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EQUITY | 12 Months Ended
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Dec. 31, 2014
EQUITY [Abstract] |
EQUITY |
NOTE 9:- | EQUITY
a. Share capital: Ordinary shares confer upon their holders voting rights, the right to receive cash dividends and the right to share in excess assets upon liquidation of the Company. b. Stock Option Plans: Description of Plans The Company had three stock option plans, the 2003 Stock Option and Incentive Plans and the 2005 and 2008 Stock Incentive Plans (the "Plans"). The 2003 Plan expired in 2013 although there are still options outstanding under the plan. The exercise price per share under the 2003 Plan is the higher of (i) $ 5.00 per share; and (ii) the market value of the shares as of the date of the option grant, unless otherwise provided in the stock option agreement. In December 2005, the Company's shareholders approved the adoption of a new plan, the 2005 Plan with 1,500,000 shares or stock options available for grant. In October 2008, the Company's Board of Directors approved the adoption of a sub-plan to enable qualified optionees certain tax benefits under the Israeli Income Tax Ordinance. The 2005 Plan expired in 2012 although there are still options and RSU's outstanding under the plan. In October 2008, the compensation stock option committee of the Company's Board of Directors approved the adoption of a new plan, the 2008 Plan with 1,000,000 shares or stock options available for grant and a sub-plan to enable qualified optionees certain tax benefits under the Israeli Income Tax Ordinance. Among the incentives that may be adopted are share options, performance share awards, performance share unit awards, restricted shares, restricted share unit awards and other stock-based awards. In October 2010 and April 2012 the Company's Board of Directors approved, in aggregate, a 3,000,000 shares increase in the number of shares or stock options available for grant under the 2008 Plan to a total of 4,000,000 shares available for future grants. As of December 31, 2014, an aggregate of 309,233 shares of the Company are still available for future grants under the 2008 Plan. Options granted under the Plans above vest quarterly over two to four years or annually over four years. The options expire six, seven or ten years from the date of grant. RSUs granted under the Plans above (excluding the 2003 plan) vest quarterly or annually over four years. Any options or RSUs, which are forfeited or canceled before expiration, become available for future grants. Valuation Assumptions The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model. The option-pricing model requires a number of assumptions, of which the most significant are expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements. The expected option term represents the period that the Company's stock options are expected to be outstanding and are based on historical incidence of exercise of options. The expected term of options granted is based upon historical experience complying with SAB 110. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. Options granted to Employees and Non-employees The fair value of the Company's stock options granted to employees for the years ended December 31, 2014, 2013 and 2012 was estimated using the following weighted average assumptions:
|  |  | Year ended
|  |  | December 31,
|  |  | 201 4 |  |  | 201 3 |  |  | 20 1 2
Risk free interest |  |  |  | 1.63 | % |  |  |  | 0.90 | % |  |  |  | 0.68 | %
Dividend yields |  |  |  | 0 | % |  |  |  | 0 | % |  |  |  | 0 | %
Volatility |  |  |  | 36 | % |  |  |  | 46 | % |  |  |  | 45 | %
Expected term (in years) |  |  |  | 4.8 |  |  |  |  | 5 |  |  |  |  | 5 |
No options were granted to non-employees during the years ended December 31, 2014 and December 31, 2013. The fair value of the Company's stock options granted to non-employees for the year ended December 31, 2012 was estimated using the following weighted average assumptions: risk free interest of 0.79%, dividend yield of 0%, volatility of 45% and expected term of 6.0 years. A summary of employee option balances under the Plans 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 remaining contractual term (in years) |  |  |  | Aggregate intrinsic value (in thousands) |
Outstanding at January 1, 2014 |  |  |  | 5,374,000 |  |  |  | $ | 5.0 |  |  |  |  | 2.7 |  |  |  | $ | 2,122 |
