-sale marketable securities | -10 | -1 | 6 |
Depreciation and amortization | 284 | 316 | 393 |
Change in deferred tax liability, net | 25 | 400 | -340 |
Employees and non-employees stock-based compensation | 69 | 107 | 44 |
Decrease in accrued severance pay, net | -24 | -10 | -1 |
Decrease (increase) in trade receivables, net | 364 | 123 | -212 |
Decrease (increase) in other accounts receivable and prepaid expenses | 72 | 33 | -176 |
Decrease in trade payables | -25 | -47 | |
Increase (decrease) in accrued expenses and other liabilities | 73 | -222 | 144 |
Increase (decrease) in deferred revenues | -60 | 118 | -377 |
Decrease (increase) in restricted cash | -585 | -25 | 7 |
Net cash provided by (used in) operating activities from continuing operations | -1,482 | 2,147 | 807 |
Cash flows from investing activities: | |||
Purchase of property and equipment | -41 | -62 | -188 |
Proceeds from sale of property and equipment | 2 | ||
Investment in available-for-sale marketable securities | -153 | -80 | -74 |
Proceeds from sale of available-for-sale marketable securities | 157 | 84 | 71 |
Net cash used in investing activities | -37 | -58 | -189 |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 14 | 90 | 303 |
Net cash provided by financing activities | 14 | 90 | 303 |
Increase (decrease) in cash and cash equivalents | -1,505 | 2,179 | 921 |
Cash and cash equivalents at the beginning of the year | 6,369 | 4,190 | 3,269 |
Cash and cash equivalents at the end of the year | 4,864 | 6,369 | 4,190 |
Supplemental disclosure of cash flows activities: | |||
Cash paid during the year for income taxes | $16 | $274 | $1,210 |
GENERAL
GENERAL | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
GENERAL [Abstract] | |||||||||||
GENERAL | NOTE 1:- GENERAL | ||||||||||
a. | Mer Telemanagement Solutions Ltd. (the "Company" or "MTS") was incorporated on December 27, 1995. MTS and its subsidiaries (the "Group") is a worldwide provider of telecom expense management (“TEM”), mobile virtual network enabler (“MVNE”) and mobile money services and solutions. | ||||||||||
The Company's wholly-owned subsidiaries in the United States and Hong Kong, namely, MTS IntegraTRAK Inc. and MTS Asia Ltd., respectively, act as marketing and customer service organizations in those countries. | |||||||||||
In March 2009, the Company discontinued the operations of TABS Brazil Ltda. its wholly owned subsidiary in Brazil. The local subsidiary's results of operations were classified as discontinued operations in the statement of operations. | |||||||||||
The summarized results of operations for TABS Brazil Ltda. for the years ended December 31, 2012, 2013 and 2014, are as follows: | |||||||||||
Year ended December 31, | |||||||||||
2012 | 2013 | 2014 | |||||||||
Net income from discontinued operations | $ | - | $ | 73 | $ | 80 | |||||
Basic and diluted net income per Ordinary share from discontinued operations | $ | - | $ | 0.02 | $ | 0.02 | |||||
b. | MTS's products are designed to provide telecommunication and information technology managers with tools to reduce communication costs, recover charges payable by third parties, and to detect and prevent abuse and misuse of telephone networks including fault telecommunication usage. MTS is a global provider of services and solutions in the TEM, cloud billing, MVNE and mobile money markets. The Company's TEM suite helps organizations reduce operational expenses, improve productivity and optimize networks and services associated with communications networks and information technology. MVNE and mobile money offerings enable mobile virtual network operators (“MVNOs”) and financial service providers to manage their customers' and resellers' lifecycles. The Company's shares are listed for trade on the NASDAQ Capital Market under the symbol "MTSL". | ||||||||||
c. | The Company incurred an accumulated deficit of approximately $ 14,744 since inception, and incurred operating losses in the period ended December 31, 2014. As of December 31, 2014, the Company's total shareholders' equity amounted to $ 5,632. During the year ended December 31, 2014, the Company incurred operating losses and cash flows used in operating activities amounting to $1,541 and $1,482 respectively. | ||||||||||
As of December 31, 2014, the Company had $5,000 in cash and cash equivalents and short-term marketable securities, out of which $136 held by the Company are pledged to secure future rent payments for the Company's facilities in Israel. | |||||||||||
Subsequent to the balance sheet date, the Company announced that it has signed a definitive agreement to acquire Vexigo Ltd., ("Vexigo"), a privately-held Israeli-based software company supporting video advertising over the internet and mobile devices, which will continue to operate as our wholly-owned subsidiary. Under the terms of the agreement, the Company will acquire 100% of the outstanding shares of Vexigo. Part of the consideration will be cash payment of $ 4,000. For more information see note 13 - subsequent event. | |||||||||||
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES | |||||||||
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). | ||||||||||
a. Use of estimates: | ||||||||||
The preparation of consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||
b. Financial statements in United State dollars: | ||||||||||
The majority of the revenues of the Group are generated in or linked to the U.S. dollar ("Dollar"). In addition, a substantial portion of the Group's costs are incurred in Dollar. The Company's management believes that the Dollar is the currency of the primary economic environment in which the Company and certain of its subsidiaries operate. Therefore, the functional and reporting currency of the Company and certain of its subsidiaries is the Dollar. | ||||||||||
Accordingly, monetary accounts maintained in currencies other than the Dollar are re-measured into Dollars in accordance with ASC 830, "Foreign Currency Matters." All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statements operations as financial income or expenses, as appropriate. | ||||||||||
For those foreign subsidiaries, whose functional currency has been determined to be their local currency, assets and liabilities are translated at the year- end exchange rates and statements operations items are translated at the average exchange | ||||||||||
rate prevailing during the period. The resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) in shareholders' equity or recorded in the consolidate statements of operations as financial income or expenses, as appropriate. | ||||||||||
c. Principles of consolidation: | ||||||||||
The consolidated financial statements include the accounts of the Group. Intercompany transactions and balances, including profits from intercompany sales not yet realized outside the Group, have been eliminated upon consolidation. | ||||||||||
d. Cash equivalents: | ||||||||||
Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. | ||||||||||
e. Restricted cash: | ||||||||||
Restricted cash is a deposit account which is held by the Company on behalf of Company's customers. The Company accrued expenses in this such amount. | ||||||||||
f. Marketable securities: | ||||||||||
The Company accounts for investments in debt and equity securities in accordance with ASC 320, "Debt and Equity Securities" ("ASC 320"). Management determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such determinations at each balance sheet date. The Company classifies all of its securities as available for sale carried at fair market value. Fair value is determined based on observable market value quotes. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in "accumulated other comprehensive income (loss)" in shareholders' equity. Realized gains and losses on sales of investments, are included in earnings and are derived using the specific identification method for determining the cost of securities (see also Note 3). Interest and dividends on securities are included in financial income (expense), net. | ||||||||||
The Company periodically reviews its marketable securities for impairment. If the Company concludes that any of these investments are impaired, the Company determines whether such impairment is "other-than-temporary" as defined under ASC 320-10-35. | ||||||||||
The Company accounts for investments in marketable securities in accordance with, ASC 320-10-65-1, "Recognition and Presentation of Other-Than-Temporary Impairments", that changed the impairment and presentation model for debt securities. Under the amended impairment model, other-than-temporary impairment loss is recognized in earnings if the entity has the intent to sell the debt security, or if it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. However, if an entity does not expect to sell a debt security, it still needs to evaluate expected cash flows to be received and determines if a credit loss exists. In the event of a credit loss, only the amount of impairment associated with the credit loss is recognized currently in earnings. During 2012, 2013 and 2014 no other-than-temporary impairments were recorded. For more information, see note 3. | ||||||||||
The marketable securities held by the Company are pledged to secure future rent payments for the Company's facilities in Israel. | ||||||||||
g. Property and equipment, net: | ||||||||||
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual depreciation rates: | ||||||||||
% | ||||||||||
Computers and peripheral equipment | 33 | |||||||||
Office furniture and equipment | 3 - 20 (mainly 7) | |||||||||
Leasehold improvements | Over the shorter of the lease term or | |||||||||
useful economic life | ||||||||||
h. Impairment of long-lived assets: | ||||||||||
The Company's long-lived assets and certain identifiable intangibles are reviewed for impairment in accordance with ASC 360, "Property, Plant and Equipment" ("ASC 360"), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2013 and 2014, no impairment losses were identified. | ||||||||||
i. Goodwill: | ||||||||||
Goodwill and other certain purchased intangible assets have been recorded in the Company's financial statements as a result of acquisitions. Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, "Intangible - Goodwill and Other," ("ASC 350") goodwill is not amortized, but rather is subject to an annual impairment test. | ||||||||||
ASC 350 requires goodwill to be tested for impairment at the reporting unit level at least annually or between annual tests in certain circumstances, and written down when | ||||||||||
impaired. Goodwill is tested for impairment by comparing the fair value of the reporting unit with its carrying value. | ||||||||||
ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the two-step impairment test is performed. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. | ||||||||||
The Company operates in two operating segments, which also comprise its reporting units: enterprise and service providers. As determined in previous years the Company's goodwill balance is assigned to the enterprise reporting unit. The Company elects to perform an annual impairment test of enterprise reporting unit as of September 30 of each year, or more frequently if impairment indicators are present. In 2014, for the enterprise reporting unit, the Company elected to bypass the qualitative assessment and proceeded directly to performing the first step of the goodwill impairment test. | ||||||||||
The Company performed the first step of the quantitative goodwill impairment test and concluded that the fair value of the reporting unit exceeded its carrying value, and therefore, no impairment of goodwill existed and the second step of the goodwill impairment test was not required. | ||||||||||
As of December 31, 2014, in light of the decrease in the Company's share price in the stock exchange, the Company further performed additional qualitative assessment for the enterprise reporting unit and concluded it is more likely than not that no impairment of goodwill exist. | ||||||||||
Fair value is determined using discounted cash flows. Significant estimates used in the fair value methodologies include estimates of future cash flows, future growth rates and the weighted average cost of capital of the reporting units. The Company engaged a third party specialist in order to perform the 2014 annual impairment tests. The Company performed the annual impairment tests during the fourth quarter of 2014 and did not identify any impairment losses. | ||||||||||
j. Intangible assets: | ||||||||||
Intangible assets that are considered to have definite useful life 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 in accordance with ASC 350. The Company's identifiable intangibles are reviewed for impairment in accordance with ASC 360 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of | ||||||||||
assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | ||||||||||
The Company's intangible assets were all acquired in connection with historical acquisitions. | ||||||||||
Developed technology is amortized over a period of four-to-eight years, customer relationships are amortized over a period of six to eight years and brand name are amortized over a period of eleven years. During 2012, 2013 and 2014, no impairment losses were identified. | ||||||||||
k. Severance pay: | ||||||||||
The Company's liability for severance pay for its Israeli employees is calculated pursuant to Israel's Severance Pay Law. Some of the Israeli employees are included under section 14 of the Israeli Severance Compensation Law ("Section 14"). Under Section 14, the Company's monthly deposits, at a rate of 8.33% of such employees' monthly salary, are made on their behalf with insurance companies on account of severance pay. Payments in accordance with Section 14 release the Israeli companies from any future severance payments in respect of those employees. Deposits under Section 14 are not recorded as an asset in the Company's balance sheet. | ||||||||||
Employees that are not subject to section 14 of the Israeli Severance Pay Law are entitled to a severance pay of one month's salary for each year of employment or a portion thereof. The Company's severance pay liability for employees, that are not subject to Section 14, is fully provided by an accrual and the monthly deposits with insurance policies is recorded as an asset in the Company's balance sheet. | ||||||||||
Severance expense for the years ended December 31, 2012, 2013 and 2014 amounted to approximately $ 165, $ 160 and $ 106, respectively. | ||||||||||
l. Revenue recognition: | ||||||||||
The Company generates revenues mainly from licensing the rights to use its software products and from providing maintenance, hosting and managed services, support and training. Certain software licenses require significant customization. The Company sells its products directly to end-users and indirectly through resellers and OEMs (who are considered end users). | ||||||||||
Revenues from maintenance, hosting and managed services are recognized when all criteria outlined in ASC 985-605, "Revenue Recognition -Software", are met. Revenue from license fees is recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, no significant obligations with regard to implementation remain, the fee is fixed or determinable and collectability is probable. The Company does not grant a right of return to its customers. | ||||||||||
Where software arrangements involve multiple elements, revenue should allocated to each undelivered element based on vendor specific objective evidence ("VSOE") of the fair values of each undelivered element in the arrangement, in accordance with the "residual method". The Company has an immaterial number of multiple element arrangements, therefore no VSOE is established. | ||||||||||
Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered element and is recognized as revenue when all revenue recognition criteria of ASC 985-605, as amended, are satisfied. Under the residual method, any discount in the arrangement is allocated to the delivered element. If sufficient specific objective evidence does not exist for all undelivered elements, revenue is deferred for the entire arrangement until all revenue recognition criteria are met for such undelivered elements. | ||||||||||
Revenues from maintenance and support services are recognized over the term of the maintenance and support agreement on a straight line basis. | ||||||||||
Revenues for hosting and managed services are recognized based on SAB 104 and ASC 605-25, when delivery has occurred or services have been rendered, the fee is fixed or determinable, collectability is probable and persuasive evidence of an arrangement exists. These revenues are recognized as one unit of accounting, on a straight-line basis over the term of the last undelivered element. | ||||||||||
Deferred revenues include advance and payment received under maintenance and support contracts, not yet been recognized as revenues. | ||||||||||
m. Research and development expenses: | ||||||||||
ASC 985, "Software", requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. | ||||||||||
Based on the Company's product development process, technological feasibility is established upon the completion of a working model. The Company does not incur material costs between the completion of a working model and the point at which the products are ready for general release. Therefore, research and development costs are charged to the statement of operations as incurred. | ||||||||||
n. Income taxes: | ||||||||||
The Group account for income taxes and uncertain tax positions in accordance with ASC Topic 740, "Income Taxes" ("ASC 740"). ASC 740 prescribes the use of the liability method, according to which deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided to reduce deferred tax assets to the amounts that are more likely-than-not to be realized. | ||||||||||
The Company implements a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with ASC 740. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. | ||||||||||
o. Accounting for share-based compensation ("ASC 718"): | ||||||||||
The Company accounts for share-based compensation in accordance with ASC 718, "Compensation - Stock compensation," which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees, directors and non-employees. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statement of operations. | ||||||||||
The Company recognizes these compensation costs net of a forfeiture rate and recognizes the compensation costs for only those shares expected to vest on an accelerated method over the requisite service period for each separately vesting portion of the award, which is the option vesting term of four years. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||
The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair-value method for its stock-option compensation awards and values restricted stock units based on the market value of the underlying shares at the date of grant. No options were granted during 2012. The Company estimates the fair value of stock options granted with the following weighted average assumptions for 2013 and 2014: | ||||||||||
Year ended December 31, | ||||||||||
Stock options | 2013 | 2014 | ||||||||
Expected volatility (1) | 91.4%-100.3 | % | 85.2 | % | ||||||
Risk-free interest (2) | 0.35%-0.78 | % | 0.93 | % | ||||||
Dividend yield (3) | 0 | % | 0 | % | ||||||
Expected life (years) (4) | 3.34-3.75 | 3.75 | ||||||||
-1 | The computation of expected volatility is based on realized historical share price volatility of the Company's stock. | |||||||||
-2 | The risk-free interest rate is based on the yield from U.S. Treasury Bonds with an equivalent term; | |||||||||
-3 | The dividend yield assumption is based on the Company's historical experience and expectation of future dividend payouts. The Company has historically not paid dividends and has no foreseeable plans to pay cash dividends in the future. | |||||||||
-4 | Expected term of options granted represents the period of time that options granted are expected to be outstanding, and is estimated based on the Company's history. | |||||||||
The Company applies ASC 505-50 "Equity-Based Payment to Non-Employees" ("ASC 505-50") with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the measurement date. | ||||||||||
p. Fair value of financial instruments: | ||||||||||
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: | ||||||||||
The carrying amounts of cash and cash equivalents, restricted cash, marketable securities, trade receivables, other accounts receivable, trade payables and accrued liabilities approximate their fair value, due to their short-term maturity of such instruments. | ||||||||||
The Company applies ASC 820 "Fair value Measurement" ("ASC 820") which clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. 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 a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: | ||||||||||
Level 1 - | quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2 - | inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||
Level 3 - | unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||
The marketable securities fair value, based on quoted market prices, classified within level 1 (see also note 3). The derivatives instruments are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. | ||||||||||
q. Concentrations of credit risk: | ||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, marketable securities, trade receivables and other account receivable. | ||||||||||
Cash and cash equivalents are deposited with major banks in Israel, Hong Kong, and in the United States. Such deposits in the United States may be in excess of insured limit and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company's investments are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these investments. | ||||||||||
The Company's customers are located mainly in the United States (see Note 12). The Company performs ongoing credit evaluations of its customers. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. | ||||||||||
The allowance for doubtful accounts is determined with respect to specific debts that are doubtful of collection according to management estimates. | ||||||||||
The Company's marketable securities include investments in equity securities and Israeli government securities. Management believes that the portfolio is well diversified, and accordingly, minimal credit risk exists with respect to these marketable securities. The Company has no off-balance-sheet concentrations of credit risk. | ||||||||||
r. Basic and diluted net earnings (loss) per share: | ||||||||||
Basic net earnings (loss) per share are computed based on the weighted average number of Ordinary shares outstanding during each year. Diluted net earnings (loss) per share is computed based on the weighted average number of Ordinary shares outstanding during each year, plus dilutive potential Ordinary shares considered outstanding during the year, in accordance with ASC topic 260, "Earnings Per Share" ("ASC 260"). | ||||||||||
Basic net earnings per share are computed based on the weighted average number of Ordinary shares outstanding during each year. In 2012 and 2013, 52,707 and 61,736, respectively, options have been included in the calculation of the diluted net earnings per Ordinary share, the effect on the above-mentioned amount was immaterial. | ||||||||||
s. Derivatives instruments: | ||||||||||
ASC 815, "Derivatives and Hedging"("ASC 815"), as amended, requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive loss until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings. The Company uses derivatives to hedge certain cash flow foreign currency exposures in order to further reduce the Company's exposure to foreign currency risks. | ||||||||||
The Company entered into put option contracts to hedge certain transactions denominated in foreign currencies. The purpose of the Company's foreign currency hedging activities is to protect the Company from risk that the eventual dollar cash flows from international activities will be adversely affected by changes in the exchange rates. The Company's put option contracts did not qualify as hedging instruments under ASC 815. | ||||||||||
Changes in the fair value of put option contracts are reflected in the consolidated statements of operations as financial income or expense, when occur. | ||||||||||
During 2012, 2013 and 2014, the Company entered into forward, call and put option contracts in the aggregated notional amount of $ 3,750, $ 2,400 and $ 3,350, respectively, that converted a portion of its floating currency liabilities to a fixed rate basis, thus reducing the impact of the exchange rate fluctuations on the Company's cash flow. In 2012, 2013 and 2014, the revaluation profit from these contracts with respect to the above transactions were $ 47, $ 65 and $ 79, respectively, and are presented in the statements of operations as financial income (expense), net. As of December 31, 2014, the Company had outstanding call and put option contracts in the amount of $ 1,700. | ||||||||||
t. Comprehensive income (loss): | ||||||||||
The Company accounts for comprehensive income (loss) in accordance with ASC Topic 220, "Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income (loss) generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, stockholders. In May 2011, the FASB issued guidance that changed the requirement for presenting "Comprehensive Income" in the consolidated financial statements. | ||||||||||
u. Reclassification: | ||||||||||
Certain amounts in prior years have been reclassified to conform to the current year's presentation. | ||||||||||
v. Impact of recently issued accounting standards | ||||||||||
1. In April 2014, the FASB issued amended guidance related to discontinued operations. The new guidance limits the presentation of discontinued operations to business circumstances when the disposal of the business operation represents a strategic shift that has had or will have a major effect on operations and financial results. This guidance is effective for fiscal years beginning January 1, 2015. We believe that the adoption of this new standard will not materially impact its consolidated financial statements. | ||||||||||
2. In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers" which supersedes the revenue recognition requirements in "Revenue Recognition"(Topic 605), and requires entities to recognize revenue when it transfers promised goods or services to customers in an | ||||||||||
amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods and services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements. | ||||||||||
3. In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, which defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. | ||||||||||
MARKETABLE_SECURITIES
MARKETABLE SECURITIES | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
MARKETABLE SECURITIES [Abstract] | |||||||||||||||||||||||||||||||||
MARKETABLE SECURITIES | NOTE 3:- MARKETABLE SECURITIES | ||||||||||||||||||||||||||||||||
The following is a summary of the Company's accumulated gross unrealized gains/ losses from investment in marketable securities as of December 31, 2014: | |||||||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-14 | ||||||||||||||||||||||||||||||||
Amortized | Gross unrealized | Gross unrealized | Fair | Amortized | Gross unrealized | Gross unrealized | Fair | ||||||||||||||||||||||||||
market | market | ||||||||||||||||||||||||||||||||
cost | gains | losses | value | cost | gains | losses | value | ||||||||||||||||||||||||||
Available-for-sale: | |||||||||||||||||||||||||||||||||
Equity securities | $ | 65 | $ | 10 | $ | (1 | ) | $ | 74 | $ | 62 | $ | (3 | ) | $ | 59 | |||||||||||||||||
Corporate bonds | 36 | 6 | - | 42 | 23 | 1 | 24 | ||||||||||||||||||||||||||
Israeli Government debt | 34 | 3 | - | 37 | 56 | (3 | ) | 53 | |||||||||||||||||||||||||
$ | 135 | $ | 19 | $ | (1 | ) | $ | 153 | $ | 141 | $ | 1 | $ | (6 | ) | $ | 136 | ||||||||||||||||
The net realized gains (losses) on sales of available-for-sale securities of $ (6), $ 1 and $ 10 in 2012, 2013 and 2014, respectively, were recorded in financial income (expense), net. | |||||||||||||||||||||||||||||||||
The amortized cost and fair value of debt and securities as of December 31, 2013 and 2014, by contractual maturity, are shown below: | |||||||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-14 | ||||||||||||||||||||||||||||||||
Amortized cost | Fair market value | Amortized cost | Fair market value | ||||||||||||||||||||||||||||||
Matures up to one year | $ | 79 | $ | 87 | $ | 124 | $ | 118 | |||||||||||||||||||||||||
Matures after one year through five years | 28 | 32 | 14 | 15 | |||||||||||||||||||||||||||||
Matures after five years | 12 | 15 | 3 | 3 | |||||||||||||||||||||||||||||
Equity securities - no definite maturity date | 16 | 19 | - | - | |||||||||||||||||||||||||||||
Total | $ | 135 | $ | 153 | $ | 141 | $ | 136 | |||||||||||||||||||||||||
The marketable securities are restricted in order to secure the Company's obligations under an office lease (see Note 8). | |||||||||||||||||||||||||||||||||
OTHER_ACCOUNTS_RECEIVABLE_AND_
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES [Abstract] | |||||||||
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | NOTE 4:- OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | ||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Government authorities | $ | 12 | $ | 20 | |||||
Prepaid expenses | 60 | 23 | |||||||
Lease deposits | 41 | 8 | |||||||
Related parties | 6 | 10 | |||||||
Others | 28 | 14 | |||||||
$ | 147 | $ | 75 |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | |||||||||
PROPERTY AND EQUIPMENT | NOTE 5:- PROPERTY AND EQUIPMENT | ||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Cost: | |||||||||
Computers and peripheral equipment | $ | 813 | $ | 851 | |||||
Office furniture and equipment | 186 | 189 | |||||||
Leasehold improvements | 29 | 29 | |||||||
1,028 | 1,069 | ||||||||
Accumulated depreciation: | |||||||||
Computers and peripheral equipment | 678 | 775 | |||||||
Office furniture and equipment | 151 | 160 | |||||||
Leasehold improvements | 16 | 16 | |||||||
Accumulated depreciation | 845 | 951 | |||||||
Depreciated cost | $ | 183 | $ | 118 | |||||
The depreciation expense for the years ended December 31, 2012, 2013 and 2014 amounted to $ 102, $ 124 and $ 106, respectively. | |||||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
INTANGIBLE ASSETS [Abstract] | |||||||||
INTANGIBLE ASSETS | NOTE 6:- INTANGIBLE ASSETS | ||||||||
a. Intangibles consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Cost: | |||||||||
Development technology | $ | 2,170 | $ | 2,170 | |||||
Customer relationships | 1,015 | 1,015 | |||||||
Brand name | 229 | 229 | |||||||
3,414 | 3,414 | ||||||||
Accumulated amortization: | |||||||||
Development technology | 1,798 | 1,922 | |||||||
Customer relationships | 945 | 978 | |||||||
Brand name | 104 | 125 | |||||||
2,847 | 3,025 | ||||||||
Amortized cost | $ | 567 | $ | 389 | |||||
b. Amortization expense amounted to $ 291, $ 192 and $ 178 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||||||
c. Estimated amortization expense for: | |||||||||
Year ended December 31, | US $ | ||||||||
2015 | 166 | ||||||||
2016 | 160 | ||||||||
2017 | 21 | ||||||||
2018 | 21 | ||||||||
2019 | 21 | ||||||||
$ | 389 |
ACCRUED_EXPENSES_AND_OTHER_LIA
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | |||||||||
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 7:- ACCRUED EXPENSES AND OTHER LIABILITIES | ||||||||
December 31, | |||||||||
2013 | 2014 | ||||||||
Employees and payroll accruals | $ | 1,013 | $ | 489 | |||||
Institutions and income tax payable | 134 | 149 | |||||||
Accrued expenses | 1,007 | 1,477 | |||||||
