Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 01, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | MICT, Inc. | ||
Entity Central Index Key | 0000854800 | ||
Trading Symbol | MICT | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 7,429,769 | ||
Entity Common Stock, Shares Outstanding | 10,734,232 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 2,174 | $ 2,114 |
Restricted cash | 284 | |
Trade accounts receivable, net | 1,010 | 5,183 |
Inventories | 4,345 | 4,979 |
Other accounts receivable | 339 | 1,092 |
Held for sale assets | 11,656 | |
Total current assets | 7,868 | 25,308 |
Property and equipment, net | 661 | 910 |
Intangible assets, net and others | 434 | 1,494 |
Deferred tax assets | 542 | |
Long-term deposit and prepaid expenses | 703 | 12 |
Restricted cash escrow | 477 | |
Goodwill | 1,466 | |
Total long-term assets | 2,275 | 4,424 |
Total assets | 10,143 | 29,732 |
LIABILITIES AND EQUITY | ||
Short-term bank credit and current portion of long-term bank loans | 2,806 | 1,582 |
Short-term credit from others and current portion of long-term loans from others | 3,004 | 2,207 |
Trade accounts payable | 1,531 | 3,973 |
Other accounts payable | 1,211 | 3,146 |
Held for sale liabilities | 11,338 | |
Total current liabilities | 8,552 | 22,246 |
Long-term loans from banks | ||
Long-term loan from others | 1,379 | |
Long-term escrow | 477 | |
Accrued severance pay, net | 110 | 133 |
Total long-term liabilities | 587 | 1,512 |
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, 9,342,115 and 8,645,656 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 9 | 8 |
Additional paid in capital | 11,905 | 10,881 |
Accumulated other comprehensive income (loss) | (117) | (363) |
Accumulated loss | (12,757) | (10,147) |
MICT stockholders’ equity | (960) | 379 |
Non-controlling interests | 1,964 | 5,595 |
Total equity | 1,004 | 5,974 |
Total Liabilities and equity | $ 10,143 | $ 29,732 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 9,342,115 | 8,645,656 |
Common stock, shares outstanding | 9,342,115 | 8,645,656 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 14,162 | $ 18,366 |
Cost of revenues | 10,652 | 14,094 |
Gross profit | 3,510 | 4,272 |
Operating expenses: | ||
Research and development | 1,906 | 1,964 |
Selling and marketing | 1,582 | 1,883 |
General and administrative | 6,345 | 4,116 |
Impairment of goodwill | 1,466 | |
Amortization of intangible assets | 1,298 | 978 |
Total operating expenses | 12,597 | 8,941 |
Loss from operations | (9,087) | (4,669) |
Finance expense, net | 1,267 | 401 |
Loss before provision for income taxes | (10,354) | (5,070) |
Taxes on income (benefit) | 606 | (10) |
Net loss from continued operation | (10,960) | (5,060) |
Net income (loss) from discontinued operation | 4,894 | (4,901) |
Total Net Loss | (6,066) | (9,961) |
Net loss attributable to non-controlling interests | 3,456 | 1,804 |
Net loss attributable to MICT | $ (2,610) | $ (8,157) |
Loss per share attributable to MICT: | ||
Basic and diluted loss per share from continued operation | $ (0.81) | $ (0.45) |
Basic and diluted income (loss) per share from discontinued operation | 0.53 | (0.69) |
Weighted average common shares outstanding: Basic and diluted | $ 9,166,443 | $ 7,128,655 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (6,066) | $ (9,961) |
Other comprehensive Income (loss), net of tax: | ||
Currency translation adjustment | (135) | 218 |
Total comprehensive loss | (6,201) | (9,743) |
Comprehensive loss attributable to the non-controlling interests | (3,631) | (1,062) |
Comprehensive loss attributable to MICT | $ (2,570) | $ (8,681) |
Statements of Changes In Equity
Statements of Changes In Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Non-controlling Interest | Total |
Balance at Dec. 31, 2016 | $ 6 | $ 8,748 | $ (1,990) | $ 11 | $ 4,183 | $ 10,958 |
Balance, Shares at Dec. 31, 2016 | 6,385,092 | |||||
Shares issued to service providers and employees | 36 | 36 | ||||
Shares issued to service providers and employees, shares | 32,250 | |||||
Stock based compensation | 25 | 25 | ||||
Issuance of warrants | 103 | 103 | ||||
Comprehensive loss | (8,157) | (374) | (1,212) | (9,743) | ||
Issuance of shares in Micronet subsidiary | 2,474 | 2,474 | ||||
Stock based compensation in subsidiary | (150) | 150 | ||||
Issuance of shares, net | $ 2 | 2,119 | 2,121 | |||
Issuance of shares, net, shares | 2,228,314 | |||||
Balance at Dec. 31, 2017 | $ 8 | 10,881 | (10,147) | (363) | 5,595 | 5,974 |
Balance, Shares at Dec. 31, 2017 | 8,645,656 | |||||
Shares issued to service providers and employees | 170 | 170 | ||||
Shares issued to service providers and employees, shares | 123,500 | |||||
Stock based compensation | 377 | 377 | ||||
Issuance of warrants | 74 | 74 | ||||
Comprehensive loss | (2,610) | 246 | (3,837) | (6,201) | ||
Stock based compensation in subsidiary | (206) | 206 | 0 | |||
Issuance of shares, net | $ 1 | 609 | 610 | |||
Issuance of shares, net, shares | 572,959 | |||||
Balance at Dec. 31, 2018 | $ 9 | $ 11,905 | $ (12,757) | $ (117) | $ 1,964 | $ 1,004 |
Balance, Shares at Dec. 31, 2018 | 9,342,115 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss from continued operation | $ (10,960) | $ (5,060) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Capital gain from disposal | (6,844) | |
Depreciation and amortization | 1,418 | 1,322 |
Goodwill impairment | 1,466 | |
Gain from property and equipment, net | 72 | |
Marketable securities | (71) | |
Change in fair value of derivatives, net | (11) | 7 |
Change in deferred taxes, net | 522 | (7) |
Extinguishment of loan costs and commissions | 334 | |
Accrued interest and exchange rate differences on bank loans | 26 | 271 |
Accrued interest and exchange rate differences on loans from others | 664 | (251) |
Stock based compensation and shares issued to service providers | 548 | 213 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in trade accounts receivable | 4,049 | (2,474) |
Decrease (increase) in inventories | 534 | (1,040) |
Increase (decrease) in accrued severance pay, net | (14) | 75 |
Decrease (increase) in other accounts receivable and long term other receivables | 32 | (737) |
Increase (decrease) in trade accounts payable | (2,234) | 1,740 |
Increase (decrease) in other accounts payable | (1,761) | 1,939 |
Net cash used in operating activities | (5,315) | (4,073) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Consideration from disposal of discontinued operation | 4,295 | |
Purchase of property and equipment | (44) | (189) |
Sale of marketable securities | 3,049 | |
Net cash provided by investing activities | 4,251 | 2,860 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Extinguishment of loan costs | (334) | |
Short term bank loans | 1,399 | (3,561) |
Receipt of loans from others, net | 4,826 | 1,950 |
Repayment of loans from others | (5,450) | (700) |
Issuance of shares by subsidiary, net | 2,474 | |
Issuance of warrants | 74 | 103 |
Issuance of shares, net | 479 | 2,121 |
Net cash provided by financing activities | 994 | 2,387 |
NET CASH DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (70) | 1,174 |
Cash, Cash Equivalents and restricted cash at the beginning of the period | 2,398 | 1,133 |
TRANSLATION ADJUSTMENT OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (154) | (91) |
Cash, Cash Equivalents and restricted cash at end of the period | 2,174 | 2,398 |
Amount paid during the period for: | ||
Interest | 841 | 172 |
Taxes | 46 | 24 |
APPENDIX B –NON-CASH ACTIVITIES: | ||
Conversion into shares of YA convertible loan | $ 130 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Overview MICT Inc ("the Company") were formed as a Delaware corporation on January 31, 2002. On March 14, 2013, the Company changed our corporate name from Lapis Technologies, Inc. to Micronet Enertec Technologies, Inc. On July 13, 2018, following the sale of our former subsidiary Enertec Systems Ltd., the Company changed the Company name from Micronet Enertec Technologies, Inc. to MICT, Inc. Our shares have been listed for trade on the Nasdaq Capital Market, or Nasdaq, since April 29, 2013. The Company operates primarily through an Israel-based subsidiary, Micronet Ltd., or Micronet, in which the Comapny previously had a majority ownership interest that has since been diluted to a minority ownership interest. As of December 31st, 2018 the Company held 50.07% of Micronet's issued and outstanding shares. On February 24, 2019, Micronet closed a public equity offering on the Tel Aviv Stock Exchange, or the TASE and as result of this offering, our ownership interest in Micronet was diluted from 49.89% to 33.88%. In addition, on February 24, 2019, Mr. David Lucatz, our President and Chief Executive Officer, executed an irrevocable proxy assigning his voting power over 1,980,000 shares of Micronet for our benefit. As a result, our current voting interest in Micronet stands at 39.53% of the issued and outstanding shares of Micronet. The decrease in the Company’s voting interest in Micronet will Micronet 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 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. This enables the users to manage the drivers in various aspects such as: driver identification, reporting hours worked customer/organization working procedures and protocols, route management and navigation based on tasks and time schedule. End users may also receive real time messages for various services such as pickup and delivery, repair and maintenance, status reports, alerts, notices relating to the start and ending of work, digital forms, issuing and printing of invoices and payments. In addition, using its recently launched SmartHub (formerly known as Treq5), Micronet provides third party telematics service providers a platform to offer services such as “Hours of Service,” or HOS. Micronet is also commencing an evaluation of integration with other telematics service providers, or TSPs. Through its SmartHub product, Micronet provides its consumers with services such as driver recognition, identifying and preventing driver fatigue, recognizing driver behavior, preventive maintenance, fuel efficiency and an advance driver assistance system. Micronet’s customers consist primarily of application service providers, ASP's and solution providers specializing in the MRM market. These companies sell Micronet’s products as part of their MRM systems and solutions. Currently, Micronet does not sell directly to end users. Micronet customers are generally MRM solution and service providers, ASP providers in the transportation market, including long haul, local fleets’ student transportation (yellow busses) and fleet and field management systems for constructions and heavy equipment. Micronet products are used by customers worldwide. Micronet operates and conducts its business in the U.S market through Micronet Inc., a fully owned subsidiary located in Utah. The Micronet U.S business, operations and facilities include manufacturing and technical support infrastructure as well as sales and marketing capabilities which allow Micronet to continue and expand into the U.S market and support its existing U.S. based customers, all with further accessibility and presence to local fleets and local MRM service providers. Pursuant to the February 2019, equity offering on the Tel Aviv Stock Exchange, Micronet raised a total of NIS 5,003 (approximately $1,400) in aggregate gross proceeds in consideration for the issuance of in the aggregate of 11,500,000 ordinary shares and 4,600,000 options. On December 31, 2017, the Company, Enertec, previously our wholly owned subsidiary, and Enertec Management Ltd., entered into a Share Purchase Agreement, or the Share Purchase Agreement, with Coolisys Technologies Inc., or Coolisys, a subsidiary of DPW Holdings, Inc., or DPW, pursuant to which the Company agreed to sell the entire share capital of Enertec to Coolisys. As consideration for the sale of Enertec’s entire share capital, Coolisys agreed to pay, at the closing of the transaction, a purchase price of $5,250 as well as assume up to $4,000 of Enertec debt. Enertec met the definition of a component as defined by Financial Accountings Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 205. The Company believes the sale represents a strategic shift in its business. Accordingly, its assets and liabilities were classified as held for sale and the results of operations in the statement of operations and prior periods’ results have been reclassified as a discontinued operation. On May 22, 2018, the Company closed on the sale, or the Closing, of all of the outstanding equity of Enertec pursuant to the Share Purchase Agreement. At the Closing, the Company received aggregate gross proceeds of approximately $4,700, of which 10% will be held in escrow for up to 14 months after the Closing to satisfy certain potential indemnification claims. Therefore, the Company has recorded such escrowed amount on its balance sheet as restricted cash and a liability. The final consideration amount was adjusted, pursuant to the terms of the Share Purchase Agreement, as a result of adjustments relating to certain Enertec debts at the Closing. In addition, Coolisys also assumed approximately $4,000 of Enertec’s debt. The Company’s capital gain from the sale of Enertec, based on the Company’s balance sheet at the closing date was $6,844. On December 18, 2018, the Company, Global Fintech Holdings Ltd., a British Virgin Islands corporation, or BVI Pubco, GFH Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of BVI Pubco, or Merger Sub, BNN Technology PLC, a United Kingdom Private limited company, or BNN, Brookfield Interactive (Hong Kong) Limited, a Hong Kong company and a subsidiary of BNN, or BI China, ParagonEx LTD, a British Virgin Islands company, or ParagonEx, certain holders of ParagonEx’s outstanding ordinary shares and a trustee thereof, and Mark Gershinson, in the capacity as the representative of the ParagonEx sellers, entered into an Acquisition Agreement, or the Acquisition Agreement, pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Acquisition Agreement, Merger Sub will merge with and into the Company, as a result of which each outstanding share of the Company’s common stock and warrant to purchase the same shall be cancelled in exchange for the right of the holders thereof to receive 0.93 substantially equivalent securities of BVI Pubco, after which BVI Pubco will acquire (i) all of the issued and outstanding securities of BI China in exchange for newly issued ordinary shares of BVI Pubco and (ii) all of the issued and outstanding ordinary shares of ParagonEx for a combination of cash in the amount equal to approximately $25 million (the majority of which was raised in a private placement by BVI Pubco), unsecured promissory notes and newly issued ordinary shares of BVI Pubco, or collectively, the Acquisitions. Subject to, and upon closing of, the Acquisitions, MICT will issue to its directors/officers the following awards (i) to each of MICT’s Board members, 300,000 options to purchase MICT common stock (1,200,000 options in the aggregate) with an exercise price equal to $1.65 which shall be granted as success bonuses under MICT’s existing Stock Incentive Plans or under the GFH Equity Plan (including the GFH Israeli Sub-Plan) and which shall be, converted into MICT Replacement Options (as described in Section 2.6(b) of the Acquisition Agreement) and which, for the, avoidance of doubt, and notwithstanding the termination of the employment or directorship of the, optionholder, shall expire on the 15 month anniversary of the closing date of the Acquisition Agreement); and (ii) up to an additional, 300,000 restricted shares of MICT ‘s common stock, to be issued to officers and service providers of MICT. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 (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 MICT, Inc. 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 are comprised 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. Investments in Marketable Securities Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determinations at each balance sheet date. Investments in marketable securities are classified as “trading,” and unrealized gains or losses are reported in the statement of income. 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 December 31, 2018 and 2017, the allowance for doubtful accounts amounted to $1,330 and $0, respectively. Reclassifications Certain balance sheet amounts and cash flow 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 is comprised of 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 service period, which is usually the vesting 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) , or IIA. Earning (Loss) per Share Basic and diluted net earnings (loss) 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. As of December 31, 2017, no indicators of impairment have been identified. As of December 31, 2018 all intangible assets were fully amortized. Goodwill The Company performed goodwill impairment tests until 2016. The goodwill impairment test is conducted in two steps. In the first step, the Company determines the fair value of the reporting unit using expected future discounted cash flows and estimated terminal values. If the net book value of the reporting unit exceeds the 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 its assets and liabilities in a manner similar to 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. Starting in 2017, the Company determines the fair value of the reporting unit using the income approach, which utilizes a discounted cash flow model, as the Company believes that this approach best approximates the unit’s fair value at this time. The Company has corroborated the fair values using the market approach. Judgments and assumptions related to revenue, gross profit, operating expenses, future short-term and long-term growth rates, weighted average cost of capital, interest, capital expenditures, cash flows, and market conditions are inherent in developing the discounted cash flow model. Additionally, the Company evaluated the reasonableness of the estimated fair value of its reporting unit by reconciling its market capitalization. This reconciliation allowed the Company to consider market expectations in corroborating the reasonableness of the fair value of the reporting unit. Following such reconciliation, the Company found that there was a material difference (approximately 54%) between the fair value of the reporting unit and its market capitalization as of December 31, 2017. The Company has one operating segment and one operating unit related to its overall MRM. Until 2017, step one of the assessment resulted in the carrying value of the MRM reporting unit exceeding its fair value. As described in the preceding paragraphs, the second step was performed by allocating the reporting unit's fair value to all of its assets and liabilities, with any residual fair value being allocated to goodwill. There were no impairments recorded until 2017. As of December 31, 2018, the Company market capitalization was significantly lower than the net book value of the reporting unit. In establishing the appropriate market capitalization, the Company looked at the date that the annual impairment test is performed (December 31, 2018). In order to calculate its market capitalization, the Company used the price per share of NIS0.46. Following the results of the step one test, the Company continued to the second step, which was performed by allocating the reporting unit’s fair value to all of its assets and liabilities, with any residual fair value being allocated to goodwill. The Company determined that the carrying value of goodwill should be impaired and therefore an impairment of $1.466 million was recorded. Revenue recognition Sales of products consist of revenue from the sale of MRM products. The Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products are transferred to its customers. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the company no longer has physical possession, the company usually will have a present right to payment and retains none of the significant risks and rewards of the goods in question For most of the Company’s products sales, control transfers when products are shipped. Comprehensive Income (Loss) FASB ASC Topic 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’s more likely than not that deferred tax assets will not be realized in the foreseeable future. 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 geographic 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 November 2016, the FASB issued Accounting Standards Update (ASU) 2016-18. This updates provides guidance on the classification and presentation of changes in restricted cash or restricted cash equivalents in the statement of cash flows under Topic 230, Statement of Cash Flows. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017, with early adoption permitted. The amendments will be applied retrospectively to each period presented. The Company implemented this standard on its consolidated financial statements. In August 2016, the FASB issued Accounting Standards Update (ASU) 2016-15. This update addresses whether to present certain specific cash flow items as operating, investing or financing activities. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017. Early adoption is permitted. The amendments will be applied retrospectively to each period presented. The Company implemented this standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This guidance results in a more faithful representation of the rights and obligations arising from operating and capital leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2018. On initial adoption, the Company expects to recognize right-of-use assets of approximately $ 1,600 and lease liabilities of approximately $ 773 on our balance sheet. The Company will apply the standard retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment to equity. In January 2017, the FASB issued Accounting Standards Update (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 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 3 — FAIR VALUE MEASUREMENTS Items carried at fair value as of December 31, 2018 and 2017 are classified in the table below in one of the three categories described in Note 2. Fair value measurements using input type December 31, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 2,174 - - 2,174 Total $ 2,174 - 2,174 Fair value measurements using input type December 31, 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 2,114 - - 2,114 Restricted cash 284 - - 284 Derivative liability - 3 - 3 Derivative liability- phantom option - (11 ) - (11 ) Total 2,398 (8 ) - 2,390 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [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: December 31, 2018 2017 Raw materials $ 3,800 $ 3,189 Work in process and finished product 545 1,790 $ 4,345 $ 4,979 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 — PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following as of December 31, 2018 and 2017: December 31, 2018 2017 Building $ 1,851 $ 1,997 Computer equipment 790 920 Dies 553 566 Furniture and fixtures 313 322 Machinery and equipment 299 1,466 Transportation equipment 62 68 3,868 5,339 Less accumulated depreciation (3,207 ) (4,429 ) $ 661 $ 910 Depreciation expenses totaled $312 and $344, for the years ended December 31, 2018 and 2017, respectively. |
Intangible Assets and Others, N
Intangible Assets and Others, Net | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND OTHERS, NET | NOTE 6 — INTANGIBLE ASSETS AND OTHERS, NET Composition: Useful life December 31, years 2018 2017 Original amount: Technology 5 $ 2,010 $ 2,010 Customer related intangible assets 3-5 3,470 3,470 $ 5,480 $ 5,480 Accumulated amortization: Technology 5 $ 2,010 $ 1,534 Customer related intangible assets 3-5 3,470 2,747 5 $ 5,480 $ 4,281 Net Amount: $ - $ 1,199 Prepaid lease expenses and capitalization of license 434 295 $ 434 $ 1,494 |
Short-Term Bank Loans
Short-Term Bank Loans | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
SHORT-TERM BANK LOANS | NOTE 7 - SHORT-TERM BANK LOANS Composition: Interest rate Total short-term liabilities 2018 Linkage December 31, % basis 2018 2017 Due to banks Prime plus 2.45% Prime plus 2.5% NIS $ 2,330 $ 951 Current portion 476 631 $ 2,806 $ 1,582 As of December 31, 2018, the Company had short-term bank credit of $2,806 comprised as follows: $476 current portion of long-term loans of Micronet and $1,566 of short-term bank loans that bear interest of prime plus 2.45% through prime plus 2.5% paid either on a monthly or weekly basis and long term loans of $ 764 that were classified to the short term loans due to the fact Micronet does not meet its covenants. MICT Telematics Ltd., or MICT Telematics, one of our subsidiaries, had not met all of its bank covenants as of December 31, 2018. As of December 31, 2017, the Company had short-term bank credit of $1,582 comprised as follows: $631 current portion of long-term loans and $951 of short-term bank loans that bear interest of prime plus 1.7% through prime plus 2.45% paid either on a monthly or weekly basis. On July 10, 2018, Micronet received a loan from Mizrahi-Tefahot Bank in the amount of NIS 5 million, in accordance with a financing agreement dated March 25, 2018. The loan bears annual interest at a rate of Prime plus 2.5%. The loan has a term of 36 months and will be repaid in twelve quarterly installments payable from October 10, 2018 to July 11, 2021. In 2018, Micronet entered into a credit line agreement, or the Mizrahi-Tefahot Credit Line, with Mizrahi-Tefahot Bank for borrowings of up to a total of $1,335 at a rate of Prime plus 1.9%. As of December 31, 2018, the balance on the Mizrahi-Tefahot Credit Line was $1,335. The Company may cancel the Mizrahi-Tefahot Credit Line with an advance notice of 14 days. This credit arrangement was obtained to support Micronet’s working capital. Pursuant to Micronet borrowing arrangements in 2018, Micronet has covenanted that it will present separate financial statements reflecting; (A) annual EBITDA shall of not less then $750; (B) the ratio of customer debt to financial credit (credit utilized by Micronet under each agreement with Mizrahi-Tefahot Bank |
Loans from Others
Loans from Others | 12 Months Ended |
Dec. 31, 2018 | |
Loans from Others [Abstract] | |
LOANS FROM OTHERS | NOTE 8 — LOANS FROM OTHERS On each of June 30, October 28, and December 22, 2016, the Company and its wholly-owned subsidiary, MICT Telematics, entered into separate Note Purchase Agreement with YA II PN Ltd., or YA II, a Cayman Island exempt limited partnership and affiliate of Yorkville Advisors Global, LLC, whereby YA II purchased $600, $500 and $1,000 of notes from the Company. The outstanding principal balance of the notes bears interest at 7% per annum. Upon the occurrence of an Event of Default (as defined in the notes), all amounts payable may be due immediately. In connection with the Note Purchase Agreements, the Company granted to YA II a five-year warrant to purchase 252,000 shares of the Company’s common stock at an exercise price of $3.00 per share. On June 8, 2017, the Company entered into another Note Purchase Agreement with YA II whereby YA II agreed to lend the Company $600 pursuant to an additional secured promissory note. The outstanding principal balance of the additional note bears interest at 7% per annum. The additional note matures on December 31, 2018. The Company shall make payments of $100 on September 30, 2018 and $500 on December 31, 2018. Pursuant to the June 8, 2017 Note Purchase Agreement, the Company and YA II agreed to amend the terms of the promissory notes issued by the Company to YA II dated June 30, 2016, or the June 2016 Note, October 28, 2016, or the October 2016 Note, and December 22, 2016, or the December 2016 Note, respectively. The June 2016 Note was amended to (i) extend the maturity date to December 31, 2017 and (ii) amend the repayment schedule owed under such note such that $150 shall be payable by the Company on each of October 10, 2016, May 1, 2017, September 30, 2017 and December 31, 2017. The Company made the required payment by December 31, 2017. The October 2016 Note was amended to (i) extend the maturity date to March 31, 2018 and (ii) amend the repayment schedule such that on May 1, 2017, September 30, 2017, December 31,2017 and March 31, 2018 the Company shall make payments of $150, $100, $150 and $100, respectively. The payment of December, 31, 2017 was paid on January, 18, 2018. The December 2016 Note was amended to (i) extend the maturity date to September 30, 2018 and (ii) amend the repayment schedule such that on March 31, 2018, June 30, 2018 and September 30, 2018 the Company shall make payments of $300, $400 and $300, respectively. In addition, the Company agreed to amend the exercise price of the 252,000 warrants to purchase shares of common stock of the Company, which were granted in connection with the June 30, 2016, October 28, 2016 and December 22, 2016 Note Purchase Agreements, to $2.00 per share. On August 22, 2017, the Company and MICT Telematics executed the Third Supplemental Agreement which supplements the Note Purchase Agreement executed by the parties on October 28, 2016. Pursuant to the Third Supplemental Agreement, the Company borrowed $1,500 from YA II pursuant to the terms of a secured promissory note. The outstanding principal balance of the note shall