Granted |  |  |  | 600,000 |  |  |  | $ | 5.2 |  |  |  |  |  |  |  |  |  |  |
Exercised |  |  |  | (272,000 | ) |  |  | $ | 4.0 |  |  |  |  |  |  |  |  |  |  |
Expired |  |  |  | (21,750 | ) |  |  | $ | 6.5 |  |  |  |  |  |  |  |  |  |  |
Forfeited |  |  |  | (1,248,867 | ) |  |  | $ | 5.2 |  |  |  |  |  |  |  |  |  |  |
Outstanding at December 31, 2014 |  |  |  | 4,431,383 |  |  |  | $ | 5.0 |  |  |  |  | 2.2 |  |  |  | $ | 1,405 |
Exercisable at December 31, 2014 |  |  |  | 3,357,465 |  |  |  | $ | 5.2 |  |  |  |  | 1.5 |  |  |  | $ | 807 |
Vested and expected to vest at December 31, 2014 |  |  |  | 4,339,522 |  |  |  | $ | 5.0 |  |  |  |  | 2.4 |  |  |  | $ | 1,383 |
A summary of employee option balances under the Plans as of December 31, 2013 and 2012 and changes during the years ended on those dates are as follows:
|  |  | Year ended December 31, |
|  |  | 201 3 |  |  |  | 20 1 2 |
|  |  | Number of options |  |  |  | Weighted- average exercise price |  |  |  | Number of options |  |  |  | Weighted- average exercise price |
Options outstanding at beginning of year |  |  |  | 5,879,798 |  |  |  | $ | 5.0 |  |  |  |  | 4,996,438 |  |  |  | $ | 5.5 |
Granted |  |  |  | 40,000 |  |  |  | $ | 5.3 |  |  |  |  | 1,150,000 |  |  |  | $ | 3.4 |
Exercised |  |  |  | (154,498 | ) |  |  | $ | 4.2 |  |  |  |  | (56,000 | ) |  |  | $ | 4.1 |
Expired |  |  |  | (151,900 | ) |  |  | $ | 5.0 |  |  |  |  | (8,938 | ) |  |  | $ | 77.6 |
Forfeited |  |  |  | (239,400 | ) |  |  | $ | 6.0 |  |  |  |  | (201,702 | ) |  |  | $ | 5.7 |
Options outstanding at end of year |  |  |  | 5,374,000 |  |  |  | $ | 5.0 |  |  |  |  | 5,879,798 |  |  |  | $ | 5.0 |
Options exercisable at end of year |  |  |  | 4,097,913 |  |  |  | $ | 5.4 |  |  |  |  | 4,150,546 |  |  |  | $ | 5.6 |
A summary of non-employee option balances under the Plans 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 remaining contractual term (in years) |  |  |  | Aggregate intrinsic value (in thousands) |
Outstanding at January 1, 2013 |  |  |  | 35,000 |  |  |  | $ | 4.1 |  |  |  |  | 4.1 |  |  |  | $ | 34 |
Granted |  |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Exercised |  |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expired |  |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Forfeited |  |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding at December 31, 2014 |  |  |  | 35,000 |  |  |  | $ | 4.1 |  |  |  |  | 3.1 |  |  |  | $ | 33 |
Exercisable at December 31, 2014 |  |  |  | 23,000 |  |  |  | $ | 4.7 |  |  |  |  | 2.9 |  |  |  | $ | 13 |
Vested and expected to vest at December 31, 2014 |  |  |  | 31,700 |  |  |  | $ | 4.3 |  |  |  |  | 3.1 |  |  |  | $ | 28 |
A summary of non-employee option balances under the Plans as of December 31, 2013 and 2012 and changes during the years ended on those dates are as follows:
|  |  | Year ended December 31, |
|  |  | 201 3 |  |  |  | 20 1 2 |
|  |  | Number of options |  |  |  | Weighted- average exercise price |  |  |  | Number of options |  |  |  | Weighted- average exercise price |
Options outstanding at beginning of year |  |  |  | 35,000 |  |  |  | $ | 4.1 |  |  |  |  | 365,000 |  |  |  | $ | 6.0 |
Granted |  |  |  | - |  |  |  |  |  |  |  |  |  | 20,000 |  |  |  | $ | 3.0 |
Exercised |  |  |  | - |  |  |  |  |  |  |  |  |  | - |  |  |  |  | - |
Expired |  |  |  | - |  |  |  |  |  |  |  |  |  | - |  |  |  |  | - |
Forfeited |  |  |  | - |  |  |  |  |  |  |  |  |  | (350,000 | ) |  |  | $ | 6.0 |
Options outstanding at end of year |  |  |  | 35,000 |  |  |  | $ | 4.1 |  |  |  |  | 35,000 |  |  |  | $ | 4.1 |
Options exercisable at end of year |  |  |  | 14,625 |  |  |  | $ | 5.1 |  |  |  |  | 7,125 |  |  |  | $ | 5.7 |
