Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2017shares | |
Document And Entity Information [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2017 |
Entity Registrant Name | ICTS INTERNATIONAL N V |
Entity Central Index Key | 1,010,134 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,017 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 21,000,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 8,375 | $ 3,892 |
Restricted cash | 4,384 | 3,787 |
Accounts receivable, net | 45,047 | 34,128 |
Prepaid expenses and other current assets | 4,241 | 2,101 |
Total current assets | 62,047 | 43,908 |
Deferred tax assets, net | 361 | 337 |
Investments | 2,000 | |
Property and equipment, net | 2,437 | 1,784 |
Goodwill | 693 | 712 |
Other assets | 526 | 415 |
Total assets | 68,064 | 47,156 |
CURRENT LIABILITIES: | ||
Notes payable - banks | 16,085 | 8,352 |
Accounts payable | 3,929 | 3,211 |
Accrued expenses and other current liabilities | 32,186 | 26,502 |
Income taxes payable | 1,990 | 1,130 |
Value added tax (VAT) payable | 7,239 | 6,170 |
Loan payable to related party, including accrued interest | 2,035 | |
Total current liabilities | 63,464 | 45,365 |
Convertible notes payable to related party, including accrued interest | 35,912 | 34,511 |
Other liabilities | 403 | 757 |
Total liabilities | 99,779 | 80,633 |
SHAREHOLDERS' DEFICIT: | ||
Common stock, 0.45 Euro par value; 33,333,334 shares authorized; 21,000,000 shares issued and outstanding as of June 30, 2017 and as of December 31, 2016 | 10,655 | 10,655 |
Additional paid-in capital | 23,128 | 23,128 |
Accumulated deficit | (58,400) | (59,554) |
Accumulated other comprehensive loss | (7,251) | (7,859) |
Non controlling interest in subsidiaries | 153 | 153 |
Total shareholders' deficit | (31,715) | (33,477) |
Total liabilities and shareholders' deficit | $ 68,064 | $ 47,156 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - € / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | € 0.45 | € 0.45 |
Common stock, shares authorized | 33,333,334 | 33,333,334 |
Common stock, shares issued | 21,000,000 | 21,000,000 |
Common stock, shares outstanding | 21,000,000 | 21,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 134,950 | $ 123,932 |
Cost of revenue | 116,105 | 109,978 |
GROSS PROFIT | 18,845 | 13,954 |
Operating expenses: | ||
Research and development | 1,422 | 1,159 |
Selling, general and administrative | 11,819 | 11,260 |
Total operating expenses | 13,241 | 12,419 |
OPERATING PROFIT | 5,604 | 1,535 |
Other expense, net | (3,506) | (4,540) |
PROFIT (LOSS) BEFORE INCOME TAX EXPENSE | 2,098 | (3,005) |
Income tax expense | (944) | (306) |
NET PROFIT (LOSS) | $ 1,154 | $ (3,311) |
PROFIT (LOSS) PER SHARE - BASIC AND DILUTED | ||
Net profit (loss) | $ 0.05 | $ (0.3) |
Weighted average number of shares outstanding | 21,000,000 | 10,961,698 |
COMPREHENSIVE PROFIT (LOSS) | ||
Net profit (loss) | $ 1,154 | $ (3,311) |
Translation adjustment | 608 | 158 |
Comprehensive profit (loss) | $ 1,762 | $ (3,153) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Non Controlling Interest [Member] | Total |
Beginning Balance at Dec. 31, 2015 | $ 5,928 | $ 21,267 | $ (61,896) | $ (7,507) | $ (42,208) | |
Beginning Balance, shares at Dec. 31, 2015 | 10,961,698 | |||||
Net Income (loss) | (3,311) | (3,311) | ||||
Translation adjustment | 158 | 158 | ||||
Ending Balance at Jun. 30, 2016 | $ 5,928 | 21,267 | (65,207) | (7,349) | (45,361) | |
Ending Balance, shares at Jun. 30, 2016 | 10,961,698 | |||||
Issuance of common stock | $ 4,727 | 1,861 | 6,588 | |||
Issuance of common stock, shares | 10,038,302 | |||||
Non controlling interest in subsidiaries | 153 | 153 | ||||
Net Income (loss) | 5,653 | 5,653 | ||||
Translation adjustment | (510) | (510) | ||||
Ending Balance at Dec. 31, 2016 | $ 10,655 | 23,128 | (59,554) | (7,859) | 153 | $ (33,477) |
Ending Balance, shares at Dec. 31, 2016 | 21,000,000 | 21,000,000 | ||||
Non controlling interest in subsidiaries | ||||||
Net Income (loss) | 1,154 | 1,154 | ||||
Translation adjustment | 608 | 608 | ||||
Ending Balance at Jun. 30, 2017 | $ 10,655 | $ 23,128 | $ (58,400) | $ (7,251) | $ 153 | $ (31,715) |