bear interest at 7% per annum. The note was to mature on November 22, 2017. On November 19, 2017, the Company and YA II amended the maturity date of the August 2017 Note to February 15, 2018 and provided that the Company may extend such maturity date to January 15, 2019 at its sole discretion. In the event the Company elect to utilize such extension, the Company have agreed to (i) pay an aggregate of $200 of principal plus all accrued and unpaid interest under the note on March 31, 2018, (ii) pay an aggregate of $200 of principal plus all accrued and unpaid interest under the note on June 30, 2018, (iii) pay an extension fee of $50 and (iv) issue YA II a five-year warrant to purchase 158,000 shares of our common stock at an exercise price of $1.50 per share. The warrant also provides for demand and piggyback registration rights (see Note 18). The Company evaluated the modifications to the terms of the loans in accordance with the guidance in ASC Topic 470-50-40 regarding de-recognition of debt, and concluded that the new loans are not substantially different from the original loans. Therefore, these modifications were not accounted for as extinguishment of the existing debt. On March 29, 2018, the Company and MICT Telematics executed and closed on a securities purchase agreement with YA II whereby the Company issued and sold to YA II (1) certain Series A Convertible Debentures in the aggregate principal aggregate amount of $3,200, or the Series A Debentures, and (2) a Series B Convertible Debenture in the principal aggregate amount of $1,800, or the Series B Debenture. The Series A Debentures were issued in exchange for the cancellation and retirement of certain promissory notes issued by the Company to YA II on October 28, 2016, December 22, 2016, June 8, 2017 and August 22, 2017, or collectively, the Prior Notes, with a total outstanding aggregate principal amount of $3,200. The Series B Debenture was issued and sold for aggregate gross cash proceeds of $1,800. In addition, pursuant to the terms of the securities purchase agreement, the Company agreed to issue to YA II a warrant to purchase 375,000 shares of the Company’s common stock at a purchase price of $2.00 per share, a warrant to purchase 200,000 shares of the Company’s common stock at a purchase price of $3.00 per share and a warrant to purchase 112,500 shares of the Company’s common stock at a purchase price of $4.00 per share. In conjunction with the issuance of the Series A Debentures and the Series B Debentures, a total of $273 in fees and expenses were deducted from the aggregate gross proceeds and paid to YA II. The Company evaluated if those changes stands for Trouble debt restructuring (TDR), and concluded that it does not meet TDR requirements, then it evaluated if the modifications to the terms of the aforementioned loans from YA II in accordance with the guidance in FASB ASC Topic 470-50-40 “Derecognition,” and concluded that the Series A Debentures and Series B Debenture are substantially different from the Prior Loans. Therefore, these modifications were accounted for as an extinguishment of the existing debt. As a result, the Company recorded an expense of $334. In addition, in June 2018, the Company made aggregate payments of $875 towards the repayment of the Series A Debentures. On July 3, 2018, the Company made a payment of $1,000 towards the repayment of the Series A Debentures. In addition, on July 5, 2018, a payment of $125 towards the repayment of the Series A Debentures was made in shares of the Company’s common stock at an applicable conversion price of $1.1158 per share pursuant to the terms of the Series A Debentures. Subject to, and upon closing of the Acquisition Agreement among the Company, BNN Technology PLC (“BNN”), a newly created BVI entity, Global Fintech Holdings Ltd., which is intended to be the public company after the transaction in which the Company and other parties merge (the “New Public Company”), and others, BNN and the other counterparties have insisted that the Company modify the terms of the 1,187,500 Warrants to eliminate or modify certain provisions such that all of the Warrants are exchanged for new warrants (the “ New Warrants Subject to, and upon closing of the Acquisition Agreement, securities issued in connection with the payment of the Indebtedness owing to Yorkville, including but not limited to the amortization of such Indebtedness and the conversion of such Indebtedness into up to 1,000,000 shares of MICT Common Stock at a price of not less than $1.10 per share and up to 250,000 shares of MICT Common Stock at a price of not less than $1.0 per share. |
Accrued Severance Pay, Net
Accrued Severance Pay, Net | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED SEVERANCE PAY, NET | NOTE 9 — ACCRUED SEVERANCE PAY, NET A. Accrued Liability: The Company is liable for severance pay to its employees pursuant to the applicable local laws prevailing in the respective countries of employment and employment agreements. For Israeli employees, the liability is partially covered by individual managers’ insurance policies under the name of the employee, for which the Company makes monthly payments. The Company may make withdrawals from the managers’ insurance policies only for the purpose of paying severance pay. The amounts accrued and the amounts funded with managers’ insurance policies are as follows: December 31, 2018 2017 Accrued severance pay $ 208 $ 249 Less - amount funded (98 ) (116 ) $ 110 $ 133 |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 10 — PROVISION FOR INCOME TAXES A. Basis of Taxation United States: The U.S. corporate tax rate was 21% in 2018 and 35% in 2017. On December 22, 2017, the U.S. Tax Cuts and Jobs Act, or the Act, was enacted, which significantly changed U.S. tax laws. The Act lowered the tax rate of the Company. The statutory federal income tax rate was reduced from 35% in 2017 to 21% in 2018. Israel: The Company’s Israeli subsidiaries are governed by the tax laws of the state of Israel which had a general tax rate of 23% in 2018 and 24% in 2017. The Company is entitled to various tax benefits in Israel by virtue of being granted the status of an “Approved Enterprise Industrial Company” as defined by the tax regulations. The benefits include, among other things, a reduced tax rate. In December 2010, legislation amending the Law for Encouragement of Capital Investments of 1959, or the Investment Law, was adopted. This new legislation became effective as of January 1, 2011 and applies to preferred income produced or generated by a preferred company from the effective date. Under this legislation, a uniform corporate tax rate applies to all qualifying income of certain Industrial Companies, or Preferred Enterprise (as defined under the Investment Law), as opposed to the previous law’s incentives, which were limited to income from Approved Enterprises and Privileged Enterprises during their benefits period. Under the legislation, the uniform tax rates are as follows: 2011 and 2012 - 15% (10% in preferred area), 2013 and 2014 - 12.5% (7% in preferred area) and in 2015 - 12% (6% in preferred area). Effective beginning in 2014, the regular Israeli tax rate was 26.5% for Regular Entities and 16% or 9% for Preferred Enterprises (depending on the location of industry). Micronet is eligible for the tax rate for Preferred Enterprises. In 2018 and 2017, Micronet was taxed at the 16% rate. In December 2016, the Israeli government published the Economic Efficiency Law (2016) (legislative amendments to accomplish budget goals for the years 2017 and 2018). According to such law, in 2017 the general tax rate was decreased by 1% and starting in 2018 was decreased by 2%; so that the tax rate was 24% in 2017 and was 23% in 2018 and onwards. In addition, the tax rate that applies to Preferred Enterprises in preferred areas was be decreased by 1.5% to 7.5% starting January 1, 2017. B. Provision for Taxes Year ended 2018 2017 Current: Domestic $ (7 ) $ (1 ) Foreign (Israel) (62 ) 22 (69 ) 21 Taxes related to prior years (15 ) (31 ) Deferred: Deferred taxes, net (522 ) - Total provision for income taxes $ (606 ) $ (10 ) C. The reconciliation of income tax at the U.S. statutory rate to the Company’s effective tax rate as follows: 2018 2017 U.S. federal statutory rate 21 % 35 % Tax rate difference between U.S. and Israel 2 % (11 )% Effect of Israeli tax rate benefit (7 )% (8 )% Effect of previous years - % - % Change in valuation allowance (9 )% (9 )% Others (7 )% (7 )% Effective tax rate 0.0 % 0.0 % D. Deferred Tax Assets and Liabilities Deferred tax reflects the net tax effects of temporary differences between the carrying amounts of assets or liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2018 and 2017, the Company’s deferred taxes were in respect of the following: December 31, 2018 2017 Net operating loss carry forward $ 1,509 $ 1,814 Provisions for employee rights and other temporary differences 278 542 Deferred tax assets before valuation allowance 1,787 2,356 Valuation allowance (1,787 ) (1,814 ) Deferred tax assets - 542 Deferred tax liability - - Deferred tax assets, net $ - $ 542 E. Tax losses As of December 31, 2018, the Company has a net operating loss carry forward of approximately $5,123, according to the tax report of 2017, which may be utilized to offset future taxable income for United States federal tax purposes. This net operating loss carry forward begins to expire in 2022. Since it is more likely than not that the Company will not realize a benefit from this net operating loss carry forward, a 100% valuation allowance has been recorded to reduce the deferred tax asset to its net realizable value. F. Tax Assessments The Company received final tax assessments in the United States through tax year 2012, and with regard to the Israeli subsidiaries received final tax assessments up until tax year 2012. G. Uncertain Tax Position The Company did not record any liability for income taxes associated with unrecognized tax benefits during 2018 and 2017. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 11 — RELATED PARTIES MICT’s policy is to enter into transactions with related parties on terms that are on the whole no less favorable to it than those that would be available from unaffiliated parties at arm’s length. Based on its experience in the business sectors in which it operates and the terms of the transactions with unaffiliated third parties, MICT believes that all of the transactions described below met this policy standard at the time they occurred. On November 7, 2012, the board of directors and the audit committee of Micronet approved the entry into a management and consulting services agreement, or the Micronet Agreement, with D.L. Capital Ltd., an entity controlled by Mr. Lucatz, MICT’s Chief Executive Officer and significant shareholder, pursuant to which effective November 1, 2012, Mr. Lucatz agreed to devote 60% of his time to Micronet matters for the three year term of the agreement and Micronet agreed to pay the entities controlled by Mr. Lucatz management fees consisting of: (i) management fees of $13 on a monthly basis, and cover other monthly expenses, (ii) an annual bonus of 3% of the amount by which the annual EBITDA for such year exceeds the average annual EBITDA for 2011 and 2010, and (iii) a bonus of 0.5% of the purchase price of any acquisition or capital raising transaction, excluding the public offering contemplated at such time, completed by us during the term of the agreement. Such agreement was further subject to the approval of Micronet’s stockholders, which was obtained at a special meeting held on January 30, 2013 for that purpose and went into effect following its execution on February 8, 2013. The Micronet Agreement was extended on November 1, 2015 for three years on the same terms and conditions and was approved by Micronet’s Board of Directors on October 11, 2015 and Micronet’s shareholders on November 16, 2015. Effective July 6, 2017, D.L. Capital Ltd. consented to reduce the requirement of the time Mr. Lucatz is to devote to Micronet matters to 22%, as well as a reduction in .the fees to be paid to D.L. Capital Ltd.to NIS 23,000. On October 31, 2018, D.L. Capital Ltd. agreed to continue rendering services pursuant to the Micronet Agreement for no consideration. On June 6, 2018, the Compensation Committee of MICT approved maintaining Mr. Lucatz’s annual base salary of $400. In addition, on June 6, 2018, the Compensation Committee of MICT approved a discretionary cash bonus to Mr. Lucatz, of $300, as well the issuance of a stock option to purchase 300,000 shares of MICT’s common stock, with an exercise price of $1.32 per share, with 100,000 shares of common stock vesting immediately and 100,000 shares of common stock vesting on each of the first two anniversaries of the date of grant. The bonus and option were granted to Mr. Lucatz in light of his contributions to MICT’s successful sale of its then wholly owned subsidiary, Enertec systems 2001 LTD. On December 30, 2015, MICT obtained a loan from Meydan Family Trust No 3., or Meydan, pursuant to which Meydan agreed to loan MICT $750 on certain terms and conditions. As of December 31, 2017, the balance of the loan was $326. The loan from Meydan was fully paid in March 2018. On December 18, 2018, the Company, Global Fintech Holdings Ltd., a British Virgin Islands corporation, or BVI Pubco, GFH Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of BVI Pubco, or Merger Sub, BNN Technology PLC, a United Kingdom Private limited company, or BNN, Brookfield Interactive (Hong Kong) Limited, a Hong Kong company and a subsidiary of BNN, or BI China, ParagonEx LTD, a British Virgin Islands company, or ParagonEx, certain holders of ParagonEx’s outstanding ordinary shares and a trustee thereof, and Mark Gershinson, in the capacity as the representative of the ParagonEx sellers, entered into an Acquisition Agreement, or the Acquisition Agreement, pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Acquisition Agreement, Merger Sub will merge with and into the Company, as a result of which each outstanding share of the Company’s common stock and warrant to purchase the same shall be cancelled in exchange for the right of the holders thereof to receive 0.93 substantially equivalent securities of BVI Pubco, after which BVI Pubco will acquire (i) all of the issued and outstanding securities of BI China in exchange for newly issued ordinary shares of BVI Pubco and (ii) all of the issued and outstanding ordinary shares of ParagonEx for a combination of cash in the amount equal to approximately $25 million (the majority of which was raised in a private placement by BVI Pubco), unsecured promissory notes and newly issued ordinary shares of BVI Pubco, or collectively, the Acquisitions. Subject to, and upon closing of, the Acquisitions, MICT will issue to its directors/officers the following awards (i) to each of MICT’s Board members, 300,000 options to purchase MICT common stock (1,200,000 options in the aggregate) with an exercise price equal to $1.65 which shall be granted as success bonuses under MICT’s existing Stock Incentive Plans or under the GFH Equity Plan (including the GFH Israeli Sub-Plan) and which shall be, converted into MICT Replacement Options (as described in Section 2.6(b) of the Acquisition Agreement) and which, for the, avoidance of doubt, and notwithstanding the termination of the employment or directorship of the, optionholder, shall expire on the 15 month anniversary of the closing date of the Acquisition Agreement); and (ii) up to an additional, 300,000 restricted shares of MICT ‘s common stock, to be issued to officers and service providers of MICT. Except as described above, no director, executive officer, principal stockholder holding at least 5% of MICT common stock, or any family member thereof, had or will have any material interest, direct or indirect, in any transaction, or proposed transaction, during 2018 or 2017 in which the amount involved in the transaction exceeded or exceeds $120 or one percent of the average of the total assets of MICT at the year-end for the last two completed fiscal years. Transactions with related parties Year ended December 31, 2018 2017 Consulting fee paid to controlling shareholder $ 400 $ 331 Bonus paid to controlling shareholder 300 - Stock based compensation granted to controlling shareholder 218 - Total 918 331 |