Related parties | 46 | 137 | |||||||
$ | 2,200 | $ | 2,252 |
COMMITMENTS_AND_CONTINGENT_LIA
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENT LIABILITIES [Abstract] | |||||
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 8:- COMMITMENTS AND CONTINGENT LIABILITIES | ||||
a. Lease commitments: | |||||
The Group lease office space and motor vehicles through operating leases. The facilities of the Company and its subsidiaries are leased for periods ending February 2019. Future minimum lease commitments under non-cancelable operating leases as of December 31, 2014 are as follows: | |||||
Year ended December 31, | US $ | ||||
2015 | 185 | ||||
2016 | 74 | ||||
2017 | 58 | ||||
2018 | 58 | ||||
2019 | 10 | ||||
385 | |||||
Operating lease expenses for the years ended December 31, 2012, 2013 and 2014 were approximately $ 462, $ 480 and $ 379, respectively. | |||||
b. Royalty commitments: | |||||
The Company is committed to pay royalties to the Office of the Chief Scientist ("OCS") of the Ministry of Industry, Trade and Labor of the Government of Israel on proceeds from sales of products resulting from the research and development projects in which the OCS participated. In the event that development of a specific product in which the OCS participated is successful, the Company will be obligated to repay the grants through royalty payments at the rate of 3% to 5% based on the sales of the Company, up to 100%-150% of the grants received linked to the dollar. Grants received after January 1999 is subject to interest at a rate equal to the 12 month LIBOR rate. The obligation to pay these royalties is contingent upon actual sales of the products and, in the absence of such sales, no payment is required. | |||||
As of December 31, 2014, the Company had a contingent liability to pay royalties in the amount of approximately $ 8,534 plus interest for grants received after January 1999. | |||||
The Company has paid or accrued royalties in its cost of revenues relating to the repayment of such OCS grants in the amount of $ 200, $ 136 and $ 103 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||
c. Claims and demands: | |||||
1. In April 2000, the Israeli Tax Authorities (the "ITA") issued a demand to the Company for a tax payment for the period of 1997-1999 in the amount of approximately NIS 6 million ($ 1,607 as of December 31, 2012). The Company appealed the demand to the Israeli Tel Aviv District. | |||||
In October 2012, the Tel Aviv District Court rendered its decision, according to which, the Company's claims were partly accepted and partly denied. According to the court ruling and the final assessment letter from the ITA, the Company had to pay approximately $ 1,430, of which $ 1,190 was paid during 2012 and $ 240 was paid in 2013. | |||||
2. Claims related to discontinued operations: | |||||
The Company is a party to various claims that arose in TABS Brazil. Accordingly, the Company recorded a provision of approximately $ 153 in respect of such claims in accordance with ASC 450, "Contingencies", based on the opinion of Company's management. | |||||
During August 2007, TABS Brazil was ordered by the Labor Law Court in Brazil to pay approximately $62 to one of its former employees. Such amount bears a 1% interest rate per month from the date that the claim was filed. The Company recorded a provision in its financial statements for the total amount of the claim. As of December 31, 2014 total claims related to discontinue operations amounted to $ 282. | |||||
3. In September 2010, Asentinel LLC ("Asentinel"), a competitor of the Company, filed a patent infringement complaint against AnchorPoint (now known as The Info Group Inc.), from whom the Company purchased certain assets in December 2008, and two other defendants, in the United States District Court for the Western District of Tennessee. On December 2, 2011 the Company entered into a settlement agreement with Asentinel, according to which the Company made a lump sum payment for the alleged past damages, which was expensed in 2011, and Asentinel granted the Company a license to use certain of its patents in return for ongoing annual royalty payments for periods subsequent to January 1, 2012. During 2014 the Company recorded royalty payments in cost of revenues with respect to Asentinel in the amount of $ 38. | |||||
4. The Israeli Government, through the Fund for Encouragement of Marketing Activities, awarded C. Mer Industries Ltd., a related party of the Company grants for participation in foreign marketing expenses, partially related to the Company's marketing activities for the years 1996 - 1998. During 2012, the Company received through an affiliated company a demand with respect to the reimbursement of above-mentioned grants. As of December 31, 2013 and 2014, the Company made a provision in the amount that was considered probable. | |||||
d. Guarantees: | |||||
The Company provided a bank guarantee in the amount of $ 66 to secure its obligations under one of its lease agreements, see also Note 3. | |||||
TAXES_ON_INCOME
TAXES ON INCOME | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
TAXES ON INCOME [Abstract] | |||||||||||||||||||||
TAXES ON INCOME | NOTE 9:- TAXES ON INCOME | ||||||||||||||||||||
a. Israeli taxation: | |||||||||||||||||||||
1. Corporate tax rates: | |||||||||||||||||||||
On July 30, 2013, the Israeli Parliament approved the second and third readings of the Economic Plan for 2013-2014 ("Amended Budget Law") which consists, among others, of fiscal changes whose main aim is to enhance the collection of taxes in those years. These changes include, among others, raising the Israeli corporate tax rate from 25% to 26.5% effective from January 1, 2014. | |||||||||||||||||||||
2. Tax benefits under the Law for the Encouragement of Capital Investments, 1959 ("the Law"): | |||||||||||||||||||||
According to the Law, the Company is entitled to various tax benefits by virtue of the "approved enterprise" status granted to part of their enterprises, as implied by this Law. The principal benefits by virtue of the Law are: | |||||||||||||||||||||
According to the provisions of the Law, the Company has chosen to enjoy the "Alternative" track. Under this track, the Company is tax exempt in the first two years of the benefit period and subject to tax at the reduced rate of 10%-25% for a period of several years for the remaining benefit period. | |||||||||||||||||||||
Another condition for receiving the benefits under the alternative track is a minimum qualifying investment. This condition requires an investment in the acquisition of productive assets such as machinery and equipment which must be carried out within three years. The minimum qualifying investment required for setting up a plant is NIS 300,000. As for plant expansions, the minimum qualifying investment is the higher of NIS 300,000 and an amount equivalent to the "qualifying percentage" of the value of the productive assets. Productive assets that are used by the plant but not owned by it will also be viewed as productive assets. The Company was eligible under the terms of minimum qualifying investment and elected 2008 as its "year of election". | |||||||||||||||||||||
The qualifying percentage of the value of the productive assets is as follows: | |||||||||||||||||||||
The value of productive | The new proportion that the required investment bears to the value of productive assets | ||||||||||||||||||||
assets before the expansion | |||||||||||||||||||||
(NIS in millions) | |||||||||||||||||||||
Up to NIS 140 (app. $ 40) | 12% | ||||||||||||||||||||
NIS 140 - NIS 500 (app. $ 40 - $ 144) | 7% | ||||||||||||||||||||
More than NIS 500 (app.$ 144) | 5% | ||||||||||||||||||||
The income qualifying for tax benefits under the alternative track is the taxable income of a company that has met certain conditions as determined by the Investment Law ("a beneficiary company"), and which is derived from an industrial enterprise. The Investment Law specifies the types of qualifying income that is entitled to tax benefits under the alternative track with respect of an industrial enterprise, whereby income from an industrial enterprise includes, among others, revenues from the production and development of software products and revenues from industrial research and development activities performed for a foreign resident (and approved by the Head of the Administration of Industrial Research and Development). | |||||||||||||||||||||
The benefit period starts with the first year the beneficiary enterprise earns taxable income, provided that 14 years have not passed since the approval was granted and 12 years have not passed since the enterprise began operating. In respect of expansion programs pursuant to Amendment No. 60 to the Investment Law, the benefit period starts at the later of the year elected and the first year the Company earns taxable income provided that 12 years have not passed since the beginning of the year of election. The respective benefit period has not yet begun. | |||||||||||||||||||||
The above benefits are contingent upon the fulfillment of the conditions stipulated by the Investment Law, regulations published there-under and the letters of approval for the investments in the approved enterprises, as above. Non-compliance with the conditions may cancel all or part of the benefits and refund of the amount of the benefits, including interest. Management believes that the Company is meeting the aforementioned conditions. | |||||||||||||||||||||
Amendments to the Investment Law: | |||||||||||||||||||||
In December 2010, the "Knesset" passed the Investment Law for Economic Policy for 2011 and 2012 (Amended Legislation), 2011, which prescribes, among other things, amendments to the Investment Law. The amendment became effective as of January 1, 2011. According to the amendment, the benefit tracks in the Law were modified and a flat tax rate applies to the Company's entire preferred income. The Company will be able to opt to apply (the waiver is non-recourse) the amendment and from then on it will be subject to the amended tax rates that are: 2011, 2012 and 2013 - 15% (in development area A - 10%); 2014 and 2015 - 16 % (in development area A - 9%). | |||||||||||||||||||||
As of December 31, 2014, the Company chose not to adopt this amendment, but may elect to do so in the future. | |||||||||||||||||||||
3. Tax assessments: | |||||||||||||||||||||
The Company has received final tax assessments until the 2010 tax year. | |||||||||||||||||||||
4. Tax benefits under the Law for the Encouragement of Industry (Taxation), 1969: | |||||||||||||||||||||
The Law for the Encouragement of Industry (Taxation), 1969, provides several tax benefits for industrial companies. An industrial company is defined as a company resident in Israel, at least 90% of the income of which in a given tax year exclusive of income from specified government loans, capital gains, interest and dividends, is derived from an industrial enterprise owned by it. An industrial enterprise is defined as an enterprise whose major activity in a given tax year is industrial production activity. | |||||||||||||||||||||
MTS is currently qualified as an "industrial company" under the above definition and, as such, is entitled to certain tax benefits, mainly accelerated depreciation of machinery and equipment, as prescribed by regulations published under the Inflationary Adjustments Law, the right to claim public issuance expenses and amortization of intangible property rights as a deduction for tax purposes. | |||||||||||||||||||||
Eligibility for benefits under the Law for the Encouragement of Industry (Taxation), 1969, is not subject to receipt of prior approval from any governmental authority. No assurance can be given that the Israeli Tax Authorities will agree that the Company qualifies, or, if the Company qualifies, then the Company will continue to qualify as an industrial company or that the benefits described above will be available to the Company in the future. | |||||||||||||||||||||
5. Tax Benefits for Research and Development: | |||||||||||||||||||||
Israeli tax law permits, under some conditions, a tax deduction for expenditures in the year incurred, including capital expenditures, in scientific research and development projects. The deduction is permitted if, among other things, the expenditures are approved by the relevant government ministry and the research and development is for the promotion of the enterprise and is carried out by, or on behalf of, a company seeking the deduction. | |||||||||||||||||||||
The OCS has approved some of the Company's research and development programs and the Company has been able to deduct, for tax purposes, a portion of its research and development expenses net of the grants received. Other research | |||||||||||||||||||||
and development expenses that are not approved may be deducted for tax purposes in three equal installments during a three-year period. | |||||||||||||||||||||
b. Income taxes on non-Israeli subsidiaries: | |||||||||||||||||||||
Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence. | |||||||||||||||||||||
c. Net operating loss carry-forwards: | |||||||||||||||||||||
As of December 31, 2014, the Company and its subsidiaries in Hong Kong and the U.S. had an estimated total amount of available carry-forward tax losses of approximately $ 18,552, $ 324 and $ 734, respectively, to offset against future taxable profits. The operating tax loss carry-forwards in Israel may be offset indefinitely against operating income. In addition, as of December 31, 2014, the Company had capital losses in the amount of approximately $ 494 that can be carried forward indefinitely. | |||||||||||||||||||||
MTS IntegraTRAK is subject to U.S. income taxes. Total net operating loss carry-forwards of approximately $ 734 as of December 31, 2014, will expire in the years 2021 to 2028. The Company's management believes that utilization of the U.S. net operating losses may be subject to substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. Such annual limitation may result in the expiration of net operating losses before utilization. | |||||||||||||||||||||
d. Deferred income taxes: | |||||||||||||||||||||
Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Group's deferred tax liabilities and assets are as follows: | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
Deferred tax liability: | |||||||||||||||||||||
Tax loss carry-forwards | $ | 5,377 | $ | 5,221 | |||||||||||||||||
Allowances for doubtful accounts and accruals for employee benefits | 95 | 84 | |||||||||||||||||||
Intangible assets | 103 | 96 | |||||||||||||||||||
Depreciation, accruals for interest and other | 721 | 732 | |||||||||||||||||||
Deferred tax asset before valuation allowance | 6,296 | 6,133 | |||||||||||||||||||
Goodwill | (674 | ) | (888 | ) | |||||||||||||||||
Valuation allowance | (5,651 | ) | (5,299 | ) | |||||||||||||||||
Deferred tax liability, net | $ | (29 | ) | $ | (54 | ) | |||||||||||||||
The Company and certain of its subsidiaries have provided valuation allowances in respect of deferred tax assets resulting from tax loss carry-forwards and other temporary differences, since they have a history of losses incurred over the past years. Management currently believes that it is more likely than not that part of the deferred tax relating to the loss carry-forwards in the Company and its subsidiaries and other temporary differences will not be realized in the foreseeable future. | |||||||||||||||||||||
e. A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the statements of operations is as follows: | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Income (loss) before taxes on income, net, as reported in the statements of operations from continuing operations | $ | 2,102 | $ | 1,768 | $ | (1,636 | ) | ||||||||||||||
Tax rates | 25 | % | 25 | % | 26.5 | % | |||||||||||||||
Theoretical tax expense (benefit) | $ | 526 | $ | 442 | $ | (434 | ) | ||||||||||||||