Ending Balance, shares at Jun. 30, 2017 | 21,000,000 | 21,000,000 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2017 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 - BASIS OF PRESENTATION General The accompanying condensed unaudited consolidated financial statements for the six months ended June 30, 2017 have been prepared by the Company, in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for financial information. These financial statements reflect all adjustments, consisting of normal recurring adjustments and accruals, which are, in the opinion of management, necessary for a fair presentation of the financial position of the Company as of June 30, 2017 and the results of operations for the six months then ended. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. The results of operations presented are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2017. The following discussion and analysis should be read in conjunction with the financial statements, related notes and other information included in this report and with the Risk Factors included in Part 1 Item 3 in our Annual Report on Form 20-F for the year ended December 31, 2016, filed with the SEC. This Report contains statements that may constitute “forward-looking statements”. Generally, forward-looking statements include words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “could,” “may,” “might,” “should,” “will”, the negative of such terms, and words and phrases of similar import. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties. These risks and uncertainties could cause our actual results to differ materially from those described in the forward-looking statements. Any forward-looking statement represents our expectations or forecasts only as of the date it was made and should not be relied upon as representing its expectations or forecasts as of any subsequent date. Except as required by law, we undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, even if our expectations or forecasts change. |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 2 - ORGANIZATION Description of Business ICTS International N.V. (“ICTS”) was established by the Department of Justice in Amstelveen, Netherlands on October 9, 1992. ICTS and subsidiaries (collectively referred to as, the “Company”) operate in three reportable segments: (a) Corporate (b) Airport security and other aviation services and (c) Technology. The corporate segment does not generate revenue and contains primarily non-operational expenses. The airport security and other aviation services segment provide security and other services to airlines and airport authorities, predominantly in Europe and the United States of America. The technology segment is predominantly involved in the development and sale of identity security software to customers, predominantly in Europe and the Unites States of America. Financial Condition As of June 30, 2017 and December 31, 2016, the Company has a negative working capital of and $1,457, respectively. During the periods ended June 30, 2017 and 2016, the Company incurred net profit (loss) of $1,154 and $(3,311) respectively. Management believes that the Company’s operating cash flows and third party financing activities will provide it with sufficient funds to meet its obligations and execute its business plan for the next twelve months. However, there are no assurances that management's plans to generate sufficient cash flows from operations and obtain additional financing from third parties will be successful. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | NOTE 3 - INVESTMENTS The Company follows Topic 820, “Fair Value Measurement”, of FASB ASC. Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be based on assumptions that market participants would use. In determining the fair value, the Company assesses the inputs used to measure fair value using a three-tier hierarchy, as follows: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Companies have the ability to access at the measurement date. Level 2 - Inputs to the valuation methodology include: · Quoted prices for similar assets or liabilities in active markets; · Quoted prices for identical or similar assets or liabilities in inactive markets; · Inputs other than quoted prices that are observable for the asset or liability; · Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. As of June 30, 2017 the Company owns 3.8 percent ownership interest in an entity which was originally valued at approximately $258 using Level 1 inputs; however, the Company has determined that value of the investment is impaired. In March 2017 the Company invested an amount of $2,000 for 7% of White Line B.V., a limited company incorporated in the Netherlands. Because White Line B.V. is a private, closely-held company, there is no active market for this