The weighted-average grant-date fair value of options granted to employees during the years ended December 31, 2014, 2013 and 2012 was $1.51, $ 2.17 and $ 1.36, respectively. The weighted-average grant-date fair value of options granted to non-employees during the year ended December 31, 2012 was $ 1.24. The aggregate intrinsic value in the tables above represents the total intrinsic value (the difference between the Company's closing stock price on the last trading day of the year 2014 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2014. These amounts change based on the fair market value of the Company's stock. Total intrinsic value of options exercised for the years ended December 31, 2014, 2013 and 2012 was approximately $ 247, $ 201, $ 65 and nil, respectively. Total grant-date fair value of options and RSUs granted to employees that vested during the years ended December 31, 2014, 2013 and 2012 was approximately $ 1,973, $ 1,747 and $ 1,867, respectively. Total grant-date fair value of options and RSUs granted to non-employees that vested during the years ended December 31, 2014, 2013 and 2012 was approximately $ 63, $ 62 and $ 134 , respectively. The outstanding and exercisable options granted to employees under the Plans as of December 31, 2014, have been separated into ranges of exercise price as follows:
|  |  | Options |  |  |  | Weighted |  |  |  |  |  |  |  | Options |  |  |  | Weighted |
|  |  | outstanding |  |  |  | average |  |  |  | Weighted |  |  |  | exercisable |  |  |  | average exercise |
Ranges of |  |  | as of |  |  |  | remaining |  |  |  | A verage |  |  |  | as of |  |  |  | price of |
Exercise |  |  | December 31, |  |  |  | contractual |  |  |  | E xercise |  |  |  | December 31, |  |  |  | exercisable |
Price |  |  | 201 4 |  |  |  | life (years) |  |  |  | P rice |  |  |  | 201 4 |  |  |  | options |
$ 3.00-4.00 |  |  |  | 1,258,000 |  |  |  |  | 2.4 |  |  |  | $ | 3.6 |  |  |  |  | 803,500 |  |  |  | $ | 3.7 |
$ 4.54-6.77 |  |  |  | 3,163,383 |  |  |  |  | 2.1 |  |  |  | $ | 5.6 |  |  |  |  | 2,543,965 |  |  |  | $ | 5.7 |
$ 8.10 |  |  |  | 10,000 |  |  |  |  | 1.6 |  |  |  | $ | 8.1 |  |  |  |  | 10,000 |  |  |  | $ | 8.1 |
|  |  |  | 4,431,383 |  |  |  |  | 2.2 |  |  |  |  | 5.0 |  |  |  |  | 3,357,465 |  |  |  |  | 5.2 |
The outstanding and exercisable options granted to non-employees under the Plans as of December 31, 2014, have been separated into ranges of exercise price as follows:
|  |  | Options |  |  | Weighted |  |  |  |  |  | Options |  |  |  | Weighted |
|  |  | O utstanding |  |  | average |  |  | Weighted |  |  | exercisable |  |  |  | average exercise |
Range of |  |  | as of |  |  | remaining |  |  | A verage |  |  | as of |  |  |  | price of |
Exercise |  |  | December 31, |  |  | contractual |  |  | E xercise |  |  | December 31, |  |  |  | exercisable |
Price |  |  | 201 4 |  |  | life (years) |  |  | P rice |  |  | 201 4 |  |  |  | options |
3.00-5.65 |  |  |  | 35,000 |  |  |  | 3.1 |  |  |  | 4.1 |  |  |  | 23,000 |  |  |  | 4.7 |
Restricted Share Units ("RSUs") granted to Employees and Non-employees The fair value of RSUs is estimated based on the market value of the Company's stock on the date of the award. During 2014, 2013 and 2012, the Company granted 0, 47,000 and 1,112,500 RSUs, respectively. The entitlement to these RSUs vests over a four-year period (15%, 25%, 30% and 30% each year, respectively) in quarterly or in annual trenches. The following table summarizes information regarding the number of RSUs issued and outstanding as of December 31, 2014, 2013 and 2012 and changes during the years ended on those dates: Employees:
|  |  | Year ended December 31, |
|  |  | 201 4 |  |  |  | 2013 |  |  |  | 20 1 2 |
|  |  | Number of RSUs |  |  |  | Weighted- average grant date fair value |  |  |  | Number of RSUs |  |  |  | Weighted- average grant date fair value |  |  |  | Number of RSUs |  |  |  | Weighted- average grant date fair value |
RSUs outstanding at the beginning of the year |  |  |  | 991,276 |  |  |  | $ | 4.1 |  |  |  |  | 1,348,452 |  |  |  | $ | 4.1 |  |  |  |  | 846,147 |  |  |  | $ | 4.2 |
Granted |  |  |  | - |  |  |  |  |  |  |  |  |  | 47,000 |  |  |  | $ | 5.8 |  |  |  |  | 1,112,500 |  |  |  | $ | 3.9 |
Vested |  |  |  | (323,650 | ) |  |  | $ | 4.1 |  |  |  |  | (262,426 | ) |  |  | $ | 4.3 |  |  |  |  | (445,731 | ) |  |  | $ | 3.4 |
Forfeited |  |  |  | (96,001 | ) |  |  | $ | 4.1 |  |  |  |  | (141,750 | ) |  |  | $ | 4.3 |  |  |  |  | (164,464 | ) |  |  | $ | 5.1 |
RSUs outstanding at the end of the year |  |  |  | 571,625 |  |  |  | $ | 4.1 |  |  |  |  | 991,276 |  |  |  | $ | 4.1 |  |  |  |  | 1,348,452 |  |  |  | $ | 4.1 |
Non-employees:
|  |  | Year ended December 31, |
|  |  | 201 4 |  |  |  | 201 3 |  |  |  | 201 2 |
|  |  | Number of RSUs |  |  |  | Weighted- average grant date fair value |  |  |  | Number of RSUs |  |  |  | Weighted- average grant date fair value |  |  |  | Number of RSUs |  |  |  | Weighted- average grant date fair value |