Increase in taxes resulting from: | |||||||||||||||||||||
Effect of different tax rates | 25 | 27 | 15 | ||||||||||||||||||
U.S. state tax | 26 | 35 | 19 | ||||||||||||||||||
Utilization of carry-forward tax losses for which valuation allowance was provided | (380 | ) | - | - | |||||||||||||||||
Taxes in respect of previous years as a result of court ruling | 1,415 | - | 6 | ||||||||||||||||||
Changes in provision for uncertain tax positions | (362 | ) | 1 | 1 | |||||||||||||||||
Change in valuation allowance | (340 | ) | 148 | 317 | |||||||||||||||||
Deferred taxes for which valuation allowance was provided | (174 | ) | (218 | ) | 130 | ||||||||||||||||
Taxes on income, net, as reported in the statements of operations | $ | 736 | $ | 435 | $ | 54 | |||||||||||||||
f. Income (loss) before income taxes is comprised as follows: | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Domestic | $ | 1,808 | $ | 1,561 | $ | (1,785 | ) | ||||||||||||||
Foreign | 294 | 207 | 149 | ||||||||||||||||||
$ | 2,102 | $ | 1,768 | $ | (1,636 | ) | |||||||||||||||
g. Taxes on income are comprised as follows: | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Current taxes | $ | 26 | $ | 35 | $ | 23 | |||||||||||||||
Deferred taxes | (340 | ) | 400 | 25 | |||||||||||||||||
Taxes in respect of previous years as a result of court ruling | 1,050 | - | 6 | ||||||||||||||||||
$ | 736 | $ | 435 | $ | 54 | ||||||||||||||||
Foreign | $ | 57 | $ | 64 | $ | 45 | |||||||||||||||
h. As of December 31, 2014, the Company had a liability for unrecognized tax benefits of $ 102. A reconciliation of the opening and closing amounts of unrecognized tax benefits is as follows: | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
Balance as of beginning of the year | $ | 100 | $ | 101 | |||||||||||||||||
Additions based on tax positions taken during the current period | 1 | 1 | |||||||||||||||||||
Balance at the end of the year | $ | 101 | $ | 102 |
RELATED_PARTY_TRANSACTIONS_AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES [Abstract] | |||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | NOTE 10:- RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
a. The Company receives certain services from C. Mer Industries Ltd. ("C. Mer"), a publicly traded company. Mr. Chaim Mer, the Company's chairman of the board and Mr. Isaac Ben Bassat, a director of the Company, are members of the controlling group of C. Mer. These services include reimbursement for shared expenses related to a commercial insurance policy. For the years ended December 31, 2012, 2013 and 2014, the Company paid or accrued $ 13, $ 16 and $ 11, respectively, with respect to the above mentioned expenses. In 2012 MTS Ltd. engaged with Mer Telecom Ltd., a subsidiary of C. Mer, in a deployment of its mobile financial services ("MFS") solution for a customer in Africa and completed the deployment in 2013. The Company recorded revenue in the amount of $ 0, $ 29 and $ 33 in 2012, 2013 and 2014, respectively. As of December 31, 2013 the solution was implemented, but the customer has not yet activated the solution. | |||||||||||||||||
In 2014 the Company engaged with Athena Ltd., a subsidiary of C. Mer, in a deployment of a MFS solution for a customer in Africa in amount of $ 65. As of December 31, 2014, the solution was not completed or delivered and therefore revenue was not recognized. | |||||||||||||||||
From January 1, 2009 until September 2011, as part of the acquisition of certain assets and liabilities of AnchorPoint, the Company received certain services from Data Distributors Inc., a company controlled by Mr. Roger Challen, a director of the Company and the controlling shareholder of the Info Group Inc., a beneficial owner of 21.2% of the Company's Ordinary shares as of December 31, 2014. These services include reimbursement for shared expenses, development and IT services, other administrative services, and rental related fees. Expenses recognized with respect to the above mentioned services were approximately $ 0, $ 0 and $ 30 for the years ended December 31, 2012, 2013 and 2014, respectively. In addition, the Company rents an office in Powder Springs, Georgia, from Mr. Challen, under a month-to-month lease. For the year ended December 31, 2012, 2013 and 2014, the Company paid or accrued $ 56, $56, $ 56 with respect to the above mentioned rent expenses. | |||||||||||||||||
On March 25, 2009, the Company's Audit Committee and Board of Directors approved a transaction with Mer& Co. (1982) Ltd., ("Mer & Co"), a subsidiary of C. Mer. According to the terms of the transaction, the Company will sell its products to Mer & Co, which has an Israel Defense Forces approved supplier number, and Mer & Co will represent the Company and resell its products to the Israeli Defense Forces. During 2012, 2013 and 2014, revenues from the abovementioned transaction amounted to $101, $45 and $ 4 respectively. | |||||||||||||||||
b. Balances and transactions with related parties were as follows: | |||||||||||||||||
1. Balances with related parties: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2014 | ||||||||||||||||
Other accounts receivable and prepaid expenses (see Note 4) | $ | 6 | 10 | ||||||||||||||
Other accounts payable and accrued expenses (see Note 7) | $ | 46 | 137 | ||||||||||||||
2. Transactions with related parties: | |||||||||||||||||
Year ended December 31, | |||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||
Revenues derived from a related party | $ | 101 | $ | 74 | 37 | ||||||||||||
Amounts charged by related parties: | |||||||||||||||||
Cost of revenues | $ | 53 | $ | 16 | 83 | ||||||||||||
Operating expenses | 121 | 195 | 180 | ||||||||||||||
$ | 174 | $ | 211 | 263 |
SHAREHOLDERS_EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
SHAREHOLDERS' EQUITY [Abstract] | |||||||||||||||||||
SHAREHOLDERS' EQUITY | NOTE 11:- SHAREHOLDERS' EQUITY | ||||||||||||||||||
a. Share capital: | |||||||||||||||||||
The Ordinary shares entitle their holders the right to receive notice to participate in and vote at general meetings of the Company and the right to receive cash dividends, if declared. | |||||||||||||||||||
b. Share options: | |||||||||||||||||||
MTS has authorized, through its 1996 Incentive Share Option Plan (the "Plan"), to grant options to purchase up to 750,000 of MTS's Ordinary shares to officers, employees and directors of MTS or any subsidiary, pursuant to section 102 of the Israel Income Tax Ordinance. Any option, which is canceled or forfeited before expiration, will become available for future grants. | |||||||||||||||||||
Each option granted under the Plan is exercisable until the earlier of five years from the date of the grant of the option or the expiration dates of the option plan. The exercise price of the options granted under the plans may not be less than the nominal value of the shares into which such options were exercised. The options primarily vest gradually over four years of employment. | |||||||||||||||||||
In 2003, pursuant to an amendment in section 102 of the Israeli Income Tax Ordinance the Company rolled-over the remaining 446,958 options available at that time under the Plan for future grants under the 2003 Incentive Share Option Plan (the "2003 Plan") that conforms with the amended provisions of section 102 of the Israel Income Tax Ordinance. In August 2013, shareholders approved amendments to the 2003 Plan. Its term was extended by ten years so that the 2003 Plan will expire on November 30, 2023, unless further extended. The number of ordinary shares issuable under the 2003 Plan was increased by an additional 500,000 Ordinary shares, so that the Company is entitled to issue up to 946,957 ordinary shares under the 2003 Plan. | |||||||||||||||||||
In June 2006, the Company authorized pursuant to its 2006 Stock Option plan (the "2006 Plan"), to grant options to officers, employees and directors of MTS IntegraTRAK or any subsidiary of up to 200,000 of the Company's Ordinary shares. Each option granted under the 2006 Plan may be either an option intended to be treated as an "incentive stock option", within the meaning of section 422 of the Internal Revenue Code of 1986, as amended, or an option that will be treated as a "non-qualified stock option". | |||||||||||||||||||
At the Company's 2011 annual general meeting, shareholders approved an amendment to the 2006 Plan to provide for the issuance thereunder of an additional 200,000 Ordinary shares and to increase the total number of Ordinary shares with respect to which options may be granted there-under to any eligible employee during any 12 month period to 150,000 Ordinary shares, subject to adjustment as provided in the 2006 Plan. | |||||||||||||||||||
At the Company's 2013 annual general meeting, shareholders approved an amendment to the 2006 Plan to provide for the issuance thereunder of an additional 150,000 Ordinary shares, such that the Company will be entitled to issue options to purchase up to 550,000 Ordinary shares under the 2006 Plan. Each option granted under the 2006 Plan is exercisable until the earlier of five years from the date of the grant of the option or the expiration dates of the option plan. The exercise price of the options granted under the 2006 Plan may not be less than the fair market value of an Ordinary share determined as of the date of grant of the option. | |||||||||||||||||||
During 2014 7,078 options were exercised under the 2006 Plans. | |||||||||||||||||||
As of December 31, 2014 926,708 Ordinary shares are available for future option grants. | |||||||||||||||||||
c. A summary of option activity under the Company's stock option plans to its employees as of December 31, 2014 and changes during the year ended December 31, 2014 are as follows: | |||||||||||||||||||
Number of options | Weighted-average exercise price | Weighted-average | Aggregate intrinsic value | ||||||||||||||||
remaining contractual term | |||||||||||||||||||
(in years) | |||||||||||||||||||
Outstanding at January 1, 2014 | 403,250 | $ | 1.86 | ||||||||||||||||
Granted | 75,000 | $ | 1.38 | ||||||||||||||||
Exercised | 7,078 | $ | 0.28 | ||||||||||||||||
Expired and forfeited | 114,672 | $ | 2.49 | ||||||||||||||||
Outstanding at December 31, 2014 | 356,500 | $ | 1.68 | 2.69 | $ | (214.36 | ) | ||||||||||||
Vested and expected to vest | 298,856 | $ | 1.68 | 2.66 | $ | (205.48 | ) | ||||||||||||
Exercisable at December 31, 2014 | 56,000 | $ | 0.51 | 2.35 | $ | (53.87 | ) | ||||||||||||
The weighted average grant-date fair value of options granted during 2013 and 2014 was $ 1.45 and $ 1.38 per option, respectively. | |||||||||||||||||||
The total compensation cost related to options granted to employees under the Company's share-based compensation plans recognized for the years ended December 31, 2012, 2013 and 2014 amounted at $ 41, $ 93 and $ 84, respectively, net of estimated forfeitures. | |||||||||||||||||||
As of December 31, 2014, there was $ 80 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company's stock option plans. That cost is expected to be recognized over a weighted-average period of three years. | |||||||||||||||||||
d. Total stock-based compensation expenses recognized in 2012, 2013 and 2014: | |||||||||||||||||||
The total stock-based compensation expense related to employees' equity-based awards, recognized for the years ended December 31, 2012, 2013 and 2014, was comprised as follows: | |||||||||||||||||||
Year ended December 31, | |||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||
Cost of revenues | $ | - | $ | 7 | $ | 11 | |||||||||||||
Research and development expenses | 1 | 7 | 13 | ||||||||||||||||
Selling and marketing | 1 | - | 1 | ||||||||||||||||
General and administrative expenses | 39 | 79 | 59 | ||||||||||||||||
$ | 41 | $ | 93 | $ | 84 | ||||||||||||||
e. Options to non-employees: | |||||||||||||||||||
Issuance date | In connection with | Number of options granted | Options exercisable | Exercise price per share | Exercisable through | ||||||||||||||
8-Aug-13 | consultant | 40,000 | - | 2.08 | August 2018 | ||||||||||||||
At the Company's 2013 annual general meeting, shareholder approved the grant of options to one of the Company's consultants, who also serves as a director of the Company, to purchase 40,000 ordinary shares. In January 2014 those options expired since the Company's consultant resigned as a director of the Company effective January 31, 2014. | |||||||||||||||||||
In November 2011, the Company granted 7,250 options to a consultant. The Company accounted for its outstanding options to non-employees under the fair value method of ASC 505-50. The fair value for these options was estimated at the measurement date using the Black-Scholes-Merton option-pricing model. Compensation income (expense) related to the grant of stock options to non-employees amounted to $ (3) $ (14) and $ 15 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||||||||||||||||
REPORTABLE_SEGMENTS_AND_GEOGAP
REPORTABLE SEGMENTS AND GEOGAPHIC INFORMATION | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
REPORTABLE SEGMENTS AND GEOGAPHIC INFORMATION [Abstract] | |||||||||||||||||||||
REPORTABLE SEGMENTS AND GEOGAPHIC INFORMATION | NOTE 12:- REPORTABLE SEGMENTS AND GEOGRAPHIC INFORMATION | ||||||||||||||||||||
a. Reportable segments: | |||||||||||||||||||||
The Chief Operating Decision Maker ("CODM") assesses the Company's business based on two operating segments: Enterprise and Service Providers. Enterprise segment includes TEM, services and solutions. Service Providers segment includes billing and MVNO services and solutions. These two segments also comprise the Company's reporting units. The CODM uses adjusted net income before interest, tax, depreciation and amortization, capital gain and stock based compensation ("adjusted EBITDA"), to assess performance, measure liquidity and make decisions. Adjusted EBITDA is a non-GAAP unaudited measure of profit and loss. | |||||||||||||||||||||
The Company's segments are engaged in business activities for which they earn revenues and incur expenses, their results are reviewed by the CODM and discrete financial information is available. | |||||||||||||||||||||
Asset information, by reportable segment, is not reviewed by the CODM, therefore segment asset disclosure is not included. | |||||||||||||||||||||
The following tables present the financial information for the Company's reportable segments. | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Enterprise: | |||||||||||||||||||||
Revenue | $ | 9,041 | $ | 7,817 | $ | 6,601 | |||||||||||||||
Adjusted EBITDA (unaudited) | $ | 1,701 | $ | 1,231 | $ | 512 | |||||||||||||||
Service providers: | |||||||||||||||||||||
Revenue | $ | 4,085 | $ | 4,655 | $ | 465 | |||||||||||||||
Adjusted EBITDA (unaudited) | $ | 778 | $ | 899 | $ | (1,700 | ) | ||||||||||||||
Segments total: | |||||||||||||||||||||
Revenue | $ | 13,126 | $ | 12,472 | $ | 7,066 | |||||||||||||||
Adjusted EBITDA (unaudited) | $ | 2,479 | $ | 2,130 | $ | (1,188 | ) | ||||||||||||||
A reconciliation of total adjusted EBITDA to net income for each year is as follows: | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Adjusted EBITDA (unaudited) | $ | 2,479 | $ | 2,130 | $ | (1,188 | ) | ||||||||||||||
Depreciation and amortization expenses | 393 | 316 | 284 | ||||||||||||||||||
Stock-based compensation | 44 | 107 | 69 | ||||||||||||||||||
Financial loss (income), net | (60 | ) | (61 | ) | 95 | ||||||||||||||||
Income tax expenses | 736 | 435 | 54 | ||||||||||||||||||
Net income from continuing operations | $ | 1,366 | $ | 1,333 | $ | (1,690 | ) | ||||||||||||||
The total revenues from external customers are attributed to geographic areas based on the location of the customer: | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
United States | $ | 10,251 | $ | 10,817 | $ | 5,642 | |||||||||||||||
Germany | 482 | 252 | 90 | ||||||||||||||||||
Far East | 443 | 300 | 300 | ||||||||||||||||||
Holland | 297 | 216 | 219 | ||||||||||||||||||
