DESCRIPTION OF BUSINESS | NOTE 1 DESCRIPTION OF BUSINESS Overview A. Micronet Enertec Technologies, Inc., a U.S.-based Delaware corporation, was formed on January 31, 2002. On March 14, 2013, we changed our corporate name from Lapis Technologies, Inc. to Micronet Enertec Technologies, Inc. (we, Micronet Enertec or the Company ) . We operate through two Enertec Systems 2001 Ltd ( Enertec ), our wholly-owned subsidiary, and Micronet Ltd ( Micronet ), in which we held 62.9 as of September 30 , 2015 and is controlled by us. Micronet is a publicly traded company on the Tel Aviv Stock Exchange and operates in the growing commercial Mobile Resource Management (MRM) market. Micronet through both its Israeli and U.S. operational offices designs, develops, manufactures and sells rugged mobile computing devices that provide fleet operators and field workforces with computing solutions in challenging work environments. Micronet's vehicle cabin installed and portable tablets increase workforce productivity and enhance corporate efficiency by offering computing power and communication capabilities that provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage. Micronet's customers consist primarily of application service providers and solution providers specializing in the MRM market. Enertec operates in the Defense and Aerospace markets and designs, develops, manufactures and supplies various customized military computer-based systems, simulators, automatic test equipment and electronic instruments. Enertec's solutions and systems are designed according to major aerospace integrators' requirements and are integrated by them into critical systems such as command and control, missile fire control, maintenance of military aircraft and missiles for use by the Israeli Air Force and Navy and by foreign defense entities. B. Micronet Acquisition of Beijer U.S. Vehicle Operations On June 2, 2014, the Company, through Micronet , completed the acquisition of certain assets and liabilities (the Transaction), of Beijer Electronics Inc's. ( the Seller) U.S. vehicle business and operations related to the supply of panels to various transportation sectors (the Vehicle Business). The total purchase price of the Transaction was $ 7,105 Micronet incorporated a wholly-owned U.S.-based subsidiary in the state of Utah under the name Micronet Inc., through which the purchased business is conducted. The Transaction was financed through, among other funds, a loan granted to Micronet pursuant to a loan agreement (the Loan Agreement), entered between Micronet and the First International Bank of Israel (the Bank and the Loan, respectively). Under the Loan Agreement, the Bank loaned Micronet $ 4,850 2,425 1.5 3.75 2,425 1.2 3.45 and the interest on the The purchase consideration was allocated to tangible assets and intangible assets acquired based on their estimated fair values using a purchase price allocation made by an independent third party appraisal. The fair value assigned to identifiable intangible assets acquired has been determined by using valuation methods that discount expected future cash flows to present value using estimates and assumptions determined by management. The Company determined that the fair values of assets acquired exceeded the purchase price by approximately $ 1,466 Upon the purchase price allocation, an amount of $ 1,680 a 5 2,552 5 Inventories $ 1,360 Property and equipment 47 Identifiable intangible assets: Customer relations 2,552 Core technology 1,680 Goodwill 1,466 Total assets acquired $ 7,105 The contribution of the Vehicle Business results to our consolidated income and net income was $ 6,807 and $ 1,132 , respectively, for the nine months ended September 30, 2015. The unaudited pro forma financial information in the table below summarizes the combined results of our operations and those of the Vehicle Business for the periods shown as though the Transaction occurred as of the beginning of fiscal year 2014. The pro forma financial information for the periods presented includes the business combination accounting effects of the Transaction, including amortization charges from acquired intangible assets. The pro forma financial information presented below is for informational purposes only, is subject to a number of estimates, assumptions and other uncertainties, and is not indicative of the results of operations that would have been achieved if the Transaction had taken place at January 1, 2014. The unaudited pro forma financial information is as follows: Nine Months Ended September 30, 2014 Total revenues $ 27,957 Net loss (1,937 ) Basic losses per share (0.33 ) Diluted losses per share (0.33 ) |