investment. Therefore, the Company believes that its cost is the best indicator of its fair value. Because of management’s belief that the cost of the investment is the best indicator of its fair value, the investment is classified as level 3 as described above. In October 2017, the Company invested an additional amount of $1,500 for additional 5% of the company. Should the value of this investment decrease, a company related to the main shareholder has guaranteed to repurchase this investment at a minimum amount of $3,500. The guaranty is effective after three years of the date of purchase and terminates after five years. The Company accounts for investments in the equity securities of companies which represent an ownership interest of 20% to 50% and the ability to exercise significant influence, provided that ability does not represent control, using the equity method. The equity method requires the Company to recognize its share of the net income (loss) of its investees in the consolidated statement of operations until the carrying value of the investment is zero. |
NOTES PAYABLE - BANKS
NOTES PAYABLE - BANKS | 6 Months Ended |
Jun. 30, 2017 | |
Notes Payable - Banks | |
NOTES PAYABLE - BANKS | NOTE 4 – NOTES PAYABLE – BANKS United States The Company was a party to a credit facility with a commercial lender, which provided it with up to $6,500 in borrowings subject to a borrowing base limitation. The borrowing base limitation was equivalent to: (i) 85% of eligible accounts receivable, as defined, plus (ii) 75% of eligible unbilled receivables, as defined, plus (iii) 95% of a $1,000 standby letter of credit that was provided to the lender by an entity related to the Company’s main shareholder. On July 2016, the Company amended the credit facility to increase the maximum borrowing capacity to $8,500. The amendment also revised the existing fixed charge coverage ratio financial covenant. The credit facility expires on June 24, 2018. As of December 31, 2016, the company was in compliance with all required debt covenants. On December 2017, the commercial lender agreed to reduce the $1,000 standby letter of credit that was provided to the lender by an entity related to the Company’s main shareholder to $700. Borrowings made under the credit facility bear interest, which is payable monthly, at LIBOR (subject to a floor of 1.375%) plus 4.25% per annum (5.625% as of June 30, 2017). The company evaluated the terms of the amendments and concluded that they do not constitute substantive modification. As of June 30, 2017 and December 31, 2016, the Company had approximately $6,217 and $6,301 respectively, outstanding under line of credit arrangements. As of June 30, 2017 and December 31, 2016, the Company had $531, and $833, respectively, in unused borrowing capacity under the line of credit facility. Europe In January 2016, the Company replaced it’s line of credit arrangement with the same commercial bank, to provide it with up to €10,000 ($11,398 as of June 30, 2017) in borrowings until further notice. Borrowings under the line of credit bear interest at one month EURIBOR plus 3.75% with a minimum of 3.5% per annum (3.5% as of June 30, 2017). In December 2016, the Company and the same commercial bank agreed under the same terms and conditions to raise the existing line of credit to €12,000 ($13,676 as of June 30, 2017). The Company is also subject to an unused line fee of 0.75% per annum, which is payable quarterly. The line of credit is secured by accounts receivable of five of the Company’s European subsidiaries and tangible fixed assets of three of the Company’s European subsidiaries. The line of credit cannot exceed 80% of the borrowing base. As of June 30, 2017 the Company had €8,633 ($9,840 as of June 30, 2017) in outstanding borrowings under the line of credit arrangement. In addition to the line of credit arrangement, a guarantee facility of €2,500 ($2,850 as of June 30, 2017) is provided to the Company by the same commercial bank. As of June 30, 2017 the Company had €2,448 ($2,790 as of June 30, 2017) of outstanding guarantees under the guarantee facility. The Company evaluated the terms of the amendments and concluded that they do not constitute a substantive modification. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Expenses And Other Current Liabilities | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 5 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities are as follows: June 30, December 31, 2017 2016 Accrued payroll and related costs $ 15,961 $ 14,328 Accrued vacation 5,741 3,415 Accrual for minimum wage increase 3,510 3,581 Short term loan 1,140 - Cash overdraft 909 1,109 Labor union contribution 972 1,564 Other 3,953 2,505 Total accrued expenses and other current liabilities $ 32,186 $ 26,502 The cash overdraft balance above represents outstanding checks as of June 30, 2017 and December 31, 2016. |