Israel | 917 | 400 | 440 | ||||||||||||||||||
Other | 736 | 487 | 375 | ||||||||||||||||||
$ | 13,126 | $ | 12,472 | $ | 7,066 | ||||||||||||||||
Revenues from a major customer accounted for 23% and $ 33% of total revenues for the years ended December 31, 2012 and 2013, respectively. | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
Long-lived assets: | |||||||||||||||||||||
Israel | $ | 1,348 | $ | 1,131 | |||||||||||||||||
United States | 2,876 | 2,850 | |||||||||||||||||||
Other | 5 | 5 | |||||||||||||||||||
$ | 4,229 | $ | 3,986 |
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2014 | |
SUBSEQUENT EVENT [Abstract] | |
SUBSEQUENT EVENT | NOTE 13:- SUBSEQUENT EVENT |
On February 3, 2015, the Company announced that it signed a definitive agreement to acquire Vexigo Ltd., ("Vexigo") a privately-held Israeli-based software company supporting video advertising over the internet and mobile devices, which will continue to operate as our wholly-owned subsidiary. | |
Under the terms of the agreement, the Company will acquire 100% of the outstanding shares of Vexigo in consideration of the payment of $ 3 million at closing and two payments of $ 500 each that will be paid three months and six months following the closing date. In addition, at closing, the Company will issue 40% of its outstanding ordinary shares post-closing to Vexigo's shareholders. The agreement further provides for earn-out payments of up to $ 16 million over a 5.5 years period from the closing date, based on the earnings of the Vexigo product line. | |
The Vexigo transaction is expected to close in April 2015, following the Company's scheduled extraordinary general meeting of shareholders, when approval of the Vexigo transaction will be sought. | |
The Company's chief executive officer is entitled to receive upon the closing of the Vexigo transaction a warrant based on a cashless exercise mechanism, to acquire 93,453 Ordinary shares, with an exercise price equal to the market price of the Company's Ordinary shares at the signing of the definitive agreement to acquire Vexigo, valid for a period of five years. In addition, subject to the closing of the Vexigo transaction an independent business consultant will be entitled to receive 2% of the total consideration paid or issued by the Company in connection with the Vexigo transaction. Therefore, upon closing of the Vexigo transaction, the consultant will be entitled to receive 2% of the cash consideration as well as 2% of the equity consideration (62,302 Ordinary shares), which will be issued by means of a five-year warrant with a $0 exercise price. The consultant will also be entitled to receive 2% of any future earn-out payments. | |
In addition, options to acquire an additional 242,000 Ordinary shares are issuable to Vexigo's employees and officers in connection with the closing of the transaction. | |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||
Use of estimates | a. Use of estimates: | |||||||||
The preparation of consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||
Financial statements in U.S. dollars | b. Financial statements in United State dollars: | |||||||||
The majority of the revenues of the Group are generated in or linked to the U.S. dollar ("Dollar"). In addition, a substantial portion of the Group's costs are incurred in Dollar. The Company's management believes that the Dollar is the currency of the primary economic environment in which the Company and certain of its subsidiaries operate. Therefore, the functional and reporting currency of the Company and certain of its subsidiaries is the Dollar. | ||||||||||
Accordingly, monetary accounts maintained in currencies other than the Dollar are re-measured into Dollars in accordance with ASC 830, "Foreign Currency Matters." All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statements operations as financial income or expenses, as appropriate. | ||||||||||
For those foreign subsidiaries, whose functional currency has been determined to be their local currency, assets and liabilities are translated at the year- end exchange rates and statements operations items are translated at the average exchange | ||||||||||
rate prevailing during the period. The resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) in shareholders' equity or recorded in the consolidate statements of operations as financial income or expenses, as appropriate. | ||||||||||
Principles of consolidation | c. Principles of consolidation: | |||||||||
The consolidated financial statements include the accounts of the Group. Intercompany transactions and balances, including profits from intercompany sales not yet realized outside the Group, have been eliminated upon consolidation. | ||||||||||
Cash equivalents | d. Cash equivalents: | |||||||||
Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition. | ||||||||||
Restricted cash | e. Restricted cash: | |||||||||
Restricted cash is a deposit account which is held by the Company on behalf of Company's customers. The Company accrued expenses in this such amount. | ||||||||||
Marketable securities | f. Marketable securities: | |||||||||
The Company accounts for investments in debt and equity securities in accordance with ASC 320, "Debt and Equity Securities" ("ASC 320"). Management determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such determinations at each balance sheet date. The Company classifies all of its securities as available for sale carried at fair market value. Fair value is determined based on observable market value quotes. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in "accumulated other comprehensive income (loss)" in shareholders' equity. Realized gains and losses on sales of investments, are included in earnings and are derived using the specific identification method for determining the cost of securities (see also Note 3). Interest and dividends on securities are included in financial income (expense), net. | ||||||||||
The Company periodically reviews its marketable securities for impairment. If the Company concludes that any of these investments are impaired, the Company determines whether such impairment is "other-than-temporary" as defined under ASC 320-10-35. | ||||||||||
The Company accounts for investments in marketable securities in accordance with, ASC 320-10-65-1, "Recognition and Presentation of Other-Than-Temporary Impairments", that changed the impairment and presentation model for debt securities. Under the amended impairment model, other-than-temporary impairment loss is recognized in earnings if the entity has the intent to sell the debt security, or if it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. However, if an entity does not expect to sell a debt security, it still needs to evaluate expected cash flows to be received and determines if a credit loss exists. In the event of a credit loss, only the amount of impairment associated with the credit loss is recognized currently in earnings. During 2012, 2013 and 2014 no other-than-temporary impairments were recorded. For more information, see note 3. | ||||||||||
The marketable securities held by the Company are pledged to secure future rent payments for the Company's facilities in Israel. | ||||||||||
Property and equipment | g. Property and equipment, net: | |||||||||
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual depreciation rates: | ||||||||||
% | ||||||||||
Computers and peripheral equipment | 33 | |||||||||
Office furniture and equipment | 3 - 20 (mainly 7) | |||||||||
Leasehold improvements | Over the shorter of the lease term or | |||||||||
useful economic life | ||||||||||
Impairment of long-lived assets | h. Impairment of long-lived assets: | |||||||||
The Company's long-lived assets and certain identifiable intangibles are reviewed for impairment in accordance with ASC 360, "Property, Plant and Equipment" ("ASC 360"), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2013 and 2014, no impairment losses were identified. | ||||||||||
Goodwill | i. Goodwill: | |||||||||
Goodwill and other certain purchased intangible assets have been recorded in the Company's financial statements as a result of acquisitions. Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, "Intangible - Goodwill and Other," ("ASC 350") goodwill is not amortized, but rather is subject to an annual impairment test. | ||||||||||
ASC 350 requires goodwill to be tested for impairment at the reporting unit level at least annually or between annual tests in certain circumstances, and written down when | ||||||||||
impaired. Goodwill is tested for impairment by comparing the fair value of the reporting unit with its carrying value. | ||||||||||
ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If it does result in a more likely than not indication of impairment, the two-step impairment test is performed. Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. | ||||||||||
The Company operates in two operating segments, which also comprise its reporting units: enterprise and service providers. As determined in previous years the Company's goodwill balance is assigned to the enterprise reporting unit. The Company elects to perform an annual impairment test of enterprise reporting unit as of September 30 of each year, or more frequently if impairment indicators are present. In 2014, for the enterprise reporting unit, the Company elected to bypass the qualitative assessment and proceeded directly to performing the first step of the goodwill impairment test. | ||||||||||
The Company performed the first step of the quantitative goodwill impairment test and concluded that the fair value of the reporting unit exceeded its carrying value, and therefore, no impairment of goodwill existed and the second step of the goodwill impairment test was not required. | ||||||||||
As of December 31, 2014, in light of the decrease in the Company's share price in the stock exchange, the Company further performed additional qualitative assessment for the enterprise reporting unit and concluded it is more likely than not that no impairment of goodwill exist. | ||||||||||
Fair value is determined using discounted cash flows. Significant estimates used in the fair value methodologies include estimates of future cash flows, future growth rates and the weighted average cost of capital of the reporting units. The Company engaged a third party specialist in order to perform the 2014 annual impairment tests. The Company performed the annual impairment tests during the fourth quarter of 2014 and did not identify any impairment losses. | ||||||||||
Intangible assets | j. Intangible assets: | |||||||||
Intangible assets that are considered to have definite useful life 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 in accordance with ASC 350. The Company's identifiable intangibles are reviewed for impairment in accordance with ASC 360 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of | ||||||||||
assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | ||||||||||
The Company's intangible assets were all acquired in connection with historical acquisitions. | ||||||||||
Developed technology is amortized over a period of four-to-eight years, customer relationships are amortized over a period of six to eight years and brand name are amortized over a period of eleven years. During 2012, 2013 and 2014, no impairment losses were identified. | ||||||||||
Severance pay | k. Severance pay: | |||||||||
The Company's liability for severance pay for its Israeli employees is calculated pursuant to Israel's Severance Pay Law. Some of the Israeli employees are included under section 14 of the Israeli Severance Compensation Law ("Section 14"). Under Section 14, the Company's monthly deposits, at a rate of 8.33% of such employees' monthly salary, are made on their behalf with insurance companies on account of severance pay. Payments in accordance with Section 14 release the Israeli companies from any future severance payments in respect of those employees. Deposits under Section 14 are not recorded as an asset in the Company's balance sheet. | ||||||||||
Employees that are not subject to section 14 of the Israeli Severance Pay Law are entitled to a severance pay of one month's salary for each year of employment or a portion thereof. The Company's severance pay liability for employees, that are not subject to Section 14, is fully provided by an accrual and the monthly deposits with insurance policies is recorded as an asset in the Company's balance sheet. | ||||||||||
Severance expense for the years ended December 31, 2012, 2013 and 2014 amounted to approximately $ 165, $ 160 and $ 106, respectively. | ||||||||||
Revenue recognition | l. Revenue recognition: | |||||||||
The Company generates revenues mainly from licensing the rights to use its software products and from providing maintenance, hosting and managed services, support and training. Certain software licenses require significant customization. The Company sells its products directly to end-users and indirectly through resellers and OEMs (who are considered end users). | ||||||||||
Revenues from maintenance, hosting and managed services are recognized when all criteria outlined in ASC 985-605, "Revenue Recognition -Software", are met. Revenue from license fees is recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, no significant obligations with regard to implementation remain, the fee is fixed or determinable and collectability is probable. The Company does not grant a right of return to its customers. | ||||||||||
Where software arrangements involve multiple elements, revenue should allocated to each undelivered element based on vendor specific objective evidence ("VSOE") of the fair values of each undelivered element in the arrangement, in accordance with the "residual method". The Company has an immaterial number of multiple element arrangements, therefore no VSOE is established. | ||||||||||
Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered element and is recognized as revenue when all revenue recognition criteria of ASC 985-605, as amended, are satisfied. Under the residual method, any discount in the arrangement is allocated to the delivered element. If sufficient specific objective evidence does not exist for all undelivered elements, revenue is deferred for the entire arrangement until all revenue recognition criteria are met for such undelivered elements. | ||||||||||
Revenues from maintenance and support services are recognized over the term of the maintenance and support agreement on a straight line basis. | ||||||||||
Revenues for hosting and managed services are recognized based on SAB 104 and ASC 605-25, when delivery has occurred or services have been rendered, the fee is fixed or determinable, collectability is probable and persuasive evidence of an arrangement exists. These revenues are recognized as one unit of accounting, on a straight-line basis over the term of the last undelivered element. | ||||||||||
Deferred revenues include advance and payment received under maintenance and support contracts, not yet been recognized as revenues. | ||||||||||
Research and development expenses | m. Research and development expenses: | |||||||||
ASC 985, "Software", requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. | ||||||||||
Based on the Company's product development process, technological feasibility is established upon the completion of a working model. The Company does not incur material costs between the completion of a working model and the point at which the products are ready for general release. Therefore, research and development costs are charged to the statement of operations as incurred. | ||||||||||
Income taxes | n. Income taxes: | |||||||||
The Group account for income taxes and uncertain tax positions in accordance with ASC Topic 740, "Income Taxes" ("ASC 740"). ASC 740 prescribes the use of the liability method, according to which deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided to reduce deferred tax assets to the amounts that are more likely-than-not to be realized. | ||||||||||
