Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 22, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MICRONET ENERTEC TECHNOLOGIES, INC. | |
Entity Central Index Key | 854,800 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Trading Symbol | MICT | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,823,629 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,465 | $ 668 |
Restricted cash | 4,625 | 4,488 |
Marketable securities | 2,978 | |
Trade accounts receivable, net | 12,297 | 11,558 |
Inventories | 5,646 | 5,758 |
Other accounts receivable | 853 | 319 |
Total current assets | 25,886 | 25,769 |
Property and equipment, net | 1,700 | 1,641 |
Intangible assets and others, net | 2,707 | 2,961 |
Long term deposit | 83 | 86 |
Goodwill | 1,466 | 1,466 |
Total long term assets | 5,956 | 6,154 |
Total assets | 31,842 | 31,923 |
LIABILITIES AND EQUITY | ||
Short term bank credit and current portion of long term bank loans | 9,947 | 9,993 |
Short term credit from others and current portion of long term loans from others | 3,416 | 3,114 |
Trade accounts payable | 3,684 | 4,130 |
Other accounts payable | 2,197 | 2,383 |
Total current liabilities | 19,244 | 19,620 |
Long term loans from banks | 1,157 | 1,093 |
Long term loans from others | 188 | |
Accrued severance pay, net | 32 | 57 |
Deferred tax liabilities, net | 4 | 7 |
Total long term liabilities | 1,193 | 1,345 |
Stockholders' Equity: | ||
Preferred stock; $.001 par value, 5,000,000 shares authorized, none issued and outstanding | ||
Common stock; $.001 par value, 25,000,000 shares authorized, 6,490,660 and 6,385,092 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively. | 6 | 6 |
Additional paid in capital | 8,911 | 8,748 |
Accumulated other comprehensive income (loss) | (167) | 11 |
Accumulated loss | (3,602) | (1,990) |
Micronet Enertec stockholders' equity | 5,148 | 6,775 |
Non-controlling interests | 6,257 | 4,183 |
Total equity | 11,405 | 10,958 |
Total Liabilities and equity | $ 31,842 | $ 31,923 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 6,490,660 | 6,385,092 |
Common stock, shares outstanding | 6,490,660 | 6,385,092 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 5,259 | $ 6,482 |
Cost of revenues | 4,572 | 4,403 |
Gross profit | 687 | 2,079 |
Operating expenses: | ||
Research and development | 533 | 700 |
Selling and marketing | 546 | 358 |
General and administrative | 1,464 | 1,136 |
Amortization of intangible assets | 235 | 228 |
Total operating expenses | 2,778 | 2,422 |
Loss from operations | (2,091) | (343) |
Financial expenses, net | 138 | 130 |
Loss before provision for income taxes | (2,229) | (473) |
Provision for income taxes | (73) | (31) |
Net loss | (2,302) | (504) |
Net loss attributable to non-controlling interests | (690) | (165) |
Net loss attributable to Micronet Enertec Technologies, Inc. | $ (1,612) | $ (339) |
Loss per share attributable to Micronet Enertec Technologies, Inc. | ||
Basic | $ (0.25) | $ (0.06) |
Weighted average common shares outstanding: | ||
Basic | 6,430,762 | 5,865,221 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (2,302) | $ (504) |
Other comprehensive loss, net of tax: | ||
Currency translation adjustment | 111 | 228 |
Total comprehensive loss | (2,191) | (276) |
Comprehensive loss attributable to non-controlling interests | 400 | 219 |
Comprehensive loss attributable to Micronet Enertec Technologies, Inc. | $ (1,791) | $ (57) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,302) | $ (504) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 334 | 337 |
Marketable securities | (70) | (105) |
Change in fair value of derivatives, net | (3) | (14) |
Change in deferred taxes, net | 35 | (39) |
Accrued interest and exchange rate differences on bank loans | 608 | 482 |
Accrued interest and exchange rate differences on loans from others | 110 | 24 |
Stock-based compensation | 33 | 82 |
Increase in trade account receivables | (739) | (882) |
Decrease in inventories | 112 | 240 |
Increase (decrease) in accrued severance pay, net | (25) | 3 |
Decrease (increase) in other accounts receivables | (531) | 27 |
Decrease in trade accounts payables | (446) | (1,303) |
Decrease in other accounts payables | (183) | (194) |
Net cash used in operating activities | (3,067) | (1,846) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (71) | (32) |
Restricted cash | (137) | (532) |
Marketable securities | 3,048 | (22) |
Net cash provided by (used in) investing activities | 2,840 | (586) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Short term bank credit | 2,263 | 1,419 |
Short term credit from others, net | 4 | 4 |
Repayment of short term loans | (2,853) | (256) |
Issuance of shares, net | 130 | |
Repayment of long term bank loans | (181) | |
Issuance of shares by subsidiary, net | 2,474 | |
Net cash provided by financing activities | 2,018 | 986 |
NET CASH INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,791 | (1,446) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 668 | 2,361 |