LOAN PAYABLE TO RELATED PARTY
LOAN PAYABLE TO RELATED PARTY | 6 Months Ended |
Jun. 30, 2017 | |
Loan Payable To Related Party | |
LOAN PAYABLE TO RELATED PARTY | NOTE 6 – LOAN PAYABLE TO RELATED PARTY In March 2017, the Company entered into a loan agreement with an entity related to a shareholder, to provide it with $2,000 loan through March 2018. The loan bears interest of 7% per year. In December 2017, the Company repaid $700 of the loan. |
CONVERTIBLE NOTES PAYABLE TO A
CONVERTIBLE NOTES PAYABLE TO A RELATED PARTY | 6 Months Ended |
Jun. 30, 2017 | |
Convertible Notes Payable To Related Party | |
CONVERTIBLE NOTES PAYABLE TO A RELATED PARTY | NOTE 7 – CONVERTIBLE NOTES PAYABLE TO A RELATED PARTIES In May 2014, the Company entered into a new arrangement with an entity related to its main shareholder, which replaced all previous arrangements between the parties, to provide it with up to $37,000 in revolving loans through December 2016. The term of the arrangement can be automatically extended for four additional six-month periods at the option of the holder. All outstanding borrowings from previous arrangements were applied to the borrowing capacity of the new arrangement. Loans received under the arrangement bear interest, which is compounded semi-annually and payable at maturity, at the interest rate charged by the Company’s European commercial bank (LIBOR plus 6% for U.S. dollar-denominated loans and the base rate plus 2% for Euro-denominated loans). The arrangement is secured by a 26% interest in one of the Company's European subsidiaries. In connection with the arrangement, the holder was granted an option to convert outstanding notes payable (including accrued interest) under the arrangement into the Company's common stock at a price of $1.50 per share. The Company determined that the new arrangement did not represent a substantive modification and, therefore, it was not necessary to evaluate whether the conversion feature qualified as a free-standing derivative instrument or contained any intrinsic value which would be considered beneficial In October 2015, the Supervisory Board of Directors approved to reduce the convertible price of the unpaid interest from $1.50 per share to $0.75 per share. In addition, the loan period was extended until January 1, 2018. The terms of the arrangement can be automatically extended for four additional six months periods at the option of the holder. The Company determined In September 2016, the Supervisory Board of Directors approved an increase in the interest rate of the loan from the entity related to the main shareholder, by one percent, retroactively for the whole period of the loan. The Company determined that the new arrangement did not represent a substantive modification and therefore it was not necessary to evaluate whether the conversion feature qualifies as a freestanding derivative instrument or contained any intrinsic value, which would be considered beneficial. In December 2016, the entity related to the main shareholder converted $5,429 accrued interest into 7,238,302 shares at a price of $0.75 per share. In December 2017 the loan period was extended until January 1, 2019. At June 30, 2017 and December 31, 2016, convertible notes payable to a related party consist of $24,806 and $25,078, respectively, in principal and $11,106 and $9,433, respectively, in accrued interest. Interest expense related to these notes is $840, and $3,351 for the periods ended June 30, 2017 and 2016, respectively |
SEGMENT AND GEOGRAPHICAL INFORM