The Company implements a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with ASC 740. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. | ||||||||||
Accounting for share-based compensation ("ASC 718") | o. Accounting for share-based compensation ("ASC 718"): | |||||||||
The Company accounts for share-based compensation in accordance with ASC 718, "Compensation - Stock compensation," which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees, directors and non-employees. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statement of operations. | ||||||||||
The Company recognizes these compensation costs net of a forfeiture rate and recognizes the compensation costs for only those shares expected to vest on an accelerated method over the requisite service period for each separately vesting portion of the award, which is the option vesting term of four years. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||
The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair-value method for its stock-option compensation awards and values restricted stock units based on the market value of the underlying shares at the date of grant. No options were granted during 2012. The Company estimates the fair value of stock options granted with the following weighted average assumptions for 2013 and 2014: | ||||||||||
Year ended December 31, | ||||||||||
Stock options | 2013 | 2014 | ||||||||
Expected volatility (1) | 91.4%-100.3 | % | 85.2 | % | ||||||
Risk-free interest (2) | 0.35%-0.78 | % | 0.93 | % | ||||||
Dividend yield (3) | 0 | % | 0 | % | ||||||
Expected life (years) (4) | 3.34-3.75 | 3.75 | ||||||||
-1 | The computation of expected volatility is based on realized historical share price volatility of the Company's stock. | |||||||||
-2 | The risk-free interest rate is based on the yield from U.S. Treasury Bonds with an equivalent term; | |||||||||
-3 | The dividend yield assumption is based on the Company's historical experience and expectation of future dividend payouts. The Company has historically not paid dividends and has no foreseeable plans to pay cash dividends in the future. | |||||||||
-4 | Expected term of options granted represents the period of time that options granted are expected to be outstanding, and is estimated based on the Company's history. | |||||||||
The Company applies ASC 505-50 "Equity-Based Payment to Non-Employees" ("ASC 505-50") with respect to options and warrants issued to non-employees which requires the use of option valuation models to measure the fair value of the options and warrants at the measurement date. | ||||||||||
Fair value of financial instruments | p. Fair value of financial instruments: | |||||||||
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: | ||||||||||
The carrying amounts of cash and cash equivalents, restricted cash, marketable securities, trade receivables, other accounts receivable, trade payables and accrued liabilities approximate their fair value, due to their short-term maturity of such instruments. | ||||||||||
The Company applies ASC 820 "Fair value Measurement" ("ASC 820") which clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. 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 a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: | ||||||||||
Level 1 - | quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2 - | inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||
Level 3 - | unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||
The marketable securities fair value, based on quoted market prices, classified within level 1 (see also note 3). The derivatives instruments are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. | ||||||||||
Concentrations of credit risk | q. Concentrations of credit risk: | |||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, marketable securities, trade receivables and other account receivable. | ||||||||||
Cash and cash equivalents are deposited with major banks in Israel, Hong Kong, and in the United States. Such deposits in the United States may be in excess of insured limit and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company's investments are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these investments. | ||||||||||
The Company's customers are located mainly in the United States (see Note 12). The Company performs ongoing credit evaluations of its customers. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. | ||||||||||
The allowance for doubtful accounts is determined with respect to specific debts that are doubtful of collection according to management estimates. | ||||||||||
The Company's marketable securities include investments in equity securities and Israeli government securities. Management believes that the portfolio is well diversified, and accordingly, minimal credit risk exists with respect to these marketable securities. The Company has no off-balance-sheet concentrations of credit risk. | ||||||||||
Basic and diluted net earnings (loss) per share | r. Basic and diluted net earnings (loss) per share: | |||||||||
Basic net earnings (loss) per share are computed based on the weighted average number of Ordinary shares outstanding during each year. Diluted net earnings (loss) per share is computed based on the weighted average number of Ordinary shares outstanding during each year, plus dilutive potential Ordinary shares considered outstanding during the year, in accordance with ASC topic 260, "Earnings Per Share" ("ASC 260"). | ||||||||||
Basic net earnings per share are computed based on the weighted average number of Ordinary shares outstanding during each year. In 2012 and 2013, 52,707 and 61,736, respectively, options have been included in the calculation of the diluted net earnings per Ordinary share, the effect on the above-mentioned amount was immaterial. | ||||||||||
Derivatives instruments | s. Derivatives instruments: | |||||||||
ASC 815, "Derivatives and Hedging"("ASC 815"), as amended, requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive loss until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings. The Company uses derivatives to hedge certain cash flow foreign currency exposures in order to further reduce the Company's exposure to foreign currency risks. | ||||||||||
The Company entered into put option contracts to hedge certain transactions denominated in foreign currencies. The purpose of the Company's foreign currency hedging activities is to protect the Company from risk that the eventual dollar cash flows from international activities will be adversely affected by changes in the exchange rates. The Company's put option contracts did not qualify as hedging instruments under ASC 815. | ||||||||||
Changes in the fair value of put option contracts are reflected in the consolidated statements of operations as financial income or expense, when occur. | ||||||||||
During 2012, 2013 and 2014, the Company entered into forward, call and put option contracts in the aggregated notional amount of $ 3,750, $ 2,400 and $ 3,350, respectively, that converted a portion of its floating currency liabilities to a fixed rate basis, thus reducing the impact of the exchange rate fluctuations on the Company's cash flow. In 2012, 2013 and 2014, the revaluation profit from these contracts with respect to the above transactions were $ 47, $ 65 and $ 79, respectively, and are presented in the statements of operations as financial income (expense), net. As of December 31, 2014, the Company had outstanding call and put option contracts in the amount of $ 1,700. | ||||||||||
Comprehensive income (loss) | t. Comprehensive income (loss): | |||||||||
The Company accounts for comprehensive income (loss) in accordance with ASC Topic 220, "Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income (loss) generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, stockholders. In May 2011, the FASB issued guidance that changed the requirement for presenting "Comprehensive Income" in the consolidated financial statements. | ||||||||||
Reclassification | u. Reclassification: | |||||||||
Certain amounts in prior years have been reclassified to conform to the current year's presentation. | ||||||||||
Impact of recently issued accounting standards | v. Impact of recently issued accounting standards | |||||||||
1. In April 2014, the FASB issued amended guidance related to discontinued operations. The new guidance limits the presentation of discontinued operations to business circumstances when the disposal of the business operation represents a strategic shift that has had or will have a major effect on operations and financial results. This guidance is effective for fiscal years beginning January 1, 2015. We believe that the adoption of this new standard will not materially impact its consolidated financial statements. | ||||||||||
2. In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers" which supersedes the revenue recognition requirements in "Revenue Recognition"(Topic 605), and requires entities to recognize revenue when it transfers promised goods or services to customers in an | ||||||||||
amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods and services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements. | ||||||||||
3. In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, which defines management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. | ||||||||||
GENERAL_Tables
GENERAL (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
GENERAL [Abstract] | |||||||||||
Schedule of Financial Results of Discontinued Operations | Year ended December 31, | ||||||||||
2012 | 2013 | 2014 | |||||||||
Net income from discontinued operations | $ | - | $ | 73 | $ | 80 | |||||
Basic and diluted net income per Ordinary share from discontinued operations | $ | - | $ | 0.02 | $ | 0.02 |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||
Schedule of Property and Equipment, Depreciation Rates | % | |||||||||
Computers and peripheral equipment | 33 | |||||||||
Office furniture and equipment | 3 - 20 (mainly 7) | |||||||||
Leasehold improvements | Over the shorter of the lease term or | |||||||||
useful economic life | ||||||||||
Schedule of Assumptions Used for Stock Options | ||||||||||
Year ended December 31, | ||||||||||
Stock options | 2013 | 2014 | ||||||||
Expected volatility (1) | 91.4%-100.3 | % | 85.2 | % | ||||||
Risk-free interest (2) | 0.35%-0.78 | % | 0.93 | % | ||||||
Dividend yield (3) | 0 | % | 0 | % | ||||||
Expected life (years) (4) | 3.34-3.75 | 3.75 | ||||||||
-1 | The computation of expected volatility is based on realized historical share price volatility of the Company's stock. | |||||||||
-2 | The risk-free interest rate is based on the yield from U.S. Treasury Bonds with an equivalent term; | |||||||||
-3 | The dividend yield assumption is based on the Company's historical experience and expectation of future dividend payouts. The Company has historically not paid dividends and has no foreseeable plans to pay cash dividends in the future. | |||||||||
-4 | Expected term of options granted represents the period of time that options granted are expected to be outstanding, and is estimated based on the Company's history. |
MARKETABLE_SECURITIES_Tables
MARKETABLE SECURITIES (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
MARKETABLE SECURITIES [Abstract] | |||||||||||||||||||||||||||||||||
Summary of Available-For-Sale Marketable Securities | 31-Dec-13 | 31-Dec-14 | |||||||||||||||||||||||||||||||
Amortized | Gross unrealized | Gross unrealized | Fair | Amortized | Gross unrealized | Gross unrealized | Fair | ||||||||||||||||||||||||||
market | market | ||||||||||||||||||||||||||||||||
cost | gains | losses | value | cost | gains | losses | value | ||||||||||||||||||||||||||
Available-for-sale: | |||||||||||||||||||||||||||||||||
Equity securities | $ | 65 | $ | 10 | $ | (1 | ) | $ | 74 | $ | 62 | $ | (3 | ) | $ | 59 | |||||||||||||||||
Corporate bonds | 36 | 6 | - | 42 | 23 | 1 | 24 | ||||||||||||||||||||||||||
Israeli Government debt | 34 | 3 | - | 37 | 56 | (3 | ) | 53 | |||||||||||||||||||||||||
$ | 135 | $ | 19 | $ | (1 | ) | $ | 153 | $ | 141 | $ | 1 | $ | (6 | ) | $ | 136 | ||||||||||||||||
Schedule of Amortized Cost and Fair Value of Debt and Securities, by Contractual Maturity | 31-Dec-13 | 31-Dec-14 | |||||||||||||||||||||||||||||||
Amortized cost | Fair market value | Amortized cost | Fair market value | ||||||||||||||||||||||||||||||
Matures up to one year | $ | 79 | $ | 87 | $ | 124 | $ | 118 | |||||||||||||||||||||||||
Matures after one year through five years | 28 | 32 | 14 | 15 | |||||||||||||||||||||||||||||
Matures after five years | 12 | 15 | 3 | 3 | |||||||||||||||||||||||||||||
Equity securities - no definite maturity date | 16 | 19 | - | - | |||||||||||||||||||||||||||||
Total | $ | 135 | $ | 153 | $ | 141 | $ | 136 |
OTHER_ACCOUNTS_RECEIVABLE_AND_1
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES [Abstract] | |||||||||
Schedule of Other Accounts Receivable and Prepaid Expenses | December 31, | ||||||||
2013 | 2014 | ||||||||
Government authorities | $ | 12 | $ | 20 | |||||
Prepaid expenses | 60 | 23 | |||||||
Lease deposits | 41 | 8 | |||||||
Related parties | 6 | 10 | |||||||
Others | 28 | 14 | |||||||
$ | 147 | $ | 75 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
PROPERTY AND EQUIPMENT [Abstract] | |||||||||
Schedule of Property and Equipment | December 31, | ||||||||
2013 | 2014 | ||||||||
Cost: | |||||||||
Computers and peripheral equipment | $ | 813 | $ | 851 | |||||
Office furniture and equipment | 186 | 189 | |||||||
Leasehold improvements | 29 | 29 | |||||||
1,028 | 1,069 | ||||||||
Accumulated depreciation: | |||||||||
Computers and peripheral equipment | 678 | 775 | |||||||
Office furniture and equipment | 151 | 160 | |||||||
Leasehold improvements | 16 | 16 | |||||||
Accumulated depreciation | 845 | 951 | |||||||
Depreciated cost | $ | 183 | $ | 118 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
INTANGIBLE ASSETS [Abstract] | |||||||||
Schedule of Intangible Assets | December 31, | ||||||||
2013 | 2014 | ||||||||
Cost: | |||||||||
Development technology | $ | 2,170 | $ | 2,170 | |||||
Customer relationships | 1,015 | 1,015 | |||||||
Brand name | 229 | 229 | |||||||
3,414 | 3,414 | ||||||||
Accumulated amortization: | |||||||||
Development technology | 1,798 | 1,922 | |||||||
Customer relationships | 945 | 978 | |||||||
Brand name | 104 | 125 | |||||||
2,847 | 3,025 | ||||||||
Amortized cost | $ | 567 | $ | 389 | |||||
Schedule of Intangible Assets, Amortization Expenses | Year ended December 31, | US $ | |||||||
2015 | 166 | ||||||||
2016 | 160 | ||||||||
2017 | 21 | ||||||||
2018 | 21 | ||||||||
2019 | 21 | ||||||||
$ | 389 |
ACCRUED_EXPENSES_AND_OTHER_LIA1
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | |||||||||
Schedule of Accrued Expenses and Other Liabilities | December 31, | ||||||||
2013 | 2014 | ||||||||
Employees and payroll accruals | $ | 1,013 | $ | 489 | |||||
Institutions and income tax payable | 134 | 149 | |||||||
Accrued expenses | 1,007 | 1,477 | |||||||
Related parties | 46 | 137 | |||||||
$ | 2,200 | $ | 2,252 |
COMMITMENTS_AND_CONTINGENT_LIA1
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS AND CONTINGENT LIABILITIES [Abstract] | |||||
Schedule of Future Minimum Lease Payments for Operating Leases | Year ended December 31, | US $ | |||
2015 | 185 | ||||
2016 | 74 | ||||
2017 | 58 | ||||
2018 | 58 | ||||
2019 | 10 | ||||
385 |
TAXES_ON_INCOME_Tables
TAXES ON INCOME (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
TAXES ON INCOME [Abstract] | |||||||||||||||||||||
Schedule of Percentage of Value of Productive Assets | The value of productive | The new proportion that the required investment bears to the value of productive assets | |||||||||||||||||||
assets before the expansion | |||||||||||||||||||||