RSUs outstanding at the beginning of the year |  |  |  | 10,500 |  |  |  | $ | 5.2 |  |  |  |  | 19,250 |  |  |  | $ | 5.2 |  |  |  |  | 32,250 |  |  |  | $ | 4.7 |
Granted |  |  |  | - |  |  |  |  | - |  |  |  |  | - |  |  |  | $ | - |  |  |  |  | - |  |  |  | $ | - |
Vested |  |  |  | (9,000 | ) |  |  | $ | 5.2 |  |  |  |  | (8,750 | ) |  |  | $ | 5.2 |  |  |  |  | (13,000 | ) |  |  | $ | 4.0 |
Forfeited |  |  |  | - |  |  |  |  | - |  |  |  |  | - |  |  |  |  | - |  |  |  |  | - |  |  |  |  | - |
RSUs outstanding at the end of the year |  |  |  | 1,500 |  |  |  | $ | 5.2 |  |  |  |  | 10,500 |  |  |  | $ | 5.2 |  |  |  |  | 19,250 |  |  |  | $ | 5.2 |
Additional Stock-based Compensation Data As of December 31, 2014, there was approximately $ 3,250 of unrecognized compensation costs related to non-vested stock-based compensation arrangements granted to employees under the Plans and approximately $ 19 of unrecognized compensation costs related to non-vested stock-based compensation arrangements granted to non-employees under the Plans. The cost related to employees is expected to be recognized over a weighted-average period of 1.06 years and the cost related to non-employees is expected to be recognized over the weighted-average period of 0.90 year. c. In December 2012, the Company approved the grant of 150,000 stock options to three new directors (out of which 100,000 stock options were granted to FIMI IV 2007 LTD, a shareholder in the Company, in connection with director services provided by two of the new directors) at an exercise price of $ 5.31 per share. These options vest ratably, each quarter, over a three year period. The fair value of these options was estimated at $ 299, using the Black-Scholes option-pricing valuation model which is expected to be recognized over a weighted-average period of 1.63 years starting from the grant date. These grants are included in the above tables as employee grants. d. In May 2014, the Company approved the grant of 50,000 stock options to a new director at an exercise price of $ 5.24 per share. These options vest ratably, each quarter, over a three-year period. The fair value of these options was estimated at $ 73, using the Black-Scholes option-pricing valuation model which is expected to be recognized over a weighted-average period of 1.63 years starting from the grant date. This grant is included in the above tables as employee grants. e. In July 2014, the Company approved the grant of 250,000 stock options to its Chairman of the Board of Directors at an exercise price of $ 5.06 per share. These options vest ratably, each quarter, over a four-year period. The fair value of these options was estimated at $ 345, using the Black-Scholes option-pricing valuation model which is expected to be recognized over a weighted-average period of 2.01 years starting from the grant date. This grant is included in the above tables as employee grants. f. In December 2014, the Company approved the grant of 100,000 stock options to two new directors at exercise prices of $ 5.15 and $ 5.13 per share. These options vest ratably, each quarter, over a three-year period. The fair value of these options was estimated at $ 125, using the Black-Scholes option-pricing valuation model which is expected to be recognized over a weighted-average period of 1.63 years starting from the grant date. These grants are included in the above tables as employee grants. g. Dividends: 1. In the event that cash dividends are declared by the Company, such dividends will be declared and paid in Israeli currency. Under current Israeli regulations, any cash dividend in Israeli currency paid in respect of ordinary shares purchased by non-residents of Israel with non-Israeli currency, may be freely repatriated in such non-Israeli currency, at the exchange rate prevailing at the time of repatriation. The Company does not expect to pay cash dividends in the foreseeable future. 2. Pursuant to the terms of a credit line from a bank (see also note 12d), the Company is restricted from paying cash dividends to its shareholders without initial approval from the bank.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Article 4 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph d -Article 4 Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 + Details
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