Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'BLUEPHOENIX SOLUTIONS LTD | ' |
Entity Central Index Key | '0001029581 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 11,620,758 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $223 | $2,592 |
Restricted cash | 12 | 35 |
Trade accounts receivable, net | 2,401 | 1,960 |
Other current assets | 258 | 239 |
Total Current Assets | 2,894 | 4,826 |
Non-Current Assets: | ' | ' |
Property and equipment, net | 261 | 287 |
Goodwill | 12,501 | 12,501 |
Total Non-Current Assets | 12,762 | 12,788 |
TOTAL ASSETS | 15,656 | 17,614 |
Current Liabilities: | ' | ' |
Short-term bank credit and others | 611 | 40 |
Trade accounts payable | 1,097 | 886 |
Deferred revenue | 179 | 719 |
Other current liabilities | 814 | 902 |
Total Current Liabilities | 2,701 | 2,547 |
Non-Current Liabilities | ' | ' |
Accrued severance pay, net | 255 | 290 |
Loans from others | 114 | 162 |
Derivative liabilities - warrants | 218 | 311 |
Total Non-Current Liabilities | 587 | 763 |
Total Equity | 12,368 | 14,304 |
TOTAL LIABILITIES AND EQUITY | $15,656 | $17,614 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $1,594 | $1,934 | $5,346 | $6,495 |
Cost of revenue | 1,042 | 1,044 | 3,053 | 3,222 |
Gross profit | 552 | 890 | 2,293 | 3,273 |
Research and development costs | 168 | 352 | 693 | 1,048 |
Selling, general and administrative expenses | 1,279 | 1,689 | 4,152 | 4,804 |
Gain on sales of subsidiaries and Appbuilder | ' | ' | ' | -786 |
Total operating expenses | 1,447 | 2,041 | 4,845 | 5,066 |
Operating loss | -895 | -1,151 | -2,552 | -1,793 |
Financial income (expense), net | 58 | -25 | 93 | -67 |
Loss before taxes | -837 | -1,176 | -2,459 | -1,860 |
Taxes on income | 11 | 8 | 29 | 59 |
Net loss from continued operation | -848 | -1,184 | -2,488 | -1,919 |
Net loss from discontinued operation | ' | ' | ' | 399 |
Net loss | -848 | -1,184 | -2,488 | -2,318 |
Net results attributed to noncontrolling interests | -70 | 56 | -35 | 277 |
Loss attributed to BluePhoenix shareholders | ($778) | ($1,240) | ($2,453) | ($2,595) |
Loss per share: | ' | ' | ' | ' |
From continued operation- basic and diluted | ($0.07) | ($0.12) | ($0.21) | ($0.21) |
From discontinued operation- basic and diluted | ' | ' | ' | ($0.03) |
Attributed to the shareholders | ($0.07) | ($0.12) | ($0.21) | ($0.24) |
Shares used in per share calculation: | ' | ' | ' | ' |
Basic and diluted | 11,497 | 10,735 | 11,460 | 10,687 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statements of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net loss | ($848) | ($1,184) | ($2,488) | ($2,318) |
Other comprehensive income | ' | ' | ' | ' |
Total comprehensive loss | -848 | -1,184 | -2,488 | -2,318 |
Comprehensive result attributable to the non-controlling interests | -70 | 56 | -35 | 277 |
Comprehensive loss attributable to BluePhoenix shareholders | ($778) | ($1,240) | ($2,453) | ($2,595) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' | ' |
Net loss | ($848) | ($1,184) | ($2,488) | ($2,318) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' |
Depreciation and amortization | 18 | 62 | 68 | 266 |
Decrease in accrued severance pay, net | -12 | -3 | -35 | -14 |
Stock-based compensation | 166 | 215 | 552 | 467 |
Change in fair value of derivatives | -48 | 29 | -93 | -7 |
Gain on sales of subsidiaries and Appbuilder | ' | ' | ' | -414 |
Changes in operating assets and liabilities: | ' | ' | ' | ' |
Decrease (increase) in trade receivables | -50 | 528 | -441 | 761 |
Decrease (increase) in other current assets | 64 | 43 | 4 | -19 |
Increase (decrease) in trade payables | 193 | 25 | 211 | -288 |
Increase (decrease) in other current liabilities and deferred revenues | -165 | 112 | -628 | 53 |
Net cash used in operating activities | -682 | -173 | -2,850 | -1,513 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' | ' |
Purchase of property and equipment | -5 | ' | -42 | -9 |
Proceeds from sales of subsidiaries and Appbuilder | ' | ' | ' | 800 |
Net cash provided by (used in) investing activities | -5 | ' | -42 | 791 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' | ' |
Short term bank credit | 523 | -67 | 523 | -216 |
Exercise of warrants | ' | 40 | ' | 40 |
Net cash used in financing activities | 523 | -27 | 523 | -176 |
NET CASH DECREASE IN CASH AND CASH EQUVIALETS | -164 | -200 | -2,369 | -898 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 387 | 1,862 | 2,592 | 2,560 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $223 | $1,662 | $223 | $1,662 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||
Sep. 30, 2014 | |||
Summary of Significant Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Policies | ' | ||
Note 1 – Summary of Significant Accounting Policies: | |||
A. | The Company | ||
BluePhoenix Solutions Ltd. (“BluePhoenix”), together with its subsidiaries, the “Company”, “we”, “us” or “our,” is a public company incorporated in Israel, which operates in one operating segment of information technology modernization solutions. | |||