SEGMENT AND GEOGRAPHICAL INFORMATION | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHICAL INFORMATION | NOTE 8 – SEGMENT AND GEOGRAPHICAL INFORMATION The Company operates in three reportable segments: (a) Corporate (b) Airport security and other aviation services and (c) Technology. The corporate segment does not generate revenue and contains primarily non-operational expenses. The airport security and other aviation services segment provide security and other services to airlines and airport authorities, predominantly in Europe and the United States of America. The technology segment is predominantly involved in the development and sale of identity security software to customers, predominantly in Europe and the United States of America. All inter-segment transactions are eliminated in consolidation. The chief operating decision maker reviews the operating results of these reportable segments. The performance of the reportable segments is based primarily on profit (loss) from operations. Amounts in the table below represent the figures of the continuing operations in the different reportable segments. Aviation Corporate Services Technology Total Six months ended June 30, 2017: Revenue $ - $ 133,227 $ 1,723 $ 134,950 Depreciation and amortization 22 466 17 505 Net profit (loss) (4,474 ) 6,878 (1,250 ) 1,154 Total assets $ 3,381 $ 63,593 $ 1,090 $ 68,064 Six months ended June 30, 2016: Revenue $ - $ 122,469 $ 1,463 $ 123,932 Depreciation and amortization 3 410 20 433 Net profit (loss) (5,313 ) 3,124 (1,122 ) (3,311 ) Total assets $ 523 $ 57,527 $ 727 $ 58,777 The following table sets forth, for the periods indicated, revenue generated by country: Six months ended June 30, 2017 2016 Netherlands $ 45,776 $ 42,522 Germany 58,197 53,326 United States of America 25,189 22,585 Other 5,788 5,499 Total $ 134,950 $ 123,932 The following table sets forth, for the periods indicated, property and equipment, net of accumulated depreciation and amortization by country: June 30, 2017 2016 Netherlands $ 1,038 $ 751 Germany 359 415 United States of America 549 337 Other 491 276 Total $ 2,437 $ 1,779 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
BASIS OF PRESENTATION [Abstract] | |
General | General The accompanying condensed unaudited consolidated financial statements for the six months ended June 30, 2017 have been prepared by the Company, in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for financial information. These financial statements reflect all adjustments, consisting of normal recurring adjustments and accruals, which are, in the opinion of management, necessary for a fair presentation of the financial position of the Company as of June 30, 2017 and the results of operations for the six months then ended. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. The results of operations presented are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2017. The following discussion and analysis should be read in conjunction with the financial statements, related notes and other information included in this report and with the Risk Factors included in Part 1 Item 3 in our Annual Report on Form 20-F for the year ended December 31, 2016, filed with the SEC. This Report contains statements that may constitute “forward-looking statements”. Generally, forward-looking statements include words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “could,” “may,” “might,” “should,” “will”, the negative of such terms, and words and phrases of similar import. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties. These risks and uncertainties could cause our actual results to differ materially from those described in the forward-looking statements. Any forward-looking statement represents our expectations or forecasts only as of the date it was made and should not be relied upon as representing its expectations or forecasts as of any subsequent date. Except as required by law, we undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, even if our expectations or forecasts change. |
ACCRUED EXPENSES AND OTHER CU15
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Expenses And Other Current Liabilities Tables | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities are as follows: June 30, December 31, 2017 2016 Accrued payroll and related costs $ 15,961 $ 14,328 Accrued vacation 5,741 3,415 Accrual for minimum wage increase 3,510 3,581 Short term loan 1,140 - Cash overdraft 909 1,109 Labor union contribution 972 1,564 Other 3,953 2,505 Total accrued expenses and other current liabilities $ 32,186 $ 26,502 |
SEGMENT AND GEOGRAPHICAL INFO16
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of Operating Results by Segment | The chief operating decision maker reviews the operating results of these reportable segments. The performance of the reportable segments is based primarily on profit (loss) from operations. Amounts in the table below represent the figures of the continuing operations in the different reportable segments. Aviation Corporate Services Technology Total Six months ended June 30, 2017: Revenue $ - $ 133,227 $ 1,723 $ 134,950 Depreciation and amortization 22 466 17 505 Net profit (loss) (4,474 ) 6,878 (1,250 ) 1,154 Total assets $ 3,381 $ 63,593 $ 1,090 $ 68,064 Six months ended June 30, 2016: Revenue $ - $ 122,469 $ 1,463 $ 123,932 Depreciation and amortization 3 410 20 433 Net profit (loss) (5,313 ) 3,124 (1,122 ) (3,311 ) Total assets $ 523 $ 57,527 $ 727 $ 58,777 |