(NIS in millions) | |||||||||||||||||||||
Up to NIS 140 (app. $ 40) | 12% | ||||||||||||||||||||
NIS 140 - NIS 500 (app. $ 40 - $ 144) | 7% | ||||||||||||||||||||
More than NIS 500 (app.$ 144) | 5% | ||||||||||||||||||||
Schedule of Deferred Tax Liabilities and Assets | December 31, | ||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
Deferred tax liability: | |||||||||||||||||||||
Tax loss carry-forwards | $ | 5,377 | $ | 5,221 | |||||||||||||||||
Allowances for doubtful accounts and accruals for employee benefits | 95 | 84 | |||||||||||||||||||
Intangible assets | 103 | 96 | |||||||||||||||||||
Depreciation, accruals for interest and other | 721 | 732 | |||||||||||||||||||
Deferred tax asset before valuation allowance | 6,296 | 6,133 | |||||||||||||||||||
Goodwill | (674 | ) | (888 | ) | |||||||||||||||||
Valuation allowance | (5,651 | ) | (5,299 | ) | |||||||||||||||||
Deferred tax liability, net | $ | (29 | ) | $ | (54 | ) | |||||||||||||||
Schedule of Reconciliation of the Statutory Tax Rate to the Effective Income Tax Rate | Year ended December 31, | ||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Income (loss) before taxes on income, net, as reported in the statements of operations from continuing operations | $ | 2,102 | $ | 1,768 | $ | (1,636 | ) | ||||||||||||||
Tax rates | 25 | % | 25 | % | 26.5 | % | |||||||||||||||
Theoretical tax expense (benefit) | $ | 526 | $ | 442 | $ | (434 | ) | ||||||||||||||
Increase in taxes resulting from: | |||||||||||||||||||||
Effect of different tax rates | 25 | 27 | 15 | ||||||||||||||||||
U.S. state tax | 26 | 35 | 19 | ||||||||||||||||||
Utilization of carry-forward tax losses for which valuation allowance was provided | (380 | ) | - | - | |||||||||||||||||
Taxes in respect of previous years as a result of court ruling | 1,415 | - | 6 | ||||||||||||||||||
Changes in provision for uncertain tax positions | (362 | ) | 1 | 1 | |||||||||||||||||
Change in valuation allowance | (340 | ) | 148 | 317 | |||||||||||||||||
Deferred taxes for which valuation allowance was provided | (174 | ) | (218 | ) | 130 | ||||||||||||||||
Taxes on income, net, as reported in the statements of operations | $ | 736 | $ | 435 | $ | 54 | |||||||||||||||
Schedule of Income (Loss) Before Income Tax Domestic and Foreign | Year ended December 31, | ||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Domestic | $ | 1,808 | $ | 1,561 | $ | (1,785 | ) | ||||||||||||||
Foreign | 294 | 207 | 149 | ||||||||||||||||||
$ | 2,102 | $ | 1,768 | $ | (1,636 | ) | |||||||||||||||
Schedule of Components of Income Taxes | Year ended December 31, | ||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Current taxes | $ | 26 | $ | 35 | $ | 23 | |||||||||||||||
Deferred taxes | (340 | ) | 400 | 25 | |||||||||||||||||
Taxes in respect of previous years as a result of court ruling | 1,050 | - | 6 | ||||||||||||||||||
$ | 736 | $ | 435 | $ | 54 | ||||||||||||||||
Foreign | $ | 57 | $ | 64 | $ | 45 | |||||||||||||||
Reconciliation of Total Unrecognized Tax Benefits | December 31, | ||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
Balance as of beginning of the year | $ | 100 | $ | 101 | |||||||||||||||||
Additions based on tax positions taken during the current period | 1 | 1 | |||||||||||||||||||
Balance at the end of the year | $ | 101 | $ | 102 |
RELATED_PARTY_TRANSACTIONS_AND1
RELATED PARTY TRANSACTIONS AND BALANCES (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES [Abstract] | |||||||||||||||||
Schedule of Related Party Balances and Transactions | |||||||||||||||||
1. Balances with related parties: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2014 | ||||||||||||||||
Other accounts receivable and prepaid expenses (see Note 4) | $ | 6 | 10 | ||||||||||||||
Other accounts payable and accrued expenses (see Note 7) | $ | 46 | 137 | ||||||||||||||
2. Transactions with related parties: | |||||||||||||||||
Year ended December 31, | |||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||
Revenues derived from a related party | $ | 101 | $ | 74 | 37 | ||||||||||||
Amounts charged by related parties: | |||||||||||||||||
Cost of revenues | $ | 53 | $ | 16 | 83 | ||||||||||||
Operating expenses | 121 | 195 | 180 | ||||||||||||||
$ | 174 | $ | 211 | 263 |
SHAREHOLDERS_EQUITY_Tables
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
SHAREHOLDERS' EQUITY [Abstract] | |||||||||||||||||||
Schedule of Stock Options Activity | Number of options | Weighted-average exercise price | Weighted-average | Aggregate intrinsic value | |||||||||||||||
remaining contractual term | |||||||||||||||||||
(in years) | |||||||||||||||||||
Outstanding at January 1, 2014 | 403,250 | $ | 1.86 | ||||||||||||||||
Granted | 75,000 | $ | 1.38 | ||||||||||||||||
Exercised | 7,078 | $ | 0.28 | ||||||||||||||||
Expired and forfeited | 114,672 | $ | 2.49 | ||||||||||||||||
Outstanding at December 31, 2014 | 356,500 | $ | 1.68 | 2.69 | $ | (214.36 | ) | ||||||||||||
Vested and expected to vest | 298,856 | $ | 1.68 | 2.66 | $ | (205.48 | ) | ||||||||||||
Exercisable at December 31, 2014 | 56,000 | $ | 0.51 | 2.35 | $ | (53.87 | ) | ||||||||||||
Schedule of Stock-based Compensation Expenses | Year ended December 31, | ||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||
Cost of revenues | $ | - | $ | 7 | $ | 11 | |||||||||||||
Research and development expenses | 1 | 7 | 13 | ||||||||||||||||
Selling and marketing | 1 | - | 1 | ||||||||||||||||
General and administrative expenses | 39 | 79 | 59 | ||||||||||||||||
$ | 41 | $ | 93 | $ | 84 | ||||||||||||||
Schedule of Options and Warrants | Issuance date | In connection with | Number of options granted | Options exercisable | Exercise price per share | Exercisable through | |||||||||||||
8-Aug-13 | consultant | 40,000 | - | 2.08 | August 2018 |
REPORTABLE_SEGMENTS_AND_GEOGAP1
REPORTABLE SEGMENTS AND GEOGAPHIC INFORMATION (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
REPORTABLE SEGMENTS AND GEOGAPHIC INFORMATION [Abstract] | |||||||||||||||||||||
Schedule of Segment Information | Year ended December 31, | ||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Enterprise: | |||||||||||||||||||||
Revenue | $ | 9,041 | $ | 7,817 | $ | 6,601 | |||||||||||||||
Adjusted EBITDA (unaudited) | $ | 1,701 | $ | 1,231 | $ | 512 | |||||||||||||||
Service providers: | |||||||||||||||||||||
Revenue | $ | 4,085 | $ | 4,655 | $ | 465 | |||||||||||||||
Adjusted EBITDA (unaudited) | $ | 778 | $ | 899 | $ | (1,700 | ) | ||||||||||||||
Segments total: | |||||||||||||||||||||
Revenue | $ | 13,126 | $ | 12,472 | $ | 7,066 | |||||||||||||||
Adjusted EBITDA (unaudited) | $ | 2,479 | $ | 2,130 | $ | (1,188 | ) | ||||||||||||||
Reconciliation of Total Adjusted EBITDA to Net Income | Year ended December 31, | ||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Adjusted EBITDA (unaudited) | $ | 2,479 | $ | 2,130 | $ | (1,188 | ) | ||||||||||||||
Depreciation and amortization expenses | 393 | 316 | 284 | ||||||||||||||||||
Stock-based compensation | 44 | 107 | 69 | ||||||||||||||||||
Financial loss (income), net | (60 | ) | (61 | ) | 95 | ||||||||||||||||
Income tax expenses | 736 | 435 | 54 | ||||||||||||||||||
Net income from continuing operations | $ | 1,366 | $ | 1,333 | $ | (1,690 | ) | ||||||||||||||
Schedule of Revenues by Geographic Area | Year ended December 31, | ||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
United States | $ | 10,251 | $ | 10,817 | $ | 5,642 | |||||||||||||||
Germany | 482 | 252 | 90 | ||||||||||||||||||
Far East | 443 | 300 | 300 | ||||||||||||||||||
Holland | 297 | 216 | 219 | ||||||||||||||||||
Israel | 917 | 400 | 440 | ||||||||||||||||||
Other | 736 | 487 | 375 | ||||||||||||||||||
$ | 13,126 | $ | 12,472 | $ | 7,066 | ||||||||||||||||
Schedule of Long-lived Assets by Geographic Area | December 31, | ||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
Long-lived assets: | |||||||||||||||||||||
Israel | $ | 1,348 | $ | 1,131 | |||||||||||||||||
United States | 2,876 | 2,850 | |||||||||||||||||||
Other | 5 | 5 | |||||||||||||||||||
$ | 4,229 | $ | 3,986 |
GENERAL_Schedule_of_Results_of
GENERAL (Schedule of Results of Discontinued Operations) (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Summarized results of operations for TABS Brazil Ltda.: | |||
Net income from discontinued operations | $80 | $73 | |
Basic and diluted net income per Ordinary share from discontinued operations | $0.02 | $0.02 |
GENERAL_Narrative_Details
GENERAL (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 03, 2015 | Dec. 31, 2011 |
Business Acquisition [Line Items] | |||||
Operating losses | ($1,541) | $1,707 | $2,042 | ||
Cash flows used in operating activities | -1,482 | 2,147 | 807 | ||
Cash and cash equivalents and short-term marketable securities | 5,000 | ||||
Marketable securities pledged as collateral | 136 | ||||
Accumulated deficit | -14,744 | -13,134 | |||
Total shareholders' equity | 5,632 | 7,161 | 5,569 | 3,832 | |
Vexigo Ltd [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of outstanding shares acquired | 100.00% | 100.00% | |||
Consideration paid to acquire outstanding shares | $4,000 | $3,000 |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Marketable securities: | |||
Other-than-temporary impairments recorded | $0 | $0 | $0 |
Severance pay: | |||
Severance expense | 106 | 160 | 165 |
Severance pay monthly deposits as a percentage of employees' monthly salary | 8.33% | ||
Basic and diluted net earnings per share: | |||
Options included in calculation of diluted net earnings per Ordinary Share | 61,736 | 52,707 | |
Derivatives instruments: | |||
Call and put option contracts | 3,350 | 2,400 | 3,750 |
Profit (expense) on derivatives | -79 | -65 | -47 |
Value of call and put option contracts | $1,700 | ||
Developed Technology [Member] | Minimum [Member] | |||
Intangible assets: | |||
Amortization period | 4 years | ||
Developed Technology [Member] | Maximum [Member] | |||
Intangible assets: | |||
Amortization period | 8 years | ||
Customer Relationships [Member] | Minimum [Member] | |||
Intangible assets: | |||
Amortization period | 6 years | ||
Customer Relationships [Member] | Maximum [Member] | |||
Intangible assets: | |||
Amortization period | 8 years | ||
Brand Names [Member] | |||
Intangible assets: | |||
Amortization period | 11 years |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Property and equipment) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Computers and Peripheral Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
% | 33.00% |
Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
% | 7.00% |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
% | 3.00% |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
% | 20.00% |
SIGNIFICANT_ACCOUNTING_POLICIE5
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Assumptions Used to Value Stock Options) (Details) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting term | 4 years | |||
The fair value for options granted is estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: | ||||
Expected volatility | 85.20% | [1] | ||
Expected volatility, minimum | 91.40% | [1] | ||
Expected volatility, maximum | 100.30% | [1] | ||
Risk-free interest | 0.93% | [2] | ||
Risk-free interest, minimum | 0.35% | [2] | ||
Risk-free interest, maximum | 0.78% | [2] | ||
Dividend yield | 0.00% | [3] | 0.00% | [3] |
Expected life (years) | 3 years 9 months | [4] | ||
Minimum [Member] | ||||
The fair value for options granted is estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: | ||||
Expected life (years) | 3 years 4 months 2 days | [4] | ||
Maximum [Member] | ||||
The fair value for options granted is estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: | ||||
Expected life (years) | 3 years 9 months | [4] | ||
[1] | The computation of expected volatility is based on realized historical share price volatility of the Company's stock. | |||
[2] | The risk-free interest rate is based on the yield from U.S. Treasury Bonds with an equivalent term; | |||
[3] | The dividend yield assumption is based on the Company's historical experience and expectation of future dividend payouts. The Company has historically not paid dividends and has no foreseeable plans to pay cash dividends in the future. | |||
[4] | Expected term of options granted represents the period of time that options granted are expected to be outstanding, and is estimated based on the Company's history. |
MARKETABLE_SECURITIES_Informat
MARKETABLE SECURITIES (Information Regarding Investment in Marketable Securities) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Available-for-sale: | |||
Amortized cost | $141 | $135 | |
Gross unrealized gains | 1 | 19 | |
Gross unrealized losses | -6 | -1 | |
Estimated Fair Value | 136 | 153 | |
Net realized gains (losses) on sales of available-for-sale securities | 10 | 1 | -6 |
Equity Securities [Member] | |||
Available-for-sale: | |||
Amortized cost | 62 | 65 | |
Gross unrealized gains | 10 | ||
Gross unrealized losses | -3 | -1 | |
Estimated Fair Value | 59 | 74 | |
Corporate Bonds [Member] | |||
Available-for-sale: | |||
Amortized cost | 23 | 36 | |
Gross unrealized gains | 1 | 6 | |
Gross unrealized losses | |||
Estimated Fair Value | 24 | 42 | |
Israeli Government Debt [Member] | |||
Available-for-sale: | |||
Amortized cost | 56 | 34 | |
Gross unrealized gains | 3 | ||
Gross unrealized losses | -3 | ||
Estimated Fair Value | $53 | $37 |
MARKETABLE_SECURITIES_Schedule
MARKETABLE SECURITIES (Schedule of Investments, by Contractual Maturity) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Amortized cost | ||
Matures up to one year | $124 | $79 |
Matures after one year through five years | 14 | 28 |
Matures after five years | 3 | 12 |
Equity securities - no definite maturity date | 16 | |
Total | 141 | 135 |
Fair market value | ||
Matures up to one year | 118 | 87 |
Matures after one year through five years | 15 | 32 |
Matures after five years | 3 | 15 |
Equity securities - no definite maturity date | 19 | |
Total | $136 | $153 |
OTHER_ACCOUNTS_RECEIVABLE_AND_2
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES [Abstract] | ||
Government authorities | $20 | $12 |
Prepaid expenses | 23 | 60 |
Lease deposits | 8 | 41 |
Related parties | 10 | 6 |
Others | 14 | 28 |
Total | $75 | $147 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Cost | $1,069 | $1,028 | |
Accumulated depreciation | 951 | 845 | |
Depreciated cost | 118 | 183 | |
Depreciation expense | 106 | 124 | 102 |
Computers and Peripheral Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 851 | 813 | |
Accumulated depreciation | 775 | 678 | |
Office Furniture and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 189 | 186 | |
Accumulated depreciation | 160 | 151 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost | 29 | 29 | |
Accumulated depreciation | $16 | $16 |
INTANGIBLE_ASSETS_Schedule_of_
INTANGIBLE ASSETS (Schedule of Other Intangible Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $3,414 | $3,414 |
Accumulated amortization | 3,025 | 2,847 |
Amortized cost | 389 | 567 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,170 | 2,170 |
Accumulated amortization | 1,922 | 1,798 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,015 | 1,015 |
Accumulated amortization | 978 | 945 |
Brand Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 229 | 229 |
Accumulated amortization | $125 | $104 |
INTANGIBLE_ASSETS_Amortization
INTANGIBLE ASSETS (Amortization Disclosures) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
INTANGIBLE ASSETS [Abstract] | |||
Amortization expense | $178 | $192 | $291 |
Estimated amortization expense: | |||
2015 | 166 | ||
2016 | 160 | ||
2017 | 21 | ||
2018 | 21 | ||
2019 | 21 | ||
Amortized cost | $389 | $567 |
ACCRUED_EXPENSES_AND_OTHER_LIA2
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract] | ||
Employees and payroll accruals | $489 | $1,013 |
Institutions and income tax payable | 149 | 134 |
Accrued expenses | 1,477 | 1,007 |
Related parties | 137 | 46 |
Total | $2,252 | $2,200 |
COMMITMENTS_AND_CONTINGENT_LIA2