TRANSLATION ADJUSTMENT ON CASH AND CASH EQUIVALENTS | 6 | 49 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 2,465 | $ 964 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Overview 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., or we, Micronet Enertec or the Company. We operate primarily through two Israel-based companies, Enertec Systems 2001 Ltd., or Enertec, our wholly-owned subsidiary, and Micronet Ltd., or Micronet, in which we held 50.07% as of March 31, 2017 and is controlled by us. On February 23, 2017, Micronet filed an immediate report with the TASE announcing that it had closed on a public offering of its ordinary shares and sold an aggregate of 6,100,000 shares of its ordinary shares for aggregate gross proceeds of 9,844,020 NIS. As a result of the public offering, the Company’s ownership interest in Micronet was diluted from 62.9% to 49.31%. In order to maintain a controlling interest of Micronet, on February 27, 2017, the Company purchased an additional 140,000 shares of Micronet in a separate transaction with a shareholder of Micronet. In addition, on February 28, 2017, Mr. David Lucatz, our President and Chief Executive Officer, executed an irrevocable proxy assigning his voting power over 45,000 shares of Micronet for our benefit. As a result, our voting interest of Micronet was increased to 50.07% of the issued and outstanding shares of Micronet. Micronet is a publicly traded company on the Tel Aviv Stock Exchange and operates in the growing commercial Mobile Resource Management, or 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 Aerospace and Defense 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation. Functional Currency The functional currency of Micronet Enertec is the U.S. dollar. The functional currency of certain subsidiaries is their local currency. The financial statements of those companies are included in consolidation, based on translation into U.S. dollars. Assets and liabilities are translated at year-end-exchange rates, while revenues and expenses are translated at monthly average exchange rates during the year. Differences resulting from translation are presented in the consolidated statements of comprehensive income. Use of Estimates The preparation of the financial statements in conformity with U.S. 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 The consolidated financial statements comprise the results and position of the Company and its subsidiaries. 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. The consolidated financial statements of subsidiaries are included in the consolidated financial statements from the date that control is achieved until the date that control is lost. Intercompany transactions and balances are eliminated upon consolidation. Cash and Cash Equivalents Cash equivalents are considered by the Company to be highly-liquid investments, including inter-alia, short-term deposits with banks, which do not exceed maturities of three months at the time of deposit and which are not restricted. Revenue Recognition The Company’s subsidiary, Enertec, enters into long-term fixed-price contracts with customers to manufacture test systems, simulators and airborne applications. Revenues on these long-term fixed-price contracts are recognized under the percentage-of-completion method. In using the percentage of completion method, revenues are generally recorded based on the percentage of cost incurred to date on a contract relative to the estimated total expected contract cost. Management uses historical experience, project plans and an assessment of the risks and uncertainties inherent in the arrangement to establish the total estimated costs. The percentage of completion is established by the costs incurred to date as a percentage of the estimated total costs of each contract (cost-to-cost method). Contract costs include all direct material and labor costs. The Company recognizes revenues on a project when persuasive evidence of an arrangement exists, recoverability is probable, and project costs are incurred. The Company recognizes anticipated contract losses, if any, in the period in which they first became evident. As of March 31, 2017, approximately $6,068 (on December 31, 2016: $4,805) of the accounts receivable balance was unbilled due to the customers’ payment terms. Revenues from the sales of MRM products are recognized when persuasive evidence of an arrangement exists, delivery has occurred, consideration is fixed and determinable and collection of the resulting receivable is reasonably assured. The title and risk of loss passes to the customer, delivery has occurred and acceptance is satisfied as the product leaves the Company premises. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and financing receivables are not overstated due to uncollectability. The allowance for doubtful accounts was based on specific receivables, which their collection, in the opinion of Company’s management, is in doubt. Trade receivables are charged off in the period in which they are deemed to be uncollectible. As of March 31, 2017 and December 31, 2016 the allowance for doubtful accounts amounted to $ 618 and $ 563, respectively. Reclassifications Certain balance sheet amounts and cash flow amounts have been reclassified to conform with the current year presentation. Inventories Inventories of raw materials are stated at the lower of cost (first-in, first-out basis) or realizable value. Cost of work in process comprise direct materials, direct production costs and an allocation of production overheads based on normal operating capacity. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over their estimated useful lives. Annual rates of depreciation are as follows: Leasehold improvements Over the shorter of the lease term or the life of the assets Machinery and equipment 7-14 years Furniture and fixtures 10-14 years Transportation equipment 7 years Computer equipment 3 years Stock-Based Compensation The Company accounts for stock-based compensation under the fair market value method under which compensation cost is measured at the grant date based on the value of the award and is recognized over the vesting period, which is usually the service period. For stock options, fair value is determined using an option-pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the volatility of the underlying stock, the expected dividends on it, and the risk-free interest rate over the expected life of the option. Research and Development Costs Research and development costs are charged to statements of income as incurred net of grants from the Israel Innovation Authority (formerly known as the Israel Office of the Chief Scientist of the Ministry of Economy. Loss per Share Basic net earnings per share are computed based on the weighted average number of shares of common stock outstanding during each year. Long-Lived Assets and Intangible assets Intangible assets that are not considered to have an indefinite useful life are amortized using the straight-line basis over their estimated useful lives. The Company evaluates property and equipment and purchased intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. During the three months ended March 31, 2017 and the year ended December 31, 2016, no indicators of impairment have been identified. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an annual impairment test. The Company has two operating segments: MRM and Aerospace and Defense. The goodwill was allocated to one reporting unit which included in the MRM division. The goodwill impairment tests are conducted in two steps. In the first step, the Company determines the fair value of the reporting unit. If the net book value of the reporting unit exceeds its fair value, the Company would then perform the second step of the impairment test which requires allocation of the reporting unit’s fair value of all of its assets and liabilities in a manner similar to an acquisition cost allocation, with any residual fair value being allocated to goodwill. The implied fair value of the goodwill is then compared to the carrying value to determine impairment, if any. Comprehensive Income (Loss) Financial Accounting Standards Board, or FASB, ASC 220-10, “Reporting Comprehensive Income,” requires the Company to report in its consolidated financial statements, in addition to its net income, comprehensive income (loss), which includes all changes in equity during a period from non-owner sources including, as applicable, foreign currency items and other items. The Company’s other comprehensive income for all periods presented is related to the translation from functional currency to the presentation currency. Income Taxes Deferred taxes are determined utilizing the “asset and liability” method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, when it is more likely than not that deferred tax assets will not be realized in the foreseeable future. Deferred tax liabilities and assets are classified as current or non-current based on the expected reversal dates of the specific temporary differences. The Company applied FASB ASC Topic 740-10-25, “Income Taxes,” which provides guidance for recognizing and measuring uncertain tax positions and prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on derecognizing, classification and disclosure of these uncertain tax positions. The Company’s policy on classification of all interest and penalties related to unrecognized income tax positions, if any, is to present them as a component of income tax expense. Financial Instruments 1. Concentration of credit risks: Financial instruments that have the potential to expose the Company to credit risks are mainly cash and cash equivalents, bank deposit accounts, marketable securities and trade receivables. The Company holds cash and cash equivalents, securities and deposit accounts at large banks in Israel, thereby substantially reducing the risk of loss. With respect to trade receivables, the risk is limited due to the geographically spreading, nature and size of the entities that constitute the Company’s customer base. The Company assesses the financial position of its customers prior to the engagement with them. The Company performs ongoing credit evaluations of its customers for the purpose of determining the appropriate allowance for doubtful accounts and generally does not require collateral. An appropriate allowance for doubtful accounts is included in the accounts. 