The Company develops and markets unique enterprise legacy lifecycle information technology modernization solutions and provides tools and professional services to selected customers. The Company manages its business in various international markets through several entities, including its wholly-owned and majority owned subsidiaries located in: United States (where its headquarters are located), United Kingdom, Italy, Romania and Israel. | |||
The Company has incurred negative cash flows from operation and net losses in recent years. The Company currently uses its credit line with Comerica Bank to support its negative cash flow position. Management believes that the Company’s current cash position, together with its available credit line, is sufficient to support the ongoing operations for the foreseeable future. | |||
B. | Recently Issued Accounting Pronouncements | ||
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity: the amendments in this standard change the requirements for reporting discontinued operations in Subtopic 205-20. The amendments in this update will be effective prospectively for annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company does not expect a significant impact on the consolidated financial statements upon adoption. | |||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from contracts with customers (Topic 606).). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply a five step methodology: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. An entity should apply the amendments in this update using one of the following two methods: (1) retrospectively to each prior reporting period presented (along with some practical expedients); or (2) retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. The amendments in this update will be effective prospectively for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact of the adoption of this update on its consolidated financial statements. | |||
In August 2014, the FASB issued ASU No. 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”. The new standard provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. ASU 2014-15 applies prospectively to annual periods ending after December 15, 2016, and to annual and interim periods thereafter. Early application is permitted. The Company does not expect material impacts on the consolidated financial statements upon adoption. | |||
In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging(Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The objective of this ASU is to eliminate the existing diversity in practice in accounting for hybrid financial instruments issued in the form of a share. A hybrid financial instrument consists of a “host contract” into which one or more derivative terms have been embedded. The ASU requires an entity to consider the terms and features of the entire financial instrument, including the embedded derivative features, in order to determine whether the nature of the host contract is more akin to debt or to equity. The ASU is effective for annual periods and interim periods with those annual periods beginning after December 15, 2015, with early adoption permitted. A reporting entity should apply the ASU using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the annual period of adoption. Retrospective application is permitted to all relevant prior periods. The Company will adopt the ASU on January 1, 2016. The Company is still assessing whether this adoption will have an effect on its consolidated financial statements. | |||
C. | Unaudited Interim Condensed Consolidated Financial Statements | ||
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for the annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014. The interim financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |||
D. | Use of Estimates | ||
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that 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 periods. Actual results could differ from those estimates. | |||
E. | Principles of Consolidation | ||
The consolidated financial statements include the Company's and its subsidiaries financial statements. The consolidated financial statements of subsidiaries are included in the condensed consolidated financial statements from the date that control is achieved until the date that control ceases. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its operating activities. In assessing control, legal and contractual rights are taken into account. Intercompany transactions and balances are eliminated upon consolidation. |
Goodwill
Goodwill | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Goodwill [Abstract] | ' | ||||||||
Goodwill | ' | ||||||||
Note 2 – Goodwill: | |||||||||
The following is a summary of the change in the carrying amount of goodwill as of September 30, 2014 and December 31, 2013: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Unaudited | Audited | ||||||||
(in thousands) | |||||||||
Balance as of January 1. | |||||||||
Goodwill | $ | 54,316 | $ | 54,316 | |||||
Accumulated impairment losses at the beginning of the period | (41,815 | ) | (41,815 | ) | |||||
Balance at end of period | $ | 12,501 | $ | 12,501 | |||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Note 3 – Fair Value Measurements: | |||||||||||||||||
The accounting guidance establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: | |||||||||||||||||
Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. | |||||||||||||||||
Level 2 – Observable inputs such as quoted prices for similar instruments and quoted prices in markets that are not active, and inputs that are directly observable or can be corroborated by observable market data. The types of assets and liabilities included in Level 2 are typically either comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or priced with models using highly observable inputs, such as commodity options priced using observable forward prices and volatilities. | |||||||||||||||||
Level 3 – Significant inputs to pricing that have little or no observability as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as the complex and subjective models and forecasts used to determine the fair value of financial instruments. | |||||||||||||||||
Financial assets and liabilities measured at fair value as of September 30, 2014 and December 31, 2013, are summarized below: | |||||||||||||||||
Fair value measurements using input type | |||||||||||||||||
30-Sep-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 223 | $ | - | $ | - | $ | 223 | |||||||||
Restricted cash | 12 | - | - | 12 | |||||||||||||
Derivative liability - warrants | - | (218 | ) | - | (218 | ) | |||||||||||
$ | 235 | $ | (218 | ) | $ | - | $ | 17 | |||||||||
Fair value measurements using input type | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 2,592 | $ | - | $ | - | $ | 2,592 | |||||||||
Restricted cash | 35 | - | - | 35 | |||||||||||||
Derivative liability - warrants | - | (311 | ) | - | (311 | ) | |||||||||||
$ | 2,627 | $ | (311 | ) | $ | - | $ | 2,316 | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||
Sep. 30, 2014 | |||
Commitments and Contingencies [Abstract] | ' | ||
Commitments and Contingencies | ' | ||
Note 4 – Commitments and Contingencies: | |||
A. | Commitments: | ||
Israel’s Office of the Chief Scientist. One of the Company’s subsidiaries has entered into agreements with Israel’s Office of the Chief Scientist, or OCS; this subsidiary is obliged to pay royalties to the OCS at a rate of 3% on sales of the funded products, up to 100% of the dollar-linked grant received in respect of these products from the OCS. As of September 30, 2014, the contingent liability that was not recognized amounted to $245,477. | |||
Ministry of Production in Italy. In July 2007, the Company’s subsidiary, I-Ter, received an amount of $585,000 from the Ministry of Production in Italy for I-Ter’s Easy4Plan product. Easy4Plan is a workflow management tool designed for ISO9000 companies. 36.5% of the funds received constitute a grant, and the remaining 63.5%, is a 10-year loan to be repaid by I-Ter in annual installments until September 2018. The loan bears a minimal annual interest of 0.87% and is linked to the euro. As of September 30, 2014, the remaining loan balance was $154,000. | |||
B. | Contingencies: | ||
The Company evaluates estimated losses for indemnifications due to product infringement under FASB Topic ASC 450 “Contingencies”. At this time, it is not possible to determine the maximum potential amount under these indemnification clauses due to lack of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements may not be subject to maximum loss clauses. Historically, the Company has not incurred costs as a result of obligations under these agreements and has not accrued any liabilities related to such indemnification obligations in the Company’s financial statements. |
Discontinued_Operation
Discontinued Operation | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Discontinued Operation [Abstract] | ' | ||||
Discontinued Operation | ' | ||||
Note 5 – Discontinued Operation: | |||||
In February 2013, the Company executed an agreement for the sale of the operations of BridgeQuest, Inc. and its relevant subsidiary. Total consideration for BridgeQuest, Inc. was $6,500. In addition, as part of the agreement, the Company received additional amounts upon collection of existing account receivables of BridgeQuest, Inc. collected by the purchaser following the transaction. BridgeQuest, Inc. met the definition of a component. Accordingly, the results of operations in the statement of operations and prior period’s results have been reclassified accordingly. | |||||
The following is the composition from discontinued operation: | |||||
Nine Months Ended | |||||
September 30, | |||||
2013 | |||||
Revenue | $- | ||||
Cost of revenue | 16 | ||||
Gross loss | (16 | ) | |||
Research and development costs | - | ||||
Selling, general, and administrative expenses | 2 | ||||
Loss on realization of shareholdings | 372 | ||||
Operating loss | (390 | ) | |||
Financial expense, net | 9 | ||||
Loss before provision for income taxes | (399 | ) | |||
Provision for income taxes | - | ||||
Net loss | $ | (399 | ) | ||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events: | ' |
Note 6 – Subsequent Events: | |