Schedule of Revenues by Geographic Area | The following table sets forth, for the periods indicated, revenue generated by country: Six months ended June 30, 2017 2016 Netherlands $ 45,776 $ 42,522 Germany 58,197 53,326 United States of America 25,189 22,585 Other 5,788 5,499 Total $ 134,950 $ 123,932 |
Schedule of Property and Equipment by Geographic Area | The following table sets forth, for the periods indicated, property and equipment, net of accumulated depreciation and amortization by country: June 30, 2017 2016 Netherlands $ 1,038 $ 751 Germany 359 415 United States of America 549 337 Other 491 276 Total $ 2,437 $ 1,779 |
ORGANIZATION (Details)
ORGANIZATION (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Working capital (deficit) | $ (1,417) | $ (1,457) | |
Net Income (loss) | $ 1,154 | $ 5,653 | $ (3,311) |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Investments | $ 2,000 | |||
Company A [Member] | ||||
Ownership interest | 3.80% | |||
Investments | $ 258 | |||
Company B [Member] | ||||
Investments | $ 2,000 | |||
Subsequent Event [Member] | ||||
Ownership interest | 5.00% | |||
Additional invested amount | $ 1,500 | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Ownership interest | 20.00% | |||
Investments | $ 3,500 | |||
Maturity term of guaranty | 3 years | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Ownership interest | 50.00% | |||
Maturity term of guaranty | 5 years | |||
White Line B.V [Member] | ||||
Ownership interest | 7.00% |
NOTES PAYABLE - BANKS (Details)
NOTES PAYABLE - BANKS (Details) € in Thousands, $ in Thousands | 6 Months Ended | ||||||||
Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2017EUR (€) | Jan. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Jul. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Jan. 31, 2016EUR (€) | |
Financial Guarantee [Member] | |||||||||
Line of credit, maximum borrowing amount | $ 2,850 | ||||||||
Financial Guarantee [Member] | Euro Member Countries, Euro | |||||||||
Line of credit, maximum borrowing amount | € | € 2,500 | ||||||||
Outstanding Guarantee [Member] | |||||||||
Line of credit, amount outstanding | 2,790 | ||||||||
Outstanding Guarantee [Member] | Euro Member Countries, Euro | |||||||||
Line of credit, amount outstanding | € | € 2,448 | ||||||||
Letter of Credit [Member] | |||||||||
Line of credit, maximum borrowing amount | $ 1,000 | ||||||||
Line of credit, maximum percentage of borrowing base | 95.00% | 95.00% | |||||||
Letter of Credit [Member] | Subsequent Event [Member] | |||||||||
Line of credit, maximum borrowing amount | $ 700 | ||||||||
Letter of Credit [Member] | Subsequent Event [Member] | Majority Shareholder [Member] | |||||||||
Due from shareholders | $ 700 | ||||||||
Line of Credit One [Member] | |||||||||
Line of credit, maximum borrowing amount | $ 8,500 | $ 6,500 | |||||||
Line of credit, amount outstanding | $ 6,217 | $ 6,301 | |||||||
Line of credit, unused borrowing capacity | $ 531 | $ 833 | |||||||
Credit facility, expiration date | Jun. 24, 2018 | ||||||||
Line of Credit One [Member] | LIBOR [Member] | |||||||||
Debt instrument, basis spread | 4.25% | ||||||||
Effective interest rate | 5.625% | 5.625% | |||||||
Line of Credit One [Member] | LIBOR [Member] | Minimum [Member] | |||||||||
Debt instrument, basis spread | 1.375% | ||||||||
Line of Credit One [Member] | Accounts Receivable [Member] | |||||||||
Percentage of collateral | 85.00% | 85.00% | |||||||
Line of Credit One [Member] | Unbilled Receivables [Member] | |||||||||
Percentage of collateral | 75.00% | 75.00% | |||||||
Line of Credit Two [Member] | |||||||||
Line of credit, maximum borrowing amount | $ 11,398 | ||||||||
Debt instrument, basis spread | 80.00% | ||||||||
Line of credit, amount outstanding | $ 9,840 | ||||||||
Line of credit, unused line fee | 0.75% | ||||||||
Line of Credit Two [Member] | Credit Line Increase [Member] | |||||||||
Line of credit, maximum borrowing amount | $ 13,676 | ||||||||
Line of Credit Two [Member] | Euro Member Countries, Euro | |||||||||
Line of credit, maximum borrowing amount | € | € 12,000 | € 10,000 | |||||||
Line of credit, amount outstanding | € | € 8,633 | ||||||||
