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 Israel-based companies, Enertec Systems 2001 Ltd (Enertec), our wholly-owned subsidiary, and Micronet Ltd (Micronet), in which we held 62.9% as of March 31, 2016 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. Micronets 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. Micronets 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. Enertecs 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 Incs. (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. The Vehicle Business results of operations were included in our consolidated reports commencing on the closing date. Upon the closing of the Transaction, 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 for the financing of the Transaction. 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, which is recognized as goodwill. Upon the purchase price allocation, an amount of $1,680 was allocated to technology to be amortized over a 5-year period, and an amount of $2,552 was allocated to estimated fair value of the customer relations intangible asset to be amortized over a 5-year period. The table below summarizes the estimates of the fair value of assets acquired at the purchase date. 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 |