On October 14, 2014, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) with Sophisticated Business Systems, Inc., or Ateras, pursuant to which Ateras and one of the Company’s wholly owned subsidiaries will merge, subject to shareholder approval, regulatory review and other closing conditions. If such conditions are satisfied, the Company expects the acquisition will be completed during the fourth quarter of 2014. The definitive agreement provides for the issuance of 6.2 million of the Company’s ordinary shares. Ateras generated revenue of $5.8 million for the year ended December 31, 2013 and had net losses of $0.3 million for the year ended December 31, 2013. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||
Sep. 30, 2014 | |||
Summary of Significant Accounting Policies [Abstract] | ' | ||
The Company | ' | ||
A. | The Company | ||
BluePhoenix Solutions Ltd. (“BluePhoenix”), together with its subsidiaries, the “Company”, “we”, “us” or “our,” is a public company incorporated in Israel, which operates in one operating segment of information technology modernization solutions. | |||
The Company develops and markets unique enterprise legacy lifecycle information technology modernization solutions and provides tools and professional services to selected customers. The Company manages its business in various international markets through several entities, including its wholly-owned and majority owned subsidiaries located in: United States (where its headquarters are located), United Kingdom, Italy, Romania and Israel. | |||
The Company has incurred negative cash flows from operation and net losses in recent years. The Company currently uses its credit line with Comerica Bank to support its negative cash flow position. Management believes that the Company’s current cash position, together with its available credit line, is sufficient to support the ongoing operations for the foreseeable future. | |||
Recently Issued Accounting Pronouncements | ' | ||
B. | Recently Issued Accounting Pronouncements | ||
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity: the amendments in this standard change the requirements for reporting discontinued operations in Subtopic 205-20. The amendments in this update will be effective prospectively for annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company does not expect a significant impact on the consolidated financial statements upon adoption. | |||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from contracts with customers (Topic 606).). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply a five step methodology: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. An entity should apply the amendments in this update using one of the following two methods: (1) retrospectively to each prior reporting period presented (along with some practical expedients); or (2) retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. The amendments in this update will be effective prospectively for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact of the adoption of this update on its consolidated financial statements. | |||
In August 2014, the FASB issued ASU No. 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”. The new standard provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. ASU 2014-15 applies prospectively to annual periods ending after December 15, 2016, and to annual and interim periods thereafter. Early application is permitted. The Company does not expect material impacts on the consolidated financial statements upon adoption. | |||
In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging(Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The objective of this ASU is to eliminate the existing diversity in practice in accounting for hybrid financial instruments issued in the form of a share. A hybrid financial instrument consists of a “host contract” into which one or more derivative terms have been embedded. The ASU requires an entity to consider the terms and features of the entire financial instrument, including the embedded derivative features, in order to determine whether the nature of the host contract is more akin to debt or to equity. The ASU is effective for annual periods and interim periods with those annual periods beginning after December 15, 2015, with early adoption permitted. A reporting entity should apply the ASU using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the annual period of adoption. Retrospective application is permitted to all relevant prior periods. The Company will adopt the ASU on January 1, 2016. The Company is still assessing whether this adoption will have an effect on its consolidated financial statements. | |||
Unaudited Interim Consolidated Financial Statements | ' | ||
C. | Unaudited Interim Condensed Consolidated Financial Statements | ||
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for the annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014. The interim financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |||
Use of Estimates | ' | ||
D. | Use of Estimates | ||
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that 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 periods. Actual results could differ from those estimates. | |||
Principles of Consolidation | ' | ||
E. | Principles of Consolidation | ||