Shareholder's Equity
Shareholder's Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
SHAREHOLDER'S EQUITY | NOTE 12 — SHAREHOLDER’S EQUITY A. Common stock: Common stock confers upon its holders the rights to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. B. Stock Option Plan: Pursuant to our 2012 Stock Incentive Plan as amended and approved at the Company’s Annual Meeting of Shareholders in December 2018, the board of directors is authorized to award stock options to purchase shares of common stock to our officers, directors, employees and certain others, up to a total of 5,000,000 shares of common stock, subject to adjustments in the event of a stock split, stock dividend, recapitalization or similar capital change. Stock based compensation amounted to $377 and $25 for the years ended December 31, 2018 and 2017, respectively. The exercise price of the options granted under the 2012 Stock Incentive Plan is set by the board of directors and will not be less than the closing sale price on Nasdaq Capital Market at the grant date. As of December 31, 2018, 3,703,000 shares of common stock remain available for future awards under the 2012 Stock Incentive Plan. Under the 2012 Stock Incentive Plan, unless determined otherwise by the board, options generally vest over a two or three year period from the date of grant and expire 10 years after the grant date. Unvested options are forfeited 90 days following the termination of employment. Any options that are forfeited before expiration become available for future grants. On July 17, 2014 the Company adopted the 2014 Stock Incentive Plan pursuant to which the board of directors is authorized to issue stock options, restricted stock and other awards to officers, directors, employees, consultants and other service providers. The board of directors initially reserved 100,000 shares of the Company’s common stock for issuance pursuant to awards that may be made pursuant to the 2014 Stock Incentive Plan. The 2014 Stock Incentive Plan was amended in December 2018 and the number of shares of the Company’s common stock reserved for issuance under the plan was increased to 600,000 shares. The 2014 Stock Incentive Plan was approved by the stockholders on September 30, 2014 and the amendment to the 2014 Stock Incentive Plan was approved by the stockholders on December 26, 2018. As of December 31, 2018, 396,775 shares of common stock remain available for future awards under the 2014 Stock Incentive Plan. The following table summarizes information about stock options outstanding and exercisable as of December 31, 2018: Options Outstanding Options Exercisable Number Weighted Average Number Exercise Price Years $ 15,000 4.5 15,000 4.30 421,000 6 421,000 4.30 736,000 9.5 536,000 1.32 125,000 9.75 125,000 1.4776 1,297,000 1,097,000 2018 2017 Number of Weighted Average Exercise Price Number of Weighted Average Exercise Price $ $ Options outstanding at the beginning of year: 536,000 4.30 746,000 4.30 Changes during the year: Granted 861,000 1.34 100,000 4.30 Exercised - - - - Forfeited (100,000 ) 4.30 (310,000 ) 4.30 Options outstanding at end of year 1,297,000 2.34 536,000 4.30 Options exercisable at year-end 1,097,000 1.35 461,000 4.30 Subject to, and upon closing of the Acquisition Agreement, the securities issued upon the exercise or conversion of outstanding options will be in accordance with the terms on which they were granted initially. The fair value of each option granted is estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 0% for all years; expected volatility: 2018 – 37.30%; risk-free interest rate: 2018 – 2.8 %; and expected life: 2018- 6 years. The Company is required to assume a dividend yield as an input in the Black-Scholes model. The dividend yield assumption is based on the Company’s historical experience and expectation of future dividends payouts and may be subject to change in the future. The Company uses historical volatility in accordance with FASB ASC Topic 718, “Compensation - stock compensation”. The computation of volatility uses historical volatility derived from the Company’s exchange-traded shares. The risk-free interest assumption is the implied yield currently available on U.S. Treasury zero-coupon bonds, issued with a remaining term equal to the expected life term of the Company’s options. Pre-vesting rates forfeitures were zero based on pre-vesting forfeiture experience. The Company uses the simplified method to compute the expected option term for options granted. C. Stock Option Plan of Subsidiary During 2018, the board of the directors of Micronet approved the grant of 70,000 options with exercise prices of between NIS 2.308, out of which 30,000 options expire during the year The total expenses of the options of Micronet recorded in 2018 amounted to $205 D. SEDA- Standby Equity Distribution Agreement On August 22, 2017, the Company entered into a Standby Equity Distribution Agreement, or the 2017 SEDA with YA II for the sale of up to $10 of shares of the Company’s common stock over a three-year commitment period. Under the terms of the 2017 SEDA, the Company may from time to time, in its discretion, sell newly-issued shares of its common stock to YA II at a discount to market of 1.5%. The Company and YA II previously entered into a prior Standby Equity Distribution Agreement on June 30, 2016, or the 2016 SEDA, for the sale of up to $2,390 of shares of the Company’s common stock over a three year period. The Company is not obligated to utilize any of the $10 available under the 2017 SEDA and there are no minimum commitments or minimum use penalties. The total amount of funds that ultimately can be raised under the 2017 SEDA over the three year term will depend on the market price for the Company’s common stock and the number of shares actually sold. YA II is obligated under the 2017 SEDA to purchase shares of the Company’s common stock from the Company subject to certain conditions including, but not limited to the Company filing a registration statement with the SEC, to register the resale by YA II of shares of common stock sold to YA II under the 2017 SEDA, or the Registration Statement, and the SEC declaring such Registration Statement effective. The 2017 SEDA does not impose any restrictions on the Company’s operating activities. During the term of the 2017 SEDA, YA II is prohibited from engaging in any short selling or hedging transactions related to the Company’s common stock. In connection with the 2017 SEDA, the Company agreed to pay YA Global II SPV, LLC, a wholly owned subsidiary of YA II, a commitment fee in the amount of $800, or the Commitment Fee, in the aggregate, which was to be paid in eight quarterly installments of $100, with the first installment due and payable on the fifth trading day following the execution of the SEDA. The Commitment Fee may be paid in cash or shares of the Company’s common stock. The company paid YA II $50 out of the first installment of the Commitment Fee. On November 19, 2017, the Company entered into an agreement with YA II whereby the commitment fee repayment terms were amended such that (i) $200 of the commitment fee shall be payable as follows: $50 shall be due and payable on March 31, 2018, $50 shall be due and payable on September 30, 2018, $50 shall be due and payable on March 31, 2019, and $50 shall be due and payable on September 30, 2019, and (ii) the Company shall pay the remaining $600 as follows: $90 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $3,000, $30 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $4,000, $30 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $5,000, $150 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $6,000, $50 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $7,000, $130 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $8,000, $60 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $9,000 and $60 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $10,000. On November 22, 2017, Company entered into a Securities Purchase Agreement, or the Purchase Agreement, with one investor, an affiliate of YA II, for the sale of 555,556 shares of the Company’s common stock at a purchase price per share of $0.90 per share in a registered direct offering for total gross proceeds of $500. The Shares were offered and sold by the Company pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-219596). The net proceeds to the Company from the offering, after deducting fees and expenses, were $495. The Company used the net proceeds of the offering to pay $25 towards the remaining balance of a commitment fee pursuant to the Third Supplemental Agreement between the Company and YA II, $150 towards the repayment of principal and interest to the June 2016 Note issued to YA II and the remaining balance for working capital and general corporate purposes. On May 8, 2018, the Company and YA mutually agreed to terminate the 2017 SEDA. As a result of the termination of the 2017 SEDA, the Company’s obligation to pay any and all of the remaining commitment fee owned under the 2017 SEDA was terminated. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 13 — SEGMENT REPORTING The Company accounts for its segment information in accordance with the provisions of FASB ASC Topic 280-10, “Segment Reporting,” or ASC 280-10. ASC 280-10 establishes annual and interim reporting standards for operating segments of a company. ASC 280-10 requires disclosures of selected segment-related financial information about products, major customers, and geographic areas based on the Company’s internal accounting methods. Following Enertec' sale, the Company has one segment reporting only. 1. Geographic Areas Information: Sales: Classified by Geographic Areas: The following presents total revenue for the years ended December 31, 2018 and 2017 by geographic area: Year ended 2018 2017 United States $ 10,834 $ 14,256 Israel 119 233 Other 3,209 3,877 Total $ 14,162 $ 18,366 2. Principal Customers: There were two customers that represented 38% and 17% of the Company’s total revenue in 2018. There were two customers that represented 30% and 20% of the Company’s total revenue in 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 — COMMITMENTS AND CONTINGENCIES Lease commitments- Micronet’s short-term lease expires in June 2019. Accrual rent fee is approximately $140 per year including a property management fee. Micronet Inc.’s additional lease expires in November 2021. Accrual rent fee is approximately $236 per year. At December 31, 2018, total minimum cars and lease rentals under non-cancelable operating leases with an initial or remaining lease term of one year or more are as follows: Year Ending December 31, Amount 2019 $ 414 2020 315 2021 244 2022 $ 35 Legal proceedings The Company are not subject to any pending or threatened legal proceedings, nor is our property the subject of a pending or threatened legal proceeding. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business. Covenants MICT Telematics has covenants under its bank loan mainly requiring separate financial statements equity of not less than 32.5% of total assets. MICT Telematics has not met all of its bank covenants as of December 31, 2018 and as a result, some payments were advanced. Pursuant to Micronet borrowing arrangements in 2018, Micronet has covenanted that it will present separate financial statements reflecting; (A) annual EBITDA shall of not less then $750; (B) the ratio of customer debt to financial credit (credit utilized by Micronet under each agreement with Mizrahi-Tefahot Bank Israel Innovation Authority In April 2013, Micronet submitted to the IIA a request for financial support within a framework of a research and development program for a new product. In September 2013, a grant to Micronet in a total amount of NIS 5.5 million (approximately $1.5 million) was approved by the IIA. This grant was provided by the IIA for a period of one year (starting April 2013) at a level of 30% from the aforementioned amount. In addition, during 2014 Micronet received further confirmation for a grant from the IIA in the total amount of NIS 5.5 million (approximately $1.5 million). This grant was provided by the IIA for a period of one year (starting April 2014) at a level of 40% from the aforementioned amount. In addition, during 2015 Micronet received further confirmation for a grant from the IIA in the total amount of NIS 5.1 million (approximately $1.3 million) at a level of 40% from the aforementioned amount. Micronet is obligated to pay royalties to the IIA amounting to 3%-3.5% of the sales of the products and other related revenues generated from such projects linked to the dollar plus Libor interest rate. To date, Micronet has received an aggregate of NIS 5.6 million (approximately $1.5) from the IIA under these three grants. |
Supplementary Financial Stateme
Supplementary Financial Statements Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplementary Financial Statements Information [Abstract] | |