COMMITMENTS AND CONTINGENT LIABILITIES (Lease Commitments) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Future minimum lease commitments under non-cancelable operating leases are as follows: | |||
2015 | $185 | ||
2016 | 74 | ||
2017 | 58 | ||
2018 | 58 | ||
2019 | 10 | ||
Total | 385 | ||
Operating lease expense | $379 | $480 | $462 |
COMMITMENTS_AND_CONTINGENT_LIA3
COMMITMENTS AND CONTINGENT LIABILITIES (Royalty Commitments) (Details) (Royalty Commitment with the Office of the Chief Scientist [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Contingent royalty liabilities | $8,534 | ||
Royalties included in cost of revenue | $103 | $136 | $200 |
Minimum [Member] | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Royalty percentage | 3.00% | ||
Total royalties as a percent of grants received | 100.00% | ||
Maximum [Member] | |||
Unrecorded Unconditional Purchase Obligation [Line Items] | |||
Royalty percentage | 5.00% | ||
Total royalties as a percent of grants received | 150.00% |
COMMITMENTS_AND_CONTINGENT_LIA4
COMMITMENTS AND CONTINGENT LIABILITIES (Claims and Demands and Guarantees) (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2007 | Apr. 30, 2000 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2000 | Dec. 31, 2014 | Dec. 31, 2014 |
USD ($) | USD ($) | USD ($) | Threatened Litigation [Member] | Threatened Litigation [Member] | Claim by Israeli Tax Authorities [Member] | Claim by Israeli Tax Authorities [Member] | Claim by Israeli Tax Authorities [Member] | Claim by Israeli Tax Authorities [Member] | Claims Related to Discontinued Operations [Member] | Patent Infringement Case [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ILS | USD ($) | USD ($) | ||||
Claims and demands: | |||||||||||
Maximum loss due to litigation | $153 | $1,607 | 6,000 | $282 | |||||||
Amount of final assessment | 1,430 | ||||||||||
Income taxes paid | 16 | 274 | 1,210 | 240 | 1,190 | ||||||
Litigation loss | -62 | ||||||||||
Interest rate on litigation demand | 1.00% | ||||||||||
Cost of revenues, expenses with respect to Asentinel royalties | 38 | ||||||||||
Guarantees: | |||||||||||
Bank guarantee | $66 |
TAXES_ON_INCOME_Narrative_Deta
TAXES ON INCOME (Narrative) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Operating Loss Carryforwards [Line Items] | |
Liability for unrecognized tax benefits | 102 |
Domestic Country [Member] | |
Operating Loss Carryforwards [Line Items] | |
Available carryforward tax losses | 18,552 |
Capital loss carryforwards | 494 |
Foreign Country [Member] | |
Operating Loss Carryforwards [Line Items] | |
Available carryforward tax losses | 324 |
Internal Revenue Service (IRS) [Member] | |
Operating Loss Carryforwards [Line Items] | |
Available carryforward tax losses | 734 |
Internal Revenue Service (IRS) [Member] | Earliest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward expiration date | 31-Dec-21 |
Internal Revenue Service (IRS) [Member] | Latest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforward expiration date | 31-Dec-28 |
TAXES_ON_INCOME_Schedule_of_De
TAXES ON INCOME (Schedule of Deferred Income Taxes) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
TAXES ON INCOME [Abstract] | ||
Tax loss carry-forwards | $5,221 | $5,377 |
Allowances for doubtful accounts and accruals for employee benefits | 84 | 95 |
Intangible assets | 96 | 103 |
Depreciation, accruals for interest and other | 732 | 721 |
Deferred tax asset before valuation allowance | 6,133 | 6,296 |
Goodwill | -888 | -674 |
Valuation allowance | -5,299 | -5,651 |
Deferred tax liability, net | ($54) | ($29) |
TAXES_ON_INCOME_Reconciliation
TAXES ON INCOME (Reconciliation of Income Tax Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
TAXES ON INCOME [Abstract] | |||
Income (loss) before taxes on income, net, as reported in the statements of operations from continuing operations | ($1,636) | $1,768 | $2,102 |
Tax rates | 26.50% | 25.00% | 25.00% |
Theoretical tax expense (benefit) | -434 | 442 | 526 |
Effect of different tax rates | 15 | 27 | 25 |
U.S. state tax | 19 | 35 | 26 |
Utilization of carry-forward tax losses for which valuation allowance was provided | -380 | ||
Taxes in respect of previous years as a result of court ruling | 6 | 1,415 | |
Changes in provision for uncertain tax positions | 1 | 1 | -362 |
Change in valuation allowance | 317 | 148 | -340 |
Deferred taxes for which valuation allowance was provided | 130 | -218 | -174 |
Taxes on income, net, as reported in the statements of operations | $54 | $435 | $736 |
TAXES_ON_INCOME_Schedule_of_In
TAXES ON INCOME (Schedule of Income (Loss) Before Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income (loss) before income taxes is comprised as follows: | |||
Domestic | ($1,785) | $1,561 | $1,808 |
Foreign | 149 | 207 | 294 |
Income (loss) before taxes on income | ($1,636) | $1,768 | $2,102 |
TAXES_ON_INCOME_Schedule_of_Ta
TAXES ON INCOME (Schedule of Taxes on Income) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
TAXES ON INCOME [Abstract] | |||
Current taxes | $23 | $35 | $26 |
Deferred taxes | 25 | 400 | -340 |
Taxes in respect of previous years as a result of court ruling | 6 | 1,050 | |
Taxes on income, net, as reported in the statements of operations | 54 | 435 | 736 |
Foreign | $45 | $64 | $57 |
TAXES_ON_INCOME_Reconciliation1
TAXES ON INCOME (Reconciliation of Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
TAXES ON INCOME [Abstract] | ||
Balance as of beginning of the year | $101 | $100 |
Additions based on tax positions taken during the current period | 1 | 1 |
Balance at the end of the year | $102 | $101 |
RELATED_PARTY_TRANSACTIONS_AND2
RELATED PARTY TRANSACTIONS AND BALANCES (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Expenses from related party transactions | $263 | $211 | $174 |
Lease expense | 379 | 480 | 462 |
Revenues derived from a related party | 37 | 74 | 101 |
C. Mer Industries Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses from related party transactions | 11 | 16 | 13 |
Revenues derived from a related party | 33 | 29 | 0 |
Mr. Roger Challen [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership interest | 21.20% | ||
Lease expense | 56 | 56 | 56 |
Data Distributors Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses from related party transactions | 30 | 0 | 0 |
Mer & Co. (1982) Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Revenues derived from a related party | 4 | 45 | 101 |
Athena Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Amount of related party transaction | $65 |
RELATED_PARTY_TRANSACTIONS_AND3
RELATED PARTY TRANSACTIONS AND BALANCES (Schedules of Balances and Transactions with Related Parties) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Balances with related parties: | |||
Other accounts receivable and prepaid expenses (see Note 4) | $10 | $6 | |
Other accounts payable and accrued expenses (see Note 7) | 137 | 46 | |
Transactions with related parties: | |||
Revenues derived from a related party | 37 | 74 | 101 |
Amounts charged by related parties: | |||
Cost of revenues | 83 | 16 | 53 |
Operating expenses | 180 | 195 | 121 |
Total amounts charged by related parties | $263 | $211 | $174 |
SHAREHOLDERS_EQUITY_Narrative_
SHAREHOLDERS' EQUITY (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2011 | Aug. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2006 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercisable term | 5 years | ||||||
Vesting term | 4 years | ||||||
Ordinary shares available for future option grants | 926,708 | ||||||
Weighted average grant-date fair value of options granted | $1.38 | $1.45 | |||||
Total compensation cost related to options granted | $84 | $93 | $41 | ||||
Total unrecognized compensation cost related to non-vested share-based compensation arrangements | 80 | ||||||
Total unrecognized compensation cost related to non-vested share-based compensation arrangements, recognition period | 3 years | ||||||
Consultant and Service Provider [Member] | |||||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | |||||||
Number of options granted | 7,250 | ||||||
Compensation income (expense) related to the grant of stock options | $15 | ($14) | ($3) | ||||
1996 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of ordinary shares authorized for issuance | 750,000 | ||||||
2003 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of ordinary shares authorized for issuance | 946,957 | ||||||
Ordinary shares available for future option grants | 446,958 | ||||||
Additional number of shares authorized for issuance | 500,000 | ||||||
2006 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of ordinary shares authorized for issuance | 550,000 | 200,000 | |||||
Number of Ordinary shares with respect to which options may be granted thereunder to any eligible employee | 150,000 | ||||||
Additional number of shares authorized for issuance | 150,000 | 200,000 | |||||
Exercise of stock options, shares | 7,078 |
SHAREHOLDERS_EQUITY_Schedule_o
SHAREHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) (Employee Stock Option [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Employee Stock Option [Member] | |
Number of options | |
Outstanding at January 1, 2014 | 403,250 |
Granted | 75,000 |
Exercised | 7,078 |
Expired and forfeited | 114,672 |
Outstanding at December 31, 2014 | 356,500 |
Vested and expected to vest | 298,856 |
Exercisable at December 31, 2014 | 56,000 |
Weighted-average exercise price | |
Outstanding at January 1, 2014 | $1.86 |
Granted | $1.38 |
Exercised | $0.28 |
Expired and forfeited | $2.49 |
Outstanding at December 31, 2014 | $1.68 |
Vested and expected to vest | $1.68 |
Exercisable at December 31, 2014 | $0.51 |
Weighted- average remaining contractual term (in years) | |
Outstanding at December 31, 2014 | 2 years 8 months 8 days |
Vested and expected to vest | 2 years 7 months 28 days |
Exercisable at December 31, 2014 | 2 years 4 months 6 days |
Aggregate intrinsic value | |
Outstanding at December 31, 2014 | ($214,360) |
Vested and expected to vest | -205,480 |
Exercisable at December 31, 2014 | ($53,870) |
SHAREHOLDERS_EQUITY_Schedule_o1
SHAREHOLDERS' EQUITY (Schedule of Stock-Based Compensation Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Total stock-based compensation expenses recognized: | |||
Stock-based compensation expense | $84 | $93 | $41 |
Cost of Revenues [Member] | |||
Total stock-based compensation expenses recognized: | |||
Stock-based compensation expense | 11 | 7 | |
Research and Development Expenses [Member] | |||
Total stock-based compensation expenses recognized: | |||
Stock-based compensation expense | 13 | 7 | 1 |
Selling and Marketing [Member] | |||
Total stock-based compensation expenses recognized: | |||
Stock-based compensation expense | 1 | 1 | |
General and Administrative Expenses [Member] | |||
Total stock-based compensation expenses recognized: | |||
Stock-based compensation expense | $59 | $79 | $39 |
SHAREHOLDERS_EQUITY_Schedule_o2
SHAREHOLDERS' EQUITY (Schedule of Options and Warrants to Non-Employees) (Details) (USD $) | 1 Months Ended | 12 Months Ended |
Nov. 30, 2011 | Dec. 31, 2013 | |
Consultant and Service Provider [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
Number of options granted | 7,250 | |
Consultant [Member] | ||
Share-based Goods and Nonemployee Services Transaction [Line Items] | ||
Number of options granted | 40,000 | |
Options exercisable | ||
Exercise price per share | $2.08 | |
Exercisable through | August 2018 |
REPORTABLE_SEGMENTS_AND_GEOGAP2
REPORTABLE SEGMENTS AND GEOGAPHIC INFORMATION (Schedule Segment Information) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
segments | |||
Segment Reporting Information [Line Items] | |||
Number of reportable units | 2 | ||
Revenues | $7,066 | $12,472 | $13,126 |
Adjusted EBITDA | -1,188 | 2,130 | 2,479 |
Enterprise Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 6,601 | 7,817 | 9,041 |
Adjusted EBITDA | 512 | 1,231 | 1,701 |
Service Providers Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 465 | 4,655 | 4,085 |
Adjusted EBITDA | ($1,700) | $899 | $778 |
REPORTABLE_SEGMENTS_AND_GEOGAP3
REPORTABLE SEGMENTS AND GEOGAPHIC INFORMATION (Reconciliation of Total Adjusted EBITDA to Net Income) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | ($1,188) | $2,130 | $2,479 |
Depreciation and amortization expenses | 284 | 316 | 393 |
Stock-based compensation | 69 | 107 | 44 |
Financial loss (income), net | 95 | -61 | -60 |
Income tax expenses | 54 | 435 | 736 |
Net income (loss) from continuing operations | ($1,690) | $1,333 | $1,366 |
REPORTABLE_SEGMENTS_AND_GEOGAP4
REPORTABLE SEGMENTS AND GEOGAPHIC INFORMATION (Schedule of Revenues within Geographic Areas) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues by geographic areas: | |||
Revenues | $7,066 | $12,472 | $13,126 |
United States [Member] | |||
Revenues by geographic areas: | |||
Revenues | 5,642 | 10,817 | 10,251 |
Germany [Member] | |||
Revenues by geographic areas: | |||
Revenues | 90 | 252 | 482 |
Far East [Member] | |||
Revenues by geographic areas: | |||
Revenues | 300 | 300 | 443 |
Holland [Member] | |||
Revenues by geographic areas: | |||
Revenues | 219 | 216 | 297 |
Israel [Member] | |||
Revenues by geographic areas: | |||
Revenues | 440 | 400 | 917 |
Other [Member] | |||
Revenues by geographic areas: | |||
Revenues | $375 | $487 | $736 |
REPORTABLE_SEGMENTS_AND_GEOGAP5
REPORTABLE SEGMENTS AND GEOGAPHIC INFORMATION (Major Customer Information) (Details) (Sales [Member], Customer A [Member]) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Sales [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 33.00% | 23.00% |
REPORTABLE_SEGMENTS_AND_GEOGAP6
REPORTABLE SEGMENTS AND GEOGAPHIC INFORMATION (Schedule of Long-Lived Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long-lived assets: | ||
Long-lived assets | $3,986 | $4,229 |
Israel [Member] | ||
Long-lived assets: | ||
Long-lived assets | 1,131 | 1,348 |
United States [Member] | ||
Long-lived assets: | ||
Long-lived assets | 2,850 | 2,876 |
Other [Member] | ||
Long-lived assets: | ||
Long-lived assets | $5 | $5 |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended |
Dec. 31, 2014 | Feb. 03, 2015 | Apr. 30, 2015 | |
item | |||
Employee Stock Option [Member] | |||
Subsequent event [Line Items] | |||
Number of options granted | 75,000 | ||
Vexigo Ltd. [Member] | Subsequent Event [Member] | |||
Subsequent event [Line Items] | |||
Percentage of outstanding shares acquired | 100.00% | 100.00% | |
Consideration paid to acquire outstanding shares | 4,000,000 | $3,000,000 | |
Number of additional payments to be made | 2 | ||
Additional payments to be made on each date | 500,000 | ||
Period from the closing date for additional payment, one | 3 months | ||
Period from the closing date for additional payment, two | 6 months | ||
Percentage of entity's outstanding ordinary shares to be issued to acquiree post-closing | 40.00% | ||
Maximum earnout payment | $16,000,000 | ||
Period from the closing date for payment of earnout payments | 5 years 6 months | ||
Vexigo Ltd. [Member] | Subsequent Event [Member] | Independent Business Consultant [Member] | |||
Subsequent event [Line Items] | |||
Number of shares called by warrants | 62,302 | ||
Warrant term | 5 years | ||
Amount to be paid as a percentage of total consideration | 2.00% | ||
Amount to be paid as a percentage of cash consideration | 2.00% | ||
Amount to be paid as a percentage of equity consideration | 2.00% | ||
Warrant exercise price | $0 | ||
Amount to be paid as a percentage of future earn-out payments | 2.00% | ||
Vexigo Ltd. [Member] | Subsequent Event [Member] | Chief Executive Officer [Member] | |||
Subsequent event [Line Items] | |||
Number of shares called by warrants | 93,453 | ||
Warrant term | 5 years | ||
Vexigo Ltd. [Member] | Subsequent Event [Member] | Employees and Officers [Member] | Employee Stock Option [Member] | |||
Subsequent event [Line Items] | |||
Number of options granted | 242,000 |