Line of Credit Two [Member] | EURIBOR [Member] | |||||||||
Debt instrument, basis spread | 3.75% | ||||||||
Effective interest rate | 3.50% | 3.50% | |||||||
Line of Credit Two [Member] | EURIBOR [Member] | Minimum [Member] | |||||||||
Effective interest rate | 3.50% | 3.50% | |||||||
Line of Credit Four [Member] | |||||||||
Line of credit, maximum borrowing amount | $ 1,000 | ||||||||
Line of credit, maximum percentage of borrowing base | 95.00% | 95.00% |
ACCRUED EXPENSES AND OTHER CU20
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accrued Expenses And Other Current Liabilities Details | ||
Accrued payroll and related costs | $ 15,961 | $ 14,328 |
Accrued vacation | 5,741 | 3,415 |
Accrual for minimum wage increase | 3,510 | 3,581 |
Short term loan | 1,140 | |
Cash overdraft | 909 | 1,109 |
Labor union contribution | 972 | 1,564 |
Other | 3,953 | 2,505 |
Total accrued expenses and other current liabilities | $ 32,186 | $ 26,502 |
LOAN PAYABLE TO RELATED PARTY (
LOAN PAYABLE TO RELATED PARTY (Details) - Majority Shareholder [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2017 |
Debt instrument, face amount | $ 2,000 | |
Interest rate | 7.00% | |
Subsequent Event [Member] | ||
Repayment to related party | $ 700 |
CONVERTIBLE NOTES PAYABLE TO 22
CONVERTIBLE NOTES PAYABLE TO A RELATED PARTY (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | May 31, 2014 | |
Majority Shareholder [Member] | ||||||
Debt instrument, face amount | $ 2,000 | |||||
Convertible Notes Payable [Member] | ||||||
Debt instrument, conversion price | $ 0.75 | |||||
Convertible accrued interest | $ 5,429 | |||||
Debt conversion, shares issued | 7,238,302 | |||||
Convertible Notes Payable [Member] | Majority Shareholder [Member] | ||||||
Debt instrument, conversion price | $ 0.75 | $ 1.50 | ||||
Debt instrument, maturity date | Jan. 1, 2018 | |||||
Convertible notes payable | $ 24,806 | $ 25,078 | ||||
Convertible accrued interest | 11,106 | $ 9,433 | ||||
Interest expense | $ 840 | $ 3,351 | ||||
Convertible Notes Payable [Member] | Majority Shareholder [Member] | LIBOR [Member] | UNITED STATES [Member] | ||||||
Debt instrument, basis spread | 6.00% | |||||
Convertible Notes Payable [Member] | Majority Shareholder [Member] | Base Rate [Member] | Euro Member Countries, Euro | ||||||
Debt instrument, basis spread | 2.00% | |||||
Convertible Notes Payable [Member] | Majority Shareholder [Member] | Maximum [Member] | ||||||
Debt instrument, face amount | $ 37,000 |
SEGMENT AND GEOGRAPHICAL INFO23
SEGMENT AND GEOGRAPHICAL INFORMATION (Operating Results of Reportable Segments) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 134,950 | $ 123,932 | |
Depreciation and amortization | 505 | 433 | |
Net profit (loss) | 1,154 | $ 5,653 | (3,311) |
Total assets | 68,064 | $ 47,156 | 58,777 |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | |||
Depreciation and amortization | 22 | 3 | |
Net profit (loss) | (4,474) | (5,313) | |
Total assets | 3,381 | 523 | |
Aviation Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 133,227 | 122,469 | |
Depreciation and amortization | 466 | 410 | |
Net profit (loss) | 6,878 | 3,124 | |
Total assets | 63,593 | 57,527 | |
Technology [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,723 | 1,463 | |
Depreciation and amortization | 17 | 20 | |
Net profit (loss) | (1,250) | (1,122) | |
Total assets | $ 1,090 | $ 727 |
SEGMENT AND GEOGRAPHICAL INFO24
SEGMENT AND GEOGRAPHICAL INFORMATION (Revenue by Country) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 134,950 | $ 123,932 |
NETHERLANDS [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 45,776 | 42,522 |
GERMANY [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 58,197 | 53,326 |
UNITED STATES [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 25,189 | 22,585 |
Other Countries [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 5,788 | $ 5,499 |
SEGMENT AND GEOGRAPHICAL INFO25
SEGMENT AND GEOGRAPHICAL INFORMATION (Property and Equipment by Country) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Segment Reporting Information [Line Items] | |||
Property and equipment, net | $ 2,437 | $ 1,784 | $ 1,779 |
NETHERLANDS [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | 1,038 | 751 | |
GERMANY [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | 359 | 415 | |
UNITED STATES [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | 549 | 337 | |
Other Countries [Member] | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | $ 491 | $ 276 |