2. Fair value measurement: The Company measures fair value and discloses fair value measurements for financial and non-financial assets and liabilities. Fair value is based on 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 accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-01, which is intended to help companies evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. When substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. This introduces an initial required screening that, if met, eliminates the need for further assessment. To be considered a business, an acquisition would have to include at least one input and a substantive process that together significantly contribute to the ability to create outputs. In order for an integrated set of assets and activities to be a business without outputs, there will need to be an organized workforce. The ASU also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017, with early adoption permitted under certain conditions. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements In January 2017, the FASB issued ASU No. 2017-04, which eliminates Step 2 from the goodwill impairment test. The goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. The amendments should be applied on a prospective basis. For public business entities that are SEC filers, the amendments are effective for annual or any interim impairment tests in reporting periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from contracts with customers (Topic 606). Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard, including clarification on accounting for licenses of intellectual property, identifying performance obligations, principal versus agent considerations and other narrow technical corrections. The new revenue standard (and its related amendments) is effective for reporting periods (interim and annual) beginning after December 15, 2017, with early adoption permitted for reporting periods (interim and annual) beginning after December 15, 2016. The standard permits two methods of adoption: retrospectively to each reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company is currently expecting to adopt the standard using the modified retrospective method. Based on preliminary analysis completed to date, the Company expects the accounting treatment to remain substantially unchanged. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 3 – FAIR VALUE MEASUREMENTS Items carried at fair value as of March 31, 2017 and December 31, 2016, are summarized below: Fair value measurements using input type March 31, 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 2,465 $ - $ - $ 2,465 Restricted cash 4,625 - - 4,625 Derivative assets - 187 - 187 Derivative liabilities - phantom option - (1 ) - (1 ) $ 7,090 $ 186 $ - $ 7,276 Fair value measurements using input type December 31, 2016 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 668 - - 668 Restricted cash 4,488 - - 4,488 Marketable securities 2,978 - - 2,978 Derivative liability - (9 ) - (9 ) Derivative liability- phantom option - (4 ) - (4 ) $ 8,134 (13 ) - 8,121 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Inventories are stated at the lower of cost or market, computed using the first-in, first-out method. Inventories consist of the following: March 31, 2017 December 31, 2016 Raw materials $ 4,131 $ 5,103 Work in process 1,515 655 $ 5,646 $ 5,758 |
Segments
Segments | 3 Months Ended |
Mar. 31, 2017 | |
Segments [Abstract] | |
SEGMENTS | NOTE 5 – SEGMENTS Operating segments are based upon our internal organization structure, the manner in which our operations are managed and the availability of separate financial information. We have two operating segments: a Aerospace and Defense segment operated by Enertec and a MRM segment operated by Micronet. The following table summarizes the financial performance of our operating segments: Three months ended March 31, 2017 Aerospace and Defense Mobile resource management Consolidated Revenues from external customers $ 2,558 $ 2,701 $ 5,259 Segment operating loss (417 ) (1)(1,370 ) (1,787 ) Non allocated expenses (304 ) Finance expenses and other (138 ) Consolidated loss before provision for income taxes $ (2,229 ) Three months ended March 31, 2016 Aerospace and Defense Mobile resource management Consolidated Revenues from external customers $ 2,531 $ 3,951 $ 6,482 Segment operating income (loss) 159 (2)(290 ) (131 ) Non allocated expenses (212 ) Finance expenses and other (130 ) Consolidated loss before provision for income taxes $ (473 ) (1) Includes $235 of intangible assets amortization, derived from Micronet and Micronet Inc. acquisitions. (2) Includes $228 of intangible assets amortization, derived from Micronet and Micronet Inc. acquisitions. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 –SUBSEQUENT EVENTS On April 17 and May 12, 2017 the Company offered and sold to YA II PV Ltd., or YA II, a Cayman Island exempt limited partnership and affiliate of Yorkville Advisors Global, LLC, 57,969 and 275,000 shares of its common stock, respectively, for an aggregate sales price of $414 pursuant to the Standby Distribution Agreement dated June 30, 2016 and executed by and between the Company and YA II, and under the Company’s Registration Statement on Form S-3 (Registration No. 333-196760). |
Summary of Significant Accoun13
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation. |
Functional Currency | Functional Currency The functional currency of Micronet Enertec is the U.S. dollar. The functional currency of certain subsidiaries is their local currency. The financial statements of those companies are included in consolidation, based on translation into U.S. dollars. Assets and liabilities are translated at year-end-exchange rates, while revenues and expenses are translated at monthly average exchange rates during the year. Differences resulting from translation are presented in the consolidated statements of comprehensive income. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. 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 | Principles of Consolidation The consolidated financial statements comprise the results and position of the Company and its subsidiaries. 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. The consolidated financial statements of subsidiaries are included in the consolidated financial statements from the date that control is achieved until the date that control is lost. Intercompany transactions and balances are eliminated upon consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are considered by the Company to be highly-liquid investments, including inter-alia, short-term deposits with banks, which do not exceed maturities of three months at the time of deposit and which are not restricted. |
Revenue Recognition | Revenue Recognition The Company’s subsidiary, Enertec, enters into long-term fixed-price contracts with customers to manufacture test systems, simulators and airborne applications. Revenues on these long-term fixed-price contracts are recognized under the percentage-of-completion method. In using the percentage of completion method, revenues are generally recorded based on the percentage of cost incurred to date on a contract relative to the estimated total expected contract cost. Management uses historical experience, project plans and an assessment of the risks and uncertainties inherent in the arrangement to establish the total estimated costs. The percentage of completion is established by the costs incurred to date as a percentage of the estimated total costs of each contract (cost-to-cost method). Contract costs include all direct material and labor costs. The Company recognizes revenues on a project when persuasive evidence of an arrangement exists, recoverability is probable, and project costs are incurred. The Company recognizes anticipated contract losses, if any, in the period in which they first became evident. As of March 31, 2017, approximately $6,068 (on December 31, 2016: $4,805) of the accounts receivable balance was unbilled due to the customers’ payment terms. Revenues from the sales of MRM products are recognized when persuasive evidence of an arrangement exists, delivery has occurred, consideration is fixed and determinable and collection of the resulting receivable is reasonably assured. The title and risk of loss passes to the customer, delivery has occurred and acceptance is satisfied as the product leaves the Company premises. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and financing receivables are not overstated due to uncollectability. The allowance for doubtful accounts was based on specific receivables, which their collection, in the opinion of Company’s management, is in doubt. Trade receivables are charged off in the period in which they are deemed to be uncollectible. As of March 31, 2017 and December 31, 2016 the allowance for doubtful accounts amounted to $ 618 and $ 563, respectively. |
Reclassifications | Reclassifications Certain balance sheet amounts and cash flow amounts have been reclassified to conform with the current year presentation. |