SUPPLEMENTARY FINANCIAL STATEMENTS INFORMATION | NOTE 15 — SUPPLEMENTARY FINANCIAL STATEMENTS INFORMATION A. Other accounts receivable: December 31, 2018 2017 Prepaid expenses $ 164 $ 751 Government departments and agencies 129 277 Others 46 64 $ 339 $ 1,092 B. Other Accounts Payable: December 31, 2018 2017 Employees and wage-related liabilities $ 442 $ 650 Deferred revenues and credit card 88 1,532 Accrued expenses 442 720 Other current liabilities 239 244 $ 1,211 $ 3,146 C. Earnings (loss) per Share: Basic and diluted earnings (losses) per share were computed based on the average number of shares outstanding during each year. The following table sets forth the computation of basic and diluted net earnings (losses) per share attributable to Micronet Enertec: Year ended 2018 2017 Numerator: Amount for basic earnings per share $ (2,610 ) $ (8,157 ) Effect of dilutive instruments - - Amount for diluted earnings per share (2,610 ) (8,157 ) Denominator: Denominator for basic earnings per share - weighted average of shares 9,166,443 7,128,655 Loss per share attributable to MICT Inc.: Basic and diluted continued operation $ (0.81 ) $ (0.45 ) Basic and diluted discontinued operation $ 0.56 $ (0.69 ) |
Discontinued Operation
Discontinued Operation | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATION | NOTE 16 — DISCONTINUED OPERATION On December 31, 2017, the Company, Enertec and Enertec Management Ltd. entered into the Share Purchase Agreement with Coolisys, a subsidiary of DPW, pursuant to which the Conpany agreed to sell the entire share capital of Enertec to Coolisys. As consideration for the sale of Enertec’s entire share capital, Coolisys agreed to pay, at the closing of the transaction, a purchase price of $5,250 as well as assume up to $4,000 of Enertec debt. Enertec met the definition of a component as defined by FASB ASC Topic 205, since Enertec had been classified as held for sale and the Company believes the sale represented a strategic shift in its business. Accordingly, its assets and liabilities were classified as held for sale and the results of operations in the statement of operations and prior periods’ results have been reclassified as a discontinued operation. On May 22, 2018, the Company closed on the sale of all of the outstanding equity of Enertec pursuant to the Share Purchase Agreement. At the closing, the Company received aggregate gross proceeds of approximately $4,700 of which 10% will be held in escrow for up to 14 months after the Closing to satisfy certain potential indemnification claims. Therefore, the Company has recorded such escrowed amount on its balance sheet as restricted cash and a liability. The final consideration amount was adjusted, pursuant to the terms of the Share Purchase Agreement, as a result of adjustments relating to certain Enertec debts at the Closing. In addition, Coolisys also assumed approximately $4,000 of Enertec’s debt. The Company’s capital gain from the sale of Enertec, based on the Company’s balance sheet at the closing date is $6,844. The following is the composition from discontinued operation through December 31, 2018 and December 31, 2017: The following is the composition from discontinued operation: December 31, 2018 December 31, ASSETS Current assets: Cash and cash equivalents $ - $ 279 Restricted cash - 4,224 Trade accounts receivable, net - 4,807 Inventories - 1,506 Other accounts receivable - 66 Total current assets - 10,882 Property and equipment, net - 676 Long-term Assets - 98 Total long-term assets - 774 Total assets $ - $ 11,656 December 31, December 31, LIABILITIES Short-term bank credit $ - $ 8,863 Trade accounts payable - 1,380 Other accounts payable - 957 Total current liabilities - 11,200 Accrued severance pay, net - 138 Total Liabilities $ - $ 11,338 For the Period between January 1, 2018 to January 1, 2017 to Revenues $ 1,512 $ 7,061 Cost of revenues 2,655 7,790 Gross profit (loss) (1,143 ) (729 ) Operating expenses: Research and development 120 672 Selling and marketing 204 546 General and administrative 376 2,199 Total operating expenses 700 3,417 Loss from operations (1,843 ) (4,146 ) Capital gain 6,844 - Finance expense, net (102 ) (632 ) Profit (loss) before provision for income taxes 4,899 (4,778 ) Taxes on income 5 124 Net profit (loss) $ 4,894 $ (4,902 ) For the Period between January 1, 2018 to January 1, 2017 to Net cash provided by (used in) operating activities $ 131 $ (1,367 ) Net cash used in investing activities (39 ) 43 Net cash provided by (used in) financing activities (63 ) 1,427 NET CASH INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 29 103 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD 4,503 128 TRANSLATION ADJUSTMENT OF CASH AND CASH EQUIVALENTS (147 ) 48 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD $ 4,385 $ 279 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 — SUBSEQUENT EVENTS On February 24, 2019, Micronet announced that it closed a public equity offering on the TASE, pursuant to Micronet’s shelf prospectus, which became effective in July 2018. Micronet sold 11,500 units, with each unit consisting of 1,000 ordinary shares and 400 options (with each option exercisable based on a 1:1 ratio and exercisable until August 2020), at a price of 435 NIS per unit. In addition, on February 24, 2019, Mr. Lucatz, our President and Chief Executive Officer, executed an irrevocable proxy assigning his voting power over 1,980,000 shares of Micronet for our benefit. . As of February 21, 2019, the Company had issued to YA 250,000 share of common stock at a purchase price per share of $1.00. On March 13, 2019, the Company issued an additional 996,817 share of common stock at a purchase price per share of $1.10. These issuances of the Company’s common stock to YA reduced the debt owed to YA such that as of March 31, 2019, the balance of the debt is $1,750. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 (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 MICT, Inc. 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 are comprised 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. |
Investments in Marketable Securities | Investments in Marketable Securities Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determinations at each balance sheet date. Investments in marketable securities are classified as “trading,” and unrealized gains or losses are reported in the statement of income. |
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 December 31, 2018 and 2017, the allowance for doubtful accounts amounted to $1,330 and $0, respectively. |
Reclassifications | Reclassifications Certain balance sheet amounts and cash flow 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 is comprised of 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 service period, which is usually the vesting 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) , or IIA. |
Earning (Loss) per Share | Earning (Loss) per Share Basic and diluted net earnings (loss) 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. As of December 31, 2017, no indicators of impairment have been identified. As of December 31, 2018 all intangible assets were fully amortized. |
Goodwill | Goodwill The Company performed goodwill impairment tests until 2016. The goodwill impairment test is conducted in two steps. In the first step, the Company determines the fair value of the reporting unit using expected future discounted cash flows and estimated terminal values. If the net book value of the reporting unit exceeds the 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 its assets and liabilities in a manner similar to 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. Starting in 2017, the Company determines the fair value of the reporting unit using the income approach, which utilizes a discounted cash flow model, as the Company believes that this approach best approximates the unit’s fair value at this time. The Company has corroborated the fair values using the market approach. Judgments and assumptions related to revenue, gross profit, operating expenses, future short-term and long-term growth rates, weighted average cost of capital, interest, capital expenditures, cash flows, and market conditions are inherent in developing the discounted cash flow model. Additionally, the Company evaluated the reasonableness of the estimated fair value of its reporting unit by reconciling its market capitalization. This reconciliation allowed the Company to consider market expectations in corroborating the reasonableness of the fair value of the reporting unit. Following such reconciliation, the Company found that there was a material difference (approximately 54%) between the fair value of the reporting unit and its market capitalization as of December 31, 2017. The Company has one operating segment and one operating unit related to its overall MRM. Until 2017, step one of the assessment resulted in the carrying value of the MRM reporting unit exceeding its fair value. As described in the preceding paragraphs, the second step was performed by allocating the reporting unit's fair value to all of its assets and liabilities, with any residual fair value being allocated to goodwill. There were no impairments recorded until 2017. As of December 31, 2018, the Company market capitalization was significantly lower than the net book value of the reporting unit. In establishing the appropriate market capitalization, the Company looked at the date that the annual impairment test is performed (December 31, 2018). In order to calculate its market capitalization, the Company used the price per share of NIS0.46. Following the results of the step one test, the Company continued to the second step, which was performed by allocating the reporting unit’s fair value to all of its assets and liabilities, with any residual fair value being allocated to goodwill. The Company determined that the carrying value of goodwill should be impaired and therefore an impairment of $1.466 million was recorded. |
Revenue recognition | Revenue recognition Sales of products consist of revenue from the sale of MRM products. The Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products are transferred to its customers. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the company no longer has physical possession, the company usually will have a present right to payment and retains none of the significant risks and rewards of the goods in question For most of the Company’s products sales, control transfers when products are shipped. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) FASB ASC Topic 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’s more likely than not that deferred tax assets will not be realized in the foreseeable future. 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 geographic 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 November 2016, the FASB issued Accounting Standards Update (ASU) 2016-18. This updates provides guidance on the classification and presentation of changes in restricted cash or restricted cash equivalents in the statement of cash flows under Topic 230, Statement of Cash Flows. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017, with early adoption permitted. The amendments will be applied retrospectively to each period presented. The Company implemented this standard on its consolidated financial statements. In August 2016, the FASB issued Accounting Standards Update (ASU) 2016-15. This update addresses whether to present certain specific cash flow items as operating, investing or financing activities. The amendments are effective for reporting periods (interim and annual) beginning after December 15, 2017. Early adoption is permitted. The amendments will be applied retrospectively to each period presented. The Company implemented this standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This guidance results in a more faithful representation of the rights and obligations arising from operating and capital leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2018. On initial adoption, the Company expects to recognize right-of-use assets of approximately $ 1,600 and lease liabilities of approximately $ 773 on our balance sheet. The Company will apply the standard retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment to equity. In January 2017, the FASB issued Accounting Standards Update (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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements | Fair value measurements using input type December 31, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 2,174 - - 2,174 Total $ 2,174 - 2,174 Fair value measurements using input type December 31, 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 2,114 - - 2,114 Restricted cash 284 - - 284 Derivative liability - 3 - 3 Derivative liability- phantom option - (11 ) - (11 ) Total 2,398 (8 ) - 2,390 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31, 2018 2017 Raw materials $ 3,800 $ 3,189 Work in process and finished product 545 1,790 $ 4,345 $ 4,979 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2018 2017 Building $ 1,851 $ 1,997 Computer equipment 790 920 Dies 553 566 Furniture and fixtures 313 322 Machinery and equipment 299 1,466 Transportation equipment 62 68 3,868 5,339 Less accumulated depreciation (3,207 ) (4,429 ) $ 661 $ 910 |
Intangible Assets and Others,_2
Intangible Assets and Others, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Useful life December 31, years 2018 2017 Original amount: Technology 5 $ 2,010 $ 2,010 Customer related intangible assets 3-5 3,470 3,470 $ 5,480 $ 5,480 Accumulated amortization: Technology 5 $ 2,010 $ 1,534 Customer related intangible assets 3-5 3,470 2,747 5 $ 5,480 $ 4,281 Net Amount: $ - $ 1,199 Prepaid lease expenses and capitalization of license 434 295 $ 434 $ 1,494 |
Short-Term Bank Loans (Tables)
Short-Term Bank Loans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of short-term bank loans | Interest rate Total short-term liabilities 2018 Linkage December 31, % basis 2018 2017 Due to banks Prime plus 2.45% Prime plus 2.5% NIS $ 2,330 $ 951 Current portion 476 631 $ 2,806 $ 1,582 |
Accrued Severance Pay, Net (Tab
Accrued Severance Pay, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of amounts funded with managers' insurance policies | December 31, 2018 2017 Accrued severance pay $ 208 $ 249 Less - amount funded (98 ) (116 ) $ 110 $ 133 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for taxes | Year ended 2018 2017 Current: Domestic $ (7 ) $ (1 ) Foreign (Israel) (62 ) 22 (69 ) 21 Taxes related to prior years (15 ) (31 ) Deferred: Deferred taxes, net (522 ) - Total provision for income taxes $ (606 ) $ (10 ) |