The consolidated financial statements include the Company's and its subsidiaries financial statements. The consolidated financial statements of subsidiaries are included in the condensed consolidated financial statements from the date that control is achieved until the date that control ceases. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its operating activities. In assessing control, legal and contractual rights are taken into account. Intercompany transactions and balances are eliminated upon consolidation. |
Goodwill_Tables
Goodwill (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Goodwill [Abstract] | ' | ||||||||
Schedule of Goodwill | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Unaudited | Audited | ||||||||
(in thousands) | |||||||||
Balance as of January 1. | |||||||||
Goodwill | $ | 54,316 | $ | 54,316 | |||||
Accumulated impairment losses at the beginning of the period | (41,815 | ) | (41,815 | ) | |||||
Balance at end of period | $ | 12,501 | $ | 12,501 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Summary of fair value measurements | ' | ||||||||||||||||
Fair value measurements using input type | |||||||||||||||||
30-Sep-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 223 | $ | - | $ | - | $ | 223 | |||||||||
Restricted cash | 12 | - | - | 12 | |||||||||||||
Derivative liability - warrants | - | (218 | ) | - | (218 | ) | |||||||||||
$ | 235 | $ | (218 | ) | $ | - | $ | 17 | |||||||||
Fair value measurements using input type | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Cash and cash equivalents | $ | 2,592 | $ | - | $ | - | $ | 2,592 | |||||||||
Restricted cash | 35 | - | - | 35 | |||||||||||||
Derivative liability - warrants | - | (311 | ) | - | (311 | ) | |||||||||||
$ | 2,627 | $ | (311 | ) | $ | - | $ | 2,316 | |||||||||
Discontinued_Operation_Tables
Discontinued Operation (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Discontinued Operation Additional Disclosures [Abstract] | ' | ||||
Summary of composition from discontinued operation | ' | ||||
Nine Months Ended | |||||
September 30, | |||||
2013 | |||||
Revenue | $- | ||||
Cost of revenue | 16 | ||||
Gross loss | (16 | ) | |||
Research and development costs | - | ||||
Selling, general, and administrative expenses | 2 | ||||
Loss on realization of shareholdings | 372 | ||||
Operating loss | (390 | ) | |||
Financial expense, net | 9 | ||||
Loss before provision for income taxes | (399 | ) | |||
Provision for income taxes | - | ||||
Net loss | $ | (399 | ) | ||
Goodwill_Details
Goodwill (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance as of January 1 | ' | ' |
Goodwill | $54,316 | $54,316 |
Accumulated impairment losses at the beginning of the period | -41,815 | -41,815 |
Balance at end of period | $12,501 | $12,501 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | $223 | $2,592 |
Restricted cash | 12 | 35 |
Derivatives liability - warrants | -218 | -311 |
Total fair value of assets | 17 | 2,316 |
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | 223 | 2,592 |
Restricted cash | 12 | 35 |
Derivatives liability - warrants | ' | ' |
Total fair value of assets | 235 | 2,627 |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | ' | ' |
Restricted cash | ' | ' |
Derivatives liability - warrants | -218 | -311 |
Total fair value of assets | -218 | -311 |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash and cash equivalents | ' | ' |
Restricted cash | ' | ' |
Derivatives liability - warrants | ' | ' |
Total fair value of assets | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | 9 Months Ended | 1 Months Ended | |
Sep. 30, 2014 | Jul. 31, 2007 | Sep. 30, 2014 | |
Ministry of Production in Italy [Member] | Ministry of Production in Italy [Member] | ||
Other Commitments [Line Items] | ' | ' | ' |
Royal commitment, percent of funded product sales | 3.00% | ' | ' |
Royalty commitment, maximum percent of grant linked to product sales | 100.00% | ' | ' |
Contingent liability, maximum potential royalty payment | $245,477 | ' | ' |
Proceeds from issuance of debt and other | ' | 585,000 | ' |
Percent of proceeds considered long-term debt | ' | 63.50% | ' |
Percent of proceeds considered a grant | ' | 36.50% | ' |
Maturity date | ' | 30-Sep-18 | ' |
Debt instrument, minimum interest rate | ' | 0.87% | ' |
Long-term debt | ' | ' | $154,000 |
Discontinued_Operation_Details
Discontinued Operation (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Discontinued Operation [Abstract] | ' |
Revenue | ' |
Cost of revenue | 16 |
Gross loss | -16 |
Research and development costs | ' |
Selling, general, and administrative expenses | 2 |
Loss on realization of shareholdings | 372 |
Operating loss | -390 |
Financial expense, net | 9 |
Loss before provision for income taxes | -399 |
Provision for income taxes | ' |
Net loss | ($399) |
Discontinued_Operation_Details1
Discontinued Operation (Details Textual) (Bridge Quest [Member], USD $) | 1 Months Ended |
Feb. 28, 2013 | |
Bridge Quest [Member] | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' |
Total consideration for sale of subsidiary | $6,500 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], Ateras [Member], USD $) | 0 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Oct. 14, 2014 | Dec. 31, 2013 |
Subsequent Event [Member] | Ateras [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Shares issued to purchase Ateras | 6.2 | ' |
Net, revenue from Ateras | ' | $5.80 |
Net loss from Ateras | ' | $0.30 |