Inventories | Inventories Inventories of raw materials are stated at the lower of cost (first-in, first-out basis) or realizable value. Cost of work in process comprise direct materials, direct production costs and an allocation of production overheads based on normal operating capacity. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over their estimated useful lives. Annual rates of depreciation are as follows: Leasehold improvements Over the shorter of the lease term or the life of the assets Machinery and equipment 7-14 years Furniture and fixtures 10-14 years Transportation equipment 7 years Computer equipment 3 years |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation under the fair market value method under which compensation cost is measured at the grant date based on the value of the award and is recognized over the vesting period, which is usually the service period. For stock options, fair value is determined using an option-pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the volatility of the underlying stock, the expected dividends on it, and the risk-free interest rate over the expected life of the option. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to statements of income as incurred net of grants from the Israel Innovation Authority (formerly known as the Israel Office of the Chief Scientist of the Ministry of Economy. |
Loss per Share | Loss per Share Basic net earnings per share are computed based on the weighted average number of shares of common stock outstanding during each year. |
Long-Lived Assets and Intangible assets | Long-Lived Assets and Intangible assets Intangible assets that are not considered to have an indefinite useful life are amortized using the straight-line basis over their estimated useful lives. The Company evaluates property and equipment and purchased intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. During the three months ended March 31, 2017 and the year ended December 31, 2016, no indicators of impairment have been identified. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an annual impairment test. The Company has two operating segments: MRM and Aerospace and Defense. The goodwill was allocated to one reporting unit which included in the MRM division. The goodwill impairment tests are conducted in two steps. In the first step, the Company determines the fair value of the reporting unit. If the net book value of the reporting unit exceeds its fair value, the Company would then perform the second step of the impairment test which requires allocation of the reporting unit’s fair value of all of its assets and liabilities in a manner similar to an acquisition cost allocation, with any residual fair value being allocated to goodwill. The implied fair value of the goodwill is then compared to the carrying value to determine impairment, if any. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Financial Accounting Standards Board, or FASB, ASC 220-10, “Reporting Comprehensive Income,” requires the Company to report in its consolidated financial statements, in addition to its net income, comprehensive income (loss), which includes all changes in equity during a period from non-owner sources including, as applicable, foreign currency items and other items. The Company’s other comprehensive income for all periods presented is related to the translation from functional currency to the presentation currency. |
Income Taxes | Income Taxes Deferred taxes are determined utilizing the “asset and liability” method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, when it is more likely than not that deferred tax assets will not be realized in the foreseeable future. Deferred tax liabilities and assets are classified as current or non-current based on the expected reversal dates of the specific temporary differences. The Company applied FASB ASC Topic 740-10-25, “Income Taxes,” which provides guidance for recognizing and measuring uncertain tax positions and prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on derecognizing, classification and disclosure of these uncertain tax positions. The Company’s policy on classification of all interest and penalties related to unrecognized income tax positions, if any, is to present them as a component of income tax expense. |
Financial Instruments | Financial Instruments 1. Concentration of credit risks: Financial instruments that have the potential to expose the Company to credit risks are mainly cash and cash equivalents, bank deposit accounts, marketable securities and trade receivables. The Company holds cash and cash equivalents, securities and deposit accounts at large banks in Israel, thereby substantially reducing the risk of loss. With respect to trade receivables, the risk is limited due to the geographically spreading, nature and size of the entities that constitute the Company’s customer base. The Company assesses the financial position of its customers prior to the engagement with them. The Company performs ongoing credit evaluations of its customers for the purpose of determining the appropriate allowance for doubtful accounts and generally does not require collateral. An appropriate allowance for doubtful accounts is included in the accounts. 2. Fair value measurement: The Company measures fair value and discloses fair value measurements for financial and non-financial assets and liabilities. Fair value is based on 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 accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-01, which is intended to help companies evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. When substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. This introduces an initial required screening that, if met, eliminates the need for further assessment. To be considered a business, an acquisition would have to include at least one input and a substantive process that together significantly contribute to the ability to create outputs. In order for an integrated set of assets and activities to be a business without outputs, there will need to be an organized workforce. The ASU also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017, with early adoption permitted under certain conditions. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements In January 2017, the FASB issued ASU No. 2017-04, which eliminates Step 2 from the goodwill impairment test. The goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. The amendments should be applied on a prospective basis. For public business entities that are SEC filers, the amendments are effective for annual or any interim impairment tests in reporting periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from contracts with customers (Topic 606). Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard, including clarification on accounting for licenses of intellectual property, identifying performance obligations, principal versus agent considerations and other narrow technical corrections. The new revenue standard (and its related amendments) is effective for reporting periods (interim and annual) beginning after December 15, 2017, with early adoption permitted for reporting periods (interim and annual) beginning after December 15, 2016. The standard permits two methods of adoption: retrospectively to each reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company is currently expecting to adopt the standard using the modified retrospective method. Based on preliminary analysis completed to date, the Company expects the accounting treatment to remain substantially unchanged. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of annual rates of depreciation | Leasehold improvements Over the shorter of the lease term or the life of the assets Machinery and equipment 7-14 years Furniture and fixtures 10-14 years Transportation equipment 7 years Computer equipment 3 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Schedule of fair value measurements | Fair value measurements using input type March 31, 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 2,465 $ - $ - $ 2,465 Restricted cash 4,625 - - 4,625 Derivative assets - 187 - 187 Derivative liabilities - phantom option - (1 ) - (1 ) $ 7,090 $ 186 $ - $ 7,276 Fair value measurements using input type December 31, 2016 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 668 - - 668 Restricted cash 4,488 - - 4,488 Marketable securities 2,978 - - 2,978 Derivative liability - (9 ) - (9 ) Derivative liability- phantom option - (4 ) - (4 ) $ 8,134 (13 ) - 8,121 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventories [Abstract] | |
Schedule of inventories | March 31, 2017 December 31, 2016 Raw materials $ 4,131 $ 5,103 Work in process 1,515 655 $ 5,646 $ 5,758 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segments [Abstract] | |
Schedule of financial performance of our operating segments | Three months ended March 31, 2017 Aerospace and Defense Mobile resource management Consolidated Revenues from external customers $ 2,558 $ 2,701 $ 5,259 Segment operating loss (417 ) (1)(1,370 ) (1,787 ) Non allocated expenses (304 ) Finance expenses and other (138 ) Consolidated loss before provision for income taxes $ (2,229 ) Three months ended March 31, 2016 Aerospace and Defense Mobile resource management Consolidated Revenues from external customers $ 2,531 $ 3,951 $ 6,482 Segment operating income (loss) 159 (2)(290 ) (131 ) Non allocated expenses (212 ) Finance expenses and other (130 ) Consolidated loss before provision for income taxes $ (473 ) (1) Includes $235 of intangible assets amortization, derived from Micronet and Micronet Inc. acquisitions. (2) Includes $228 of intangible assets amortization, derived from Micronet and Micronet Inc. acquisitions. |
Description of Business (Detail
Description of Business (Details) - Micronet Ltd [Member] - ILS (₪) ₪ in Thousands | 1 Months Ended | |
Feb. 23, 2017 | Mar. 31, 2017 | |
Description of Business (Textual) | ||
Sale of an aggregate shares of gross proceeds | 6,100,000 | |
Irrevocable proxy assigning his voting power | 45,000 | |
Purchased an additional shares | 140,000 | |
Ownership percentage | 50.01% | |
Voting interest of Micronet increased | 50.07% | |
Ordinary shares for aggregate gross proceeds | ₪ 9,844,020 | |
Maximum [Member] | ||
Description of Business (Textual) | ||
Ownership interest in Micronet was diluted | 62.90% | |
Minimum [Member] | ||
Description of Business (Textual) | ||
Ownership interest in Micronet was diluted | 49.31% |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Machinery and equipment [Member] | Minimum [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 7 years |
Machinery and equipment [Member] | Maximum [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 14 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 10 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 14 years |
Transportation equipment [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 7 years |
Computer equipment [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 3 years |
Leasehold Improvements [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | Over the shorter of the lease term or the life of the assets |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Summary of Significant Accounting Policies (Textual) | ||
Unbilled due to customers | $ 6,068 | $ 4,805 |
Allowance for doubtful accounts | $ 618 | $ 563 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of fair value measurements using input type | ||
Cash and cash equivalents | $ 2,465 | $ 668 |
Restricted cash | 4,625 | 4,488 |
Marketable securities | 2,978 | |
Derivative assets | 187 | |
Derivative liability | (9) | |
Derivative liability - phantom option | (1) | (4) |
Fair value measurements, Total | 7,276 | 8,121 |
Level 1 [Member] | ||
Schedule of fair value measurements using input type | ||
Cash and cash equivalents | 2,465 | 668 |
Restricted cash | 4,625 | 4,488 |
Marketable securities | 2,978 | |
Derivative assets | ||
Derivative liability | ||
Derivative liability - phantom option | ||
Fair value measurements, Total | 7,090 | 8,134 |
Level 2 [Member] | ||
Schedule of fair value measurements using input type | ||
Cash and cash equivalents | ||
Restricted cash | ||
Marketable securities | ||
Derivative assets | 187 | |
Derivative liability | (9) | |
Derivative liability - phantom option | (1) | (4) |
Fair value measurements, Total | 186 | (13) |
Level 3 [Member] | ||
Schedule of fair value measurements using input type | ||
Cash and cash equivalents | ||
Restricted cash | ||
Marketable securities | ||
Derivative assets | ||
Derivative liability | ||
Derivative liability - phantom option | ||
Fair value measurements, Total |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of inventories | ||
Raw materials | $ 4,131 | $ 5,103 |
Work in process | 1,515 | 655 |
Inventories | $ 5,646 | $ 5,758 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | |||
Schedule of internal financial reporting system | ||||
Revenues from external customers | $ 5,259 | $ 6,482 | ||
Finance expenses and other | (138) | (130) | ||
Consolidated loss before provision for income taxes | (2,229) | (473) | ||
Aerospace and Defense [Member] | ||||
Schedule of internal financial reporting system | ||||
Revenues from external customers | 2,558 | 2,531 | ||
Segment operating loss | (417) | 159 | ||
Mobile resource Management [Member] | ||||
Schedule of internal financial reporting system | ||||
Revenues from external customers | 2,701 | 3,951 | ||
Segment operating loss | (1,370) | [1] | (290) | [2] |
Consolidated [Member] | ||||
Schedule of internal financial reporting system | ||||
Revenues from external customers | 5,259 | 6,482 | ||
Segment operating loss | (1,787) | (131) | ||
Non allocated expenses | (304) | (212) | ||
Finance expenses and other | (138) | (130) | ||
Consolidated loss before provision for income taxes | $ (2,229) | $ (473) | ||
[1] | Includes $235 of intangible assets amortization, derived from Micronet and Micronet Inc. acquisitions. | |||
[2] | Includes $228 of intangible assets amortization, derived from Micronet and Micronet Inc. acquisitions. |
Segments (Details Textual)
Segments (Details Textual) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)Segments | Mar. 31, 2016USD ($) | |
Segments (Textual) | ||
Number of operating segments | Segments | 2 | |
Amortization of intangible assets | $ | $ 235 | $ 228 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | May 12, 2017 | Apr. 17, 2017 |
YA II PV Ltd [Member] | ||
Subsequent Events (Textual) | ||
Company offered YA II shares of its common stock | 57,969 | |
Yorkville Advisors Global, LLC, [Member] | ||
Subsequent Events (Textual) | ||
Company offered YA II shares of its common stock | 275,000 | |
Standby Equity Distribution Agreement [Member] | ||
Subsequent Events (Textual) | ||
SEDA sale amount | $ 414 |