Schedule of reconciliation of income taxes | 2018 2017 U.S. federal statutory rate 21 % 35 % Tax rate difference between U.S. and Israel 2 % (11 )% Effect of Israeli tax rate benefit (7 )% (8 )% Effect of previous years - % - % Change in valuation allowance (9 )% (9 )% Others (7 )% (7 )% Effective tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets and liabilities | December 31, 2018 2017 Net operating loss carry forward $ 1,509 $ 1,814 Provisions for employee rights and other temporary differences 278 542 Deferred tax assets before valuation allowance 1,787 2,356 Valuation allowance (1,787 ) (1,814 ) Deferred tax assets - 542 Deferred tax liability - - Deferred tax assets, net $ - $ 542 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of transactions with related parties | Year ended December 31, 2018 2017 Consulting fee paid to controlling shareholder $ 400 $ 331 Bonus paid to controlling shareholder 300 - Stock based compensation granted to controlling shareholder 218 - Total 918 331 |
Shareholder's Equity (Tables)
Shareholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of options outstanding and exercisable | Options Outstanding Options Exercisable Number Weighted Average Number Exercise Price Years $ 15,000 4.5 15,000 4.30 421,000 6 421,000 4.30 736,000 9.5 536,000 1.32 125,000 9.75 125,000 1.4776 1,297,000 1,097,000 |
Schedule of company's stock option activity | 2018 2017 Number of Weighted Average Exercise Price Number of Weighted Average Exercise Price $ $ Options outstanding at the beginning of year: 536,000 4.30 746,000 4.30 Changes during the year: Granted 861,000 1.34 100,000 4.30 Exercised - - - - Forfeited (100,000 ) 4.30 (310,000 ) 4.30 Options outstanding at end of year 1,297,000 2.34 536,000 4.30 Options exercisable at year-end 1,097,000 1.35 461,000 4.30 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of total revenue by geographic area | Year ended 2018 2017 United States $ 10,834 $ 14,256 Israel 119 233 Other 3,209 3,877 Total $ 14,162 $ 18,366 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of total minimum cars and lease rentals under non-cancelable operating leases | Year Ending December 31, Amount 2019 $ 414 2020 315 2021 244 2022 $ 35 |
Supplementary Financial State_2
Supplementary Financial Statements Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplementary Financial Statements Information [Abstract] | |
Schedule of other accounts receivable | December 31, 2018 2017 Prepaid expenses $ 164 $ 751 Government departments and agencies 129 277 Others 46 64 $ 339 $ 1,092 |
Schedule of other accounts payable | December 31, 2018 2017 Employees and wage-related liabilities $ 442 $ 650 Deferred revenues and credit card 88 1,532 Accrued expenses 442 720 Other current liabilities 239 244 $ 1,211 $ 3,146 |
Schedule of basic and diluted net earnings (losses) per share | Year ended 2018 2017 Numerator: Amount for basic earnings per share $ (2,610 ) $ (8,157 ) Effect of dilutive instruments - - Amount for diluted earnings per share (2,610 ) (8,157 ) Denominator: Denominator for basic earnings per share - weighted average of shares 9,166,443 7,128,655 Loss per share attributable to MICT Inc.: Basic and diluted continued operation $ (0.81 ) $ (0.45 ) Basic and diluted discontinued operation $ 0.56 $ (0.69 ) |
Discontinued Operation (Tables)
Discontinued Operation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of composition from discontinued operation | December 31, 2018 December 31, ASSETS Current assets: Cash and cash equivalents $ - $ 279 Restricted cash - 4,224 Trade accounts receivable, net - 4,807 Inventories - 1,506 Other accounts receivable - 66 Total current assets - 10,882 Property and equipment, net - 676 Long-term Assets - 98 Total long-term assets - 774 Total assets $ - $ 11,656 December 31, December 31, LIABILITIES Short-term bank credit $ - $ 8,863 Trade accounts payable - 1,380 Other accounts payable - 957 Total current liabilities - 11,200 Accrued severance pay, net - 138 Total Liabilities $ - $ 11,338 For the Period between January 1, 2018 to January 1, 2017 to Revenues $ 1,512 $ 7,061 Cost of revenues 2,655 7,790 Gross profit (loss) (1,143 ) (729 ) Operating expenses: Research and development 120 672 Selling and marketing 204 546 General and administrative 376 2,199 Total operating expenses 700 3,417 Loss from operations (1,843 ) (4,146 ) Capital gain 6,844 - Finance expense, net (102 ) (632 ) Profit (loss) before provision for income taxes 4,899 (4,778 ) Taxes on income 5 124 Net profit (loss) $ 4,894 $ (4,902 ) For the Period between January 1, 2018 to January 1, 2017 to Net cash provided by (used in) operating activities $ 131 $ (1,367 ) Net cash used in investing activities (39 ) 43 Net cash provided by (used in) financing activities (63 ) 1,427 NET CASH INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 29 103 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD 4,503 128 TRANSLATION ADJUSTMENT OF CASH AND CASH EQUIVALENTS (147 ) 48 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD $ 4,385 $ 279 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Thousands | Jul. 03, 2018 | Feb. 28, 2019 | Feb. 24, 2019 | Dec. 18, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Description of Business (Textual) | |||||||
Issued and outstanding shares percenatge | 50.07% | ||||||
Ordinary shares for aggregate gross proceeds | $ 610 | $ 2,121 | |||||
Irrevocable proxy assigning his voting power | 1,980,000 | ||||||
Voting interest of Micronet increased | 39.53% | ||||||
Share purchase agreement, description | As consideration for the sale of Enertec's entire share capital, Coolisys agreed to pay, at the closing of the transaction, a purchase price of $5,250 as well as assume up to $4,000 of Enertec debt. | ||||||
Escrow deposit description | The Company received aggregate gross proceeds of approximately $4,700, of which 10% will be held in escrow for up to 14 months after the Closing to satisfy certain potential indemnification claims. Therefore, the Company has recorded such escrowed amount on its balance sheet as restricted cash and a liability. The final consideration amount was adjusted, pursuant to the terms of the Share Purchase Agreement, as a result of adjustments relating to certain Enertec debts at the Closing. In addition, Coolisys also assumed approximately $4,000 of Enertec’s debt. The Company’s capital gain from the sale of Enertec, based on the Company’s balance sheet at the closing date was $6,844. | ||||||
Acquisitions description | The other counterparties have insisted that the Company modify the terms of the 1,187,500 Warrants to eliminate or modify certain provisions such that all of the Warrants are exchanged for new warrants (the “New Warrants”) which New Warrants shall be exercisable at $2 per share of New Public Company common stock (subject to adjustment as provided herein and therein) and shall expire on June 30, 2022. Subject to, and upon closing of the Acquisition Agreement, securities issued in connection with the payment of the Indebtedness owing to Yorkville, including but not limited to the amortization of such Indebtedness and the conversion of such Indebtedness into up to 1,000,000 shares of MICT Common Stock at a price of not less than $1.10 per share and up to 250,000 shares of MICT Common Stock at a price of not less than $1.0 per share. | ||||||
Micronet Ltd [Member] | |||||||
Description of Business (Textual) | |||||||
Acquisitions description | (i) to each of MICT’s Board members, 300,000 options to purchase MICT common stock (1,200,000 options in the aggregate) with an exercise price equal to $1.65 which shall be granted as success bonuses under MICT’s existing Stock Incentive Plans or under the GFH Equity Plan (including the GFH Israeli Sub-Plan) and which shall be, converted into MICT Replacement Options (as described in Section 2.6(b) of the Acquisition Agreement) and which, for the, avoidance of doubt, and notwithstanding the termination of the employment or directorship of the, optionholder, shall expire on the 15 month anniversary of the closing date of the Acquisition Agreement); and (ii) up to an additional, 300,000 restricted shares of MICT ‘s common stock, to be issued to officers and service providers of MICT. | ||||||
Micronet Ltd [Member] | Subsequent Event [Member] | |||||||
Description of Business (Textual) | |||||||
Sale of an aggregate shares of gross proceeds | 1,400 | ||||||
Ordinary shares for aggregate gross proceeds | $ 11,500,000 | ||||||
Micronet Ltd [Member] | Subsequent Event [Member] | NIS [Member] | |||||||
Description of Business (Textual) | |||||||
Sale of an aggregate shares of gross proceeds | 5,003 | ||||||
BVI Pubco [Member] | |||||||
Description of Business (Textual) | |||||||
Acquisitions description | Merger Sub will merge with and into the Company, as a result of which each outstanding share of the Company’s common stock and warrant to purchase the same shall be cancelled in exchange for the right of the holders thereof to receive 0.93 substantially equivalent securities of BVI Pubco, after which BVI Pubco will acquire (i) all of the issued and outstanding securities of BI China in exchange for newly issued ordinary shares of BVI Pubco and (ii) all of the issued and outstanding ordinary shares of ParagonEx for a combination of cash in the amount equal to approximately $25 million (the majority of which was raised in a private placement by BVI Pubco), unsecured promissory notes and newly issued ordinary shares of BVI Pubco, or collectively, the Acquisitions. | ||||||
Maximum [Member] | |||||||
Description of Business (Textual) | |||||||
Ownership interest in Micronet, diluted | 49.89% | ||||||
Minimum [Member] | |||||||
Description of Business (Textual) | |||||||
Ownership interest in Micronet, diluted | 33.88% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computer equipment [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 3 years |
Transportation equipment [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 7 years |
Maximum [Member] | Machinery and equipment [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 14 years |
Maximum [Member] | Furniture and fixtures [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 14 years |
Minimum [Member] | Machinery and equipment [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 7 years |
Minimum [Member] | Furniture and fixtures [Member] | |
Schedule of annual rates of depreciation | |
Property and equipment, estimated useful lives | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies (Textual) | ||
Allowance for doubtful accounts | $ 1,330 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair value measurements using input type | ||
Cash and cash equivalents | $ 2,174 | $ 2,114 |
Restricted cash | 284 | |
Derivative liability | (3) | |
Derivative liabilities - phantom option | (11) | |
Total | 2,174 | 2,390 |
Level 1 [Member] | ||
Fair value measurements using input type | ||
Cash and cash equivalents | 2,174 | 2,114 |
Restricted cash | 284 | |
Derivative liability | ||
Derivative liabilities - phantom option | ||
Total | 2,174 | 2,398 |
Level 2 [Member] | ||
Fair value measurements using input type | ||
Cash and cash equivalents | ||
Restricted cash | ||
Derivative liability | 3 | |
Derivative liabilities - phantom option | (11) | |
Total | (8) | |
Level 3 [Member] | ||
Fair value measurements using input type | ||
Cash and cash equivalents | ||
Restricted cash | ||
Derivative liability | ||
Derivative liabilities - phantom option | ||
Total |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of inventories | ||
Raw materials | $ 3,800 | $ 3,189 |
Work in process and finished product | 545 | 1,790 |
Inventories | $ 4,345 | $ 4,979 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of property and equipment | ||
Property and equipment, Gross | $ 3,868 | $ 5,339 |
Less accumulated depreciation | (3,207) | (4,429) |
Property and equipment, Net | 661 | 910 |
Building [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | 1,851 | 1,997 |
Computer equipment [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | 790 | 920 |
Dies [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | 553 | 566 |
Furniture and fixtures [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | 313 | 322 |
Machinery and equipment [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | 299 | 1,466 |
Transportation equipment [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | $ 62 | $ 68 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment, Net (Textual) | ||
Depreciation expenses | $ 312 | $ 344 |
Intangible Assets and Others,_3
Intangible Assets and Others, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Original amount: | ||
Original amount | $ 5,480 | $ 5,480 |
Accumulated amortization: | ||
Accumulated amortization | $ 5,480 | 4,281 |
Accumulated amortization, Useful life years | 5 years | |
Net Amount: | 1,199 | |
Prepaid lease expenses and capitalization of license | 434 | 295 |
Intangible assets and others, net | 434 | 1,494 |
Technology [Member] | ||
Original amount: | ||
Original amount | $ 2,010 | 2,010 |
Useful life years | 5 years | |
Accumulated amortization: | ||
Accumulated amortization | $ 2,010 | 1,534 |
Accumulated amortization, Useful life years | 5 years | |
Customer related intangible assets [Member] | ||
Original amount: | ||
Original amount | $ 3,470 | 3,470 |
Accumulated amortization: | ||
Accumulated amortization | $ 3,470 | $ 2,747 |
Customer related intangible assets [Member] | Minimum [Member] | ||
Original amount: | ||
Useful life years | 3 years | |
Accumulated amortization: | ||
Accumulated amortization, Useful life years | 3 years | |
Customer related intangible assets [Member] | Maximum [Member] | ||
Original amount: | ||
Useful life years | 5 years | |
Accumulated amortization: | ||
Accumulated amortization, Useful life years | 5 years |
Short-Term Bank Loans (Details)
Short-Term Bank Loans (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Due to banks | $ 2,330 | $ 951 |
Current portion | 476 | 631 |
Total short-term liabilities | $ 2,806 | $ 1,582 |
Minimum [Member] | NIS [Member] | ||
Interest rate | 2.45% | |
Maximum [Member] | NIS [Member] | ||
Interest rate | 2.50% |
Short-Term Bank Loans (Details
Short-Term Bank Loans (Details Textual) - USD ($) $ in Thousands | Jul. 10, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Short-Term Bank Loans (Textual) | ||||
Due to banks | $ 2,330 | $ 951 | ||
Current portion | 476 | 631 | ||
Total short-term liabilities | $ 2,806 | $ 1,582 | ||
Received loan, description | Micronet received a loan from Mizrahi-Tefahot Bank in the amount of NIS 5 million, in accordance with a financing agreement dated March 25, 2018. The loan bears annual interest at a rate of Prime plus 2.5%. The loan has a term of 36 months and will be repaid in twelve quarterly installments payable from October 10, 2018 to July 11, 2021. | |||
Description of covenant | Micronet has covenanted that it will present separate financial statements reflecting; (A) annual EBITDA shall of not less then $750; (B) the ratio of customer debt to financial credit (credit utilized by Micronet under each agreement with Mizrahi-Tefahot Bank for the deduction of bank guarantees) shall not be less than 1:1 on the basis of a report (C) the ratio of inventory to financial credit shall not be less than 1:1 on the basis of semi-annual report; and (D) the tangible shareholder’s equity shall not be less than NIS 15,000 and not less 35% of the total balance sheet deducted on the basis of the Micronet semi-annual reports. As of December 31, 2018 Micronet has not met these covenants. | |||
Mizrahi-Tefahot [Member] | ||||
Short-Term Bank Loans (Textual) | ||||
Interest rate | 1.90% | 1.90% | ||
Bank for borrowing,amount | $ 1,335 | $ 1,335 | ||
Micronet [Member] | Minimum [Member] | ||||
Short-Term Bank Loans (Textual) | ||||
Interest rate | 2.45% | 1.70% | ||
Micronet [Member] | Maximum [Member] | ||||
Short-Term Bank Loans (Textual) | ||||
Interest rate | 2.50% | 2.45% |
Loan from Others (Details Textu
Loan from Others (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jun. 08, 2017 | Nov. 19, 2017 | Aug. 22, 2017 | Dec. 22, 2016 | Oct. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2017 | Oct. 28, 2016 | Apr. 30, 2013 |
Loan from Others (Textual) | |||||||||||
Warrants exercise price | $ 6.25 | ||||||||||
Additional of secured promissory note | $ 2,806 | $ 1,582 | |||||||||
Share price per share | $ 2 | $ 2 | $ 2 | ||||||||
Note Purchase Agreement Four [Member] | |||||||||||
Loan from Others (Textual) | |||||||||||
Note purchase agreements, description | (i) extend the maturity date to September 30, 2018 and (ii) amend the repayment schedule such that on March 31, 2018, June 30, 2018 and September 30, 2018 the Company shall make payments of $300, $400 and $300, respectively. | ||||||||||
Purchase warrants of common stock | 252,000 | ||||||||||
Note Purchase Agreements Two [Member] | |||||||||||
Loan from Others (Textual) | |||||||||||
Note purchase agreements, description | (i) extend the maturity date to December 31, 2017 and (ii) amend the repayment schedule owed under such note such that $150 shall be payable by the Company on each of October 10, 2016, May 1, 2017, September 30, 2017 and December 31, 2017. The Company made the required payment by December 31, 2017. | ||||||||||
Purchase warrants of common stock | 252,000 | ||||||||||
Note Purchase Agreements Three [Member] | |||||||||||
Loan from Others (Textual) | |||||||||||
Note purchase agreements, description | (i) extend the maturity date to March 31, 2018 and (ii) amend the repayment schedule such that on May 1, 2017, September 30, 2017, December 31,2017 and March 31, 2018 the Company shall make payments of $150, $100, $150 and $100, respectively. The payment of December, 31, 2017 was paid on January, 18, 2018. | ||||||||||
Purchase warrants of common stock | 252,000 | ||||||||||
Ya Ii Pv Ltd [Member] | |||||||||||
Loan from Others (Textual) | |||||||||||
Note purchase agreements, description | (i) pay an aggregate of $200 of principal plus all accrued and unpaid interest under the note on March 31, 2018, (ii) pay an aggregate of $200 of principal plus all accrued and unpaid interest under the note on June 30, 2018, (iii) pay an extension fee of $50 and (iv) issue YA II a five-year warrant to purchase 158,000 shares of our common stock at an exercise price of $1.50 per share. The warrant also provides for demand and piggyback registration rights (see Note 18). | ||||||||||
Maturity date | Dec. 31, 2018 | Feb. 15, 2018 | |||||||||
Additional of secured promissory note | $ 1,500 | ||||||||||
Note Purchase Agreements [Member] | |||||||||||
Loan from Others (Textual) | |||||||||||
Note purchase agreements, description | The Company shall make payments of $100 on September 30, 2018 and $500 on December 31, 2018. | ||||||||||
Maturity date | Nov. 22, 2017 | ||||||||||
Term of warrants | 5 years | 5 years | 5 years | ||||||||
Purchase warrants of common stock | 252,000 | ||||||||||
Warrants exercise price | $ 3 | ||||||||||
Outstanding principal balance | $ 1,000 | $ 600 | $ 500 | ||||||||
Interest rate | 7.00% | 7.00% | 7.00% | 7.00% | |||||||
Additional of secured promissory note | $ 600 |
Loans from Others (Details Text
Loans from Others (Details Textual 1) - USD ($) $ / shares in Units, $ in Thousands | Jul. 05, 2018 | Jul. 03, 2018 | Jul. 03, 2018 | Mar. 29, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Loans from Others (Textual) | ||||||
Fees and expenses | $ 273 | |||||
Extinguishment of the existing debt expenses | $ 334 | |||||
Repayment of debentures | $ 1,000 | $ 875 | ||||
Conversion price | $ 1.1158 | |||||
Payment of debt | $ 125 | |||||
Acquisitions description | The other counterparties have insisted that the Company modify the terms of the 1,187,500 Warrants to eliminate or modify certain provisions such that all of the Warrants are exchanged for new warrants (the “New Warrants”) which New Warrants shall be exercisable at $2 per share of New Public Company common stock (subject to adjustment as provided herein and therein) and shall expire on June 30, 2022. Subject to, and upon closing of the Acquisition Agreement, securities issued in connection with the payment of the Indebtedness owing to Yorkville, including but not limited to the amortization of such Indebtedness and the conversion of such Indebtedness into up to 1,000,000 shares of MICT Common Stock at a price of not less than $1.10 per share and up to 250,000 shares of MICT Common Stock at a price of not less than $1.0 per share. | |||||
Securities Purchase Agreement [Member] | ||||||
Loans from Others (Textual) | ||||||
Securities purchase agreement , description | The Company and MICT Telematics executed and closed on a securities purchase agreement with YA II whereby the Company issued and sold to YA II (1) certain Series A Convertible Debentures in the aggregate principal aggregate amount of $3,200, or the Series A Debentures, and (2) a Series B Convertible Debenture in the principal aggregate amount of $1,800, or the Series B Debenture. The Series A Debentures were issued in exchange for the cancellation and retirement of certain promissory notes issued by the Company to YA II on October 28, 2016, December 22, 2016, June 8, 2017 and August 22, 2017, or collectively, the Prior Notes, with a total outstanding aggregate principal amount of $3,200. The Series B Debenture was issued and sold for aggregate gross cash proceeds of $1,800. | |||||
Securities Purchase Agreement [Member] | YA II [Member] | ||||||
Loans from Others (Textual) | ||||||
Securities purchase agreement , description | Pursuant to the terms of the securities purchase agreement, the Company agreed to issue to YA II a warrant to purchase 375,000 shares of the Company's common stock at a purchase price of $2.00 per share, a warrant to purchase 200,000 shares of the Company's common stock at a purchase price of $3.00 per share and a warrant to purchase 112,500 shares of the Company's common stock at a purchase price of $4.00 per share. |
Accrued Severance Pay, Net (Det
Accrued Severance Pay, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued severance pay | $ 208 | $ 249 |
Less - amount funded | (98) | (116) |
Accrued severance pay, net | $ 110 | $ 133 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||
Domestic | $ (7) | $ (1) |
Foreign (Israel) | (62) | 22 |
Current income tax expense benefit | (69) | 21 |
Taxes related to prior years | (15) | (31) |
Deferred: | ||
Deferred taxes, net | (522) | |
Total provision for income taxes | $ 606 | $ (10) |
Provision for Income Taxes (D_2
Provision for Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21.00% | 35.00% |
Tax rate difference between U.S. and Israel | 2.00% | (11.00%) |
Effect of Israeli tax rate benefit | (7.00%) | (8.00%) |
Effect of previous years | ||
Change in valuation allowance | (9.00%) | (9.00%) |
Others | (7.00%) | (7.00%) |
Effective tax rate | 0.00% | 0.00% |
Provision for Income Taxes (D_3
Provision for Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 1,509 | $ 1,814 |
Provisions for employee rights and other temporary differences | 278 | 542 |
Deferred tax assets before valuation allowance | 1,787 | 2,356 |
Valuation allowance | (1,787) | (1,814) |
Deferred tax assets | 542 | |
Deferred tax liability | ||
Deferred tax assets, net | $ 542 |
Provision for Income Taxes (D_4
Provision for Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | |
Provision for Income Taxes (Textual) | |||||
Income tax rate foreign subsidiary percentage | 23.00% | 24.00% | |||
Uniform tax rates, description | Under the legislation, the uniform tax rates are as follows: 2011 and 2012 - 15% (10% in preferred area), 2013 and 2014 - 12.5% (7% in preferred area) and in 2015 - 12% (6% in preferred area). | ||||
General tax rate, description | The regular Israeli tax rate was 26.5% for Regular Entities and 16% or 9% for Preferred Enterprises (depending on the location of industry). | ||||
Operating loss carry forward | $ 5,123 | ||||
Operating loss carry forward, expiration date | Dec. 31, 2022 | ||||
Valuation allowance net operating loss carry forward percentage | 100.00% | ||||
U.S. corporate tax rate | 21.00% | 35.00% | |||
Israel [Member] | |||||
Provision for Income Taxes (Textual) | |||||
General tax rate, description | According to such law, in 2017 the general tax rate was decreased by 1% and starting in 2018 was decreased by 2%; so that the tax rate was 24% in 2017 and was 23% in 2018 and onwards. In addition, the tax rate that applies to Preferred Enterprises in preferred areas was be decreased by 1.5% to 7.5% starting January 1, 2017. | ||||
Micronet Ltd [Member] | |||||
Provision for Income Taxes (Textual) | |||||
Tax rate for preferred enterprises percentage | 16.00% | 16.00% | |||
Maximum [Member] | |||||
Provision for Income Taxes (Textual) | |||||
U.S. corporate tax rate | 35.00% | ||||
Minimum [Member] | |||||
Provision for Income Taxes (Textual) | |||||
U.S. corporate tax rate | 21.00% |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Total | $ 918 | $ 331 |
Consulting fee paid to controlling shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 400 | 331 |
Bonus paid to controlling shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 300 | |
Stock based compensation granted to controlling shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 218 |
Related Parties (Details Textua
Related Parties (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 03, 2018 | Jun. 06, 2018 | Nov. 07, 2012 | Dec. 18, 2018 | Dec. 31, 2017 | Dec. 22, 2016 | Oct. 28, 2016 | Jun. 30, 2016 | Dec. 30, 2015 |
Related Parties (Textual) | |||||||||
Description of agreement | Mr. Lucatz agreed to devote 60% of his time to Micronet matters for the three year term of the agreement and Micronet agreed to pay the entities controlled by Mr. Lucatz management fees consisting of: (i) management fees of $13 on a monthly basis, and cover other monthly expenses, (ii) an annual bonus of 3% of the amount by which the annual EBITDA for such year exceeds the average annual EBITDA for 2011 and 2010, and (iii) a bonus of 0.5% of the purchase price of any acquisition or capital raising transaction, excluding the public offering contemplated at such time, completed by us during the term of the agreement. Such agreement was further subject to the approval of Micronet’s stockholders, which was obtained at a special meeting held on January 30, 2013 for that purpose and went into effect following its execution on February 8, 2013. The Micronet Agreement was extended on November 1, 2015 for three years on the same terms and conditions and was approved by Micronet’s Board of Directors on October 11, 2015 and Micronet’s shareholders on November 16, 2015. Effective July 6, 2017, D.L. Capital Ltd. consented to reduce the requirement of the time Mr. Lucatz is to devote to Micronet matters to 22%, as well as a reduction in .the fees to be paid to D.L. Capital Ltd.to NIS 23,000. | ||||||||
Exercise price of per share | $ 2 | $ 2 | $ 2 | ||||||
Acquisitions description | The other counterparties have insisted that the Company modify the terms of the 1,187,500 Warrants to eliminate or modify certain provisions such that all of the Warrants are exchanged for new warrants (the “New Warrants”) which New Warrants shall be exercisable at $2 per share of New Public Company common stock (subject to adjustment as provided herein and therein) and shall expire on June 30, 2022. Subject to, and upon closing of the Acquisition Agreement, securities issued in connection with the payment of the Indebtedness owing to Yorkville, including but not limited to the amortization of such Indebtedness and the conversion of such Indebtedness into up to 1,000,000 shares of MICT Common Stock at a price of not less than $1.10 per share and up to 250,000 shares of MICT Common Stock at a price of not less than $1.0 per share. | ||||||||
Mr Lucatz [Member] | |||||||||
Related Parties (Textual) | |||||||||
Annual base salary | $ 400 | ||||||||
Cash bonus | $ 300 | ||||||||
Stock option to purchase shares | 300,000 | ||||||||
Exercise price of per share | $ 1.32 | ||||||||
Shares of common stock vest | 100,000 | ||||||||
Acquisitions description | (i) to each of MICT’s Board members, 300,000 options to purchase MICT common stock (1,200,000 options in the aggregate) with an exercise price equal to $1.65 which shall be granted as success bonuses under MICT’s existing Stock Incentive Plans or under the GFH Equity Plan (including the GFH Israeli Sub-Plan) and which shall be, converted into MICT Replacement Options (as described in Section 2.6(b) of the Acquisition Agreement) and which, for the, avoidance of doubt, and notwithstanding the termination of the employment or directorship of the, optionholder, shall expire on the 15 month anniversary of the closing date of the Acquisition Agreement); and (ii) up to an additional, 300,000 restricted shares of MICT ‘s common stock, to be issued to officers and service providers of MICT. | ||||||||
BVI Pubco [Member] | |||||||||
Related Parties (Textual) | |||||||||
Acquisitions description | Merger Sub will merge with and into the Company, as a result of which each outstanding share of the Company’s common stock and warrant to purchase the same shall be cancelled in exchange for the right of the holders thereof to receive 0.93 substantially equivalent securities of BVI Pubco, after which BVI Pubco will acquire (i) all of the issued and outstanding securities of BI China in exchange for newly issued ordinary shares of BVI Pubco and (ii) all of the issued and outstanding ordinary shares of ParagonEx for a combination of cash in the amount equal to approximately $25 million (the majority of which was raised in a private placement by BVI Pubco), unsecured promissory notes and newly issued ordinary shares of BVI Pubco, or collectively, the Acquisitions. | ||||||||
Meydan [Member] | |||||||||
Related Parties (Textual) | |||||||||
Loan amount | $ 326 | $ 750 |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 1,297,000 |
Options Exercisable, Number Exercisable | 1,097,000 |
Exercise Price One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 15,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 6 months |
Options Exercisable, Number Exercisable | 15,000 |
Options Exercisable, Exercise Price | $ / shares | $ 4.30 |
Exercise Price Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 421,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years |
Options Exercisable, Number Exercisable | 421,000 |
Options Exercisable, Exercise Price | $ / shares | $ 4.30 |
Exercise Price Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 736,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 3 months 26 days |
Options Exercisable, Number Exercisable | 536,000 |
Options Exercisable, Exercise Price | $ / shares | $ 4.30 |
Exercise Price Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 125,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 573 months 3 days |
Options Exercisable, Number Exercisable | 125,000 |
Shareholder's Equity (Details 1
Shareholder's Equity (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Changes during the year: | ||
Number of Options, Granted | 100,000 | |
Employee Stock Option [Member] | ||
Changes during the year: | ||
Number of Options, outstanding at the beginning of year | 536,000 | 746,000 |
Number of Options, Granted | 861,000 | |
Number of Options, Exercised | ||
Number of Options, Forfeited | (100,000) | (310,000) |
Number of Options, outstanding at end of year | 1,297,000 | 536,000 |
Number of Options, exercisable at year-end | 1,097,000 | 461,000 |
Weighted Average Exercise Price, Options outstanding at the beginning of year | $ 4.30 | $ 4.30 |
Weighted Average Exercise Price, Granted | 1.34 | 4.30 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | 4.30 | 4.30 |
Weighted Average Exercise Price, Options outstanding at end of year | 2.34 | 4.30 |
Weighted Average Exercise Price, Options exercisable at year-end | $ 1.35 | $ 4.30 |
Shareholder's Equity (Details T
Shareholder's Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 22, 2017 | Apr. 30, 2013 | Nov. 19, 2017 | Aug. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Jul. 17, 2014 |
Shareholder's Equity (Textual) | ||||||||
Expected dividend yield | 0.00% | |||||||
Expected volatility rate | 37.30% | |||||||
Risk-free interest rate | 2.80% | |||||||
Expected term | 6 years | |||||||
Underwritten public offering, shares | 1,863,000 | |||||||
Stock and warrants underwritten to purchase common stock | 931,500 | |||||||
Offering price per share | $ 5 | |||||||
Offering price per warrant | 0.01 | |||||||
Warrants exercise price | $ 6.25 | |||||||
Warrants expiration date | Apr. 29, 2018 | |||||||
Gross proceeds of over-allotment option | $ 9,324 | |||||||
Issuance costs | $ 1,921 | |||||||
Options grant | 100,000 | |||||||
Total expenses of options | $ 205 | |||||||
2012 Stock Incentive Plan [Member] | ||||||||
Shareholder's Equity (Textual) | ||||||||
Number of shares authorized | 5,000,000 | |||||||
Expiration term | 10 years | |||||||
Number of shares available for grant | 3,703,000 | |||||||
Stock based compensation | $ 377 | $ 25 | ||||||
Stock Option Plan Of Subsidiary [Member] | ||||||||
Shareholder's Equity (Textual) | ||||||||
Options grant | 70,000 | |||||||
Fair value of grants | $ 30,000 | |||||||
Stock Option Plan Of Subsidiary [Member] | NIS [Member] | ||||||||
Shareholder's Equity (Textual) | ||||||||
Options, exercise price | $ 2.308 | |||||||
2014 Stock Incentive Plan [Member] | ||||||||
Shareholder's Equity (Textual) | ||||||||
Number of shares authorized | 600,000 | 100,000 | ||||||
Number of shares available for grant | 396,775 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Shareholder's Equity (Textual) | ||||||||
Sale of stock, description | Company entered into a Securities Purchase Agreement, or the Purchase Agreement, with one investor, an affiliate of YA II, for the sale of 555,556 shares of the Company’s common stock at a purchase price per share of $0.90 per share in a registered direct offering for total gross proceeds of $500. The Shares were offered and sold by the Company pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-219596). The net proceeds to the Company from the offering, after deducting fees and expenses, were $495. The Company used the net proceeds of the offering to pay $25 towards the remaining balance of a commitment fee pursuant to the Third Supplemental Agreement between the Company and YA II, $150 towards the repayment of principal and interest to the June 2016 Note issued to YA II and the remaining balance for working capital and general corporate purposes. | |||||||
2017 SEDA [Member] | ||||||||
Shareholder's Equity (Textual) | ||||||||
Aggregate sale amount | $ 10,000 | |||||||
Commitment fee, description | The Company entered into an agreement with YA II whereby the commitment fee repayment terms were amended such that (i) $200 of the commitment fee shall be payable as follows: $50 shall be due and payable on March 31, 2018, $50 shall be due and payable on September 30, 2018, $50 shall be due and payable on March 31, 2019, and $50 shall be due and payable on September 30, 2019, and (ii) the Company shall pay the remaining $600 as follows: $90 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $3,000, $30 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $4,000, $30 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $5,000, $150 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $6,000, $50 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $7,000, $130 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $8,000, $60 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $9,000 and $60 shall be paid when the aggregate advance amounts under the 2017 SEDA shall total $10,000. | The Company agreed to pay YA Global II SPV, LLC, a wholly owned subsidiary of YA II, a commitment fee in the amount of $800, or the Commitment Fee, in the aggregate, which was to be paid in eight quarterly installments of $100, with the first installment due and payable on the fifth trading day following the execution of the SEDA. The Commitment Fee may be paid in cash or shares of the Company’s common stock. The company paid YA II $50 out of the first installment of the Commitment Fee. | ||||||
Standby Equity Distribution Agreement [Member] | ||||||||
Shareholder's Equity (Textual) | ||||||||
Sale of stock, description | The Company entered into a Standby Equity Distribution Agreement, or the 2017 SEDA with YA II for the sale of up to $10 of shares of the Company’s common stock over a three-year commitment period. Under the terms of the 2017 SEDA, the Company may from time to time, in its discretion, sell newly-issued shares of its common stock to YA II at a discount to market of 1.5%. The Company and YA II previously entered into a prior Standby Equity Distribution Agreement on June 30, 2016, or the 2016 SEDA, for the sale of up to $2,390 of shares of the Company’s common stock over a three year period. |
Segments Reporting (Details)
Segments Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from customers in geographic regions | ||
Total | $ 14,162 | $ 18,366 |
United States [Member] | ||
Revenue from customers in geographic regions | ||
Total | 10,834 | 14,256 |
Israel [Member] | ||
Revenue from customers in geographic regions | ||
Total | 119 | 233 |
Other [Member] | ||
Revenue from customers in geographic regions | ||
Total | $ 3,209 | $ 3,877 |
Segments Reporting (Details Tex
Segments Reporting (Details Textual) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Customer one [Member] | ||
Segments Reporting (Textual) | ||
Concentration risk, percentage | 38.00% | 30.00% |
Customer two [Member] | ||
Segments Reporting (Textual) | ||
Concentration risk, percentage | 17.00% | 20.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Year Ending December 31, | |
2019 | $ 414 |
2020 | 315 |
2021 | 244 |
2022 | $ 35 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2013 | |
Commitments and Contingencies (Textual) | ||||
Covenants under its bank loan, description | Micronet has covenanted that it will present separate financial statements reflecting; (A) annual EBITDA shall of not less then $750; (B) the ratio of customer debt to financial credit (credit utilized by Micronet under each agreement with Mizrahi-Tefahot Bank for the deduction of bank guarantees) shall not be less than 1:1 on the basis of a report (C) the ratio of inventory to financial credit shall not be less than 1:1 on the basis of semi-annual report; and (D) the tangible shareholder’s equity shall not be less than NIS 15,000 and not less 35% of the total balance sheet deducted on the basis of the Micronet semi-annual reports. As of December 31, 2018 Micronet has not met these covenants. | |||
Percentage of grant | 40.00% | 40.00% | 30.00% | |
Enertec Electronics Ltd [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Covenants under its bank loan, description | Not less than 32.5% of total assets. | |||
Chief Scientist [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Grants amount | $ 1,300 | $ 1,500 | $ 1,500 | |
Grant revenue | $ 1,400 | |||
Chief Scientist [Member] | NIS [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Grants amount | $ 5,100 | $ 5,500 | $ 5,500 | |
Grant revenue | $ 5,600 | |||
Chief Scientist [Member] | Minimum [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Royalty percentage | 3.00% | |||
Chief Scientist [Member] | Maximum [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Royalty percentage | 3.50% | |||
Micronets Short Term Lease [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Lease term expires | Jun. 30, 2019 | |||
Annual rent expense | $ 140 | |||
Micronet Inc [Member] | ||||
Commitments and Contingencies (Textual) | ||||
Lease term expires | Nov. 30, 2021 | |||
Annual rent expense | $ 236 |
Supplementary Financial State_3
Supplementary Financial Statements Information (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other accounts receivable: | ||
Prepaid expenses | $ 164 | $ 751 |
Government departments and agencies | 129 | 277 |
Others | 46 | 64 |
Other accounts receivable | $ 339 | $ 1,092 |
Supplementary Financial State_4
Supplementary Financial Statements Information (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Accounts Payable: | ||
Employees and wage-related liabilities | $ 442 | $ 650 |
Deferred revenues and credit card | 88 | 1,532 |
Accrued expenses | 442 | 720 |
Other current liabilities | 239 | 244 |
Other accounts payable | $ 1,211 | $ 3,146 |
Supplementary Financial State_5
Supplementary Financial Statements Information (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||
Amount for basic earnings per share | $ (2,610) | $ (8,157) |
Effect of dilutive instruments | ||
Amount for diluted earnings per share | $ (2,610) | $ (8,157) |
Denominator: | ||
Denominator for basic earnings per share - weighted average of shares | 9,166,443 | 7,128,655 |
Loss per share attributable to Micronet Enertec: | ||
Basic and diluted continued operation | $ (0.81) | $ (0.45) |
Basic and diluted discontinued operation | $ 0.56 | $ (0.69) |
Discontinued Operation (Details
Discontinued Operation (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 279 | |
Restricted cash | 4,224 | |
Trade accounts receivable, net | 4,807 | |
Inventories | 1,506 | |
Other accounts receivable | 66 | |
Total current assets | 10,882 | |
Property and equipment, net | 676 | |
Long-term Assets | 98 | |
Total long-term assets | 774 | |
Total assets | 11,656 | |
LIABILITIES | ||
Short-term bank credit | 8,863 | |
Trade accounts payable | 1,380 | |
Other accounts payable | 957 | |
Total current liabilities | 11,200 | |
Accrued severance pay, net | 138 | |
Total Liabilities | $ 11,338 |
Discontinued Operation (Detai_2
Discontinued Operation (Details 1) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended |
May 22, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenues | $ 1,512 | $ 7,061 |
Cost of revenues | 2,655 | 7,790 |
Gross profit (loss) | (1,143) | (729) |
Operating expenses: | ||
Research and development | 120 | 672 |
Selling and marketing | 204 | 546 |
General and administrative | 376 | 2,199 |
Total operating expenses | 700 | 3,417 |
Loss from operations | (1,843) | (4,146) |
Capital gain | 6,844 | |
Finance expense, net | (102) | (632) |
Profit (loss) before provision for income taxes | 4,899 | (4,778) |
Taxes on income | 5 | 124 |
Net profit (loss) | $ 4,894 | $ (4,902) |
Discontinued Operation (Detai_3
Discontinued Operation (Details 2) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended |
May 22, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net cash provided by (used in) operating activities | $ 131 | $ (1,367) |
Net cash used in investing activities | (39) | 43 |
Net cash provided by (used in) financing activities | (63) | 1,427 |
NET CASH INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 29 | 103 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD | 279 | 128 |
TRANSLATION ADJUSTMENT OF CASH AND CASH EQUIVALENTS | (147) | 48 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD | $ 4,385 | $ 279 |
Discontinued Operation (Detai_4
Discontinued Operation (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Discontinued Operation (Textual) | |
Purchase price | $ 5,250 |
Enertec debt | 4,000 |
Aggregate gross proceeds | $ 4,700 |
Percentage of held in escrow | 10.00% |
Capital gain from sale of enertec | $ 6,844 |
Coolisys [Member] | |
Discontinued Operation (Textual) | |
Enertec debt | $ 4,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 13, 2019 | Feb. 24, 2019 | Feb. 21, 2019 | Dec. 22, 2016 | Oct. 28, 2016 | Jun. 30, 2016 |
Subsequent Event [Line Items] | ||||||
Purchase price per share | $ 2 | $ 2 | $ 2 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share of common stock at purchase price | 996,817 | 250,000 | ||||
Purchase price per share | $ 1.10 | $ 1 | ||||
Aggregate amount | $ 1,750 | |||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Micronet public equity offering, description | Micronet sold 11,500 units, with each unit consisting of 1,000 ordinary shares and 400 options (with each option exercisable based on a 1:1 ratio and exercisable until August 2020), at a price of 435 NIS per unit. In addition, on February 24, 2019, Mr. Lucatz, our President and Chief Executive Officer, executed an irrevocable proxy assigning his voting power over 1,980,000 shares of Micronet for our benefit. As a result, the Company’s voting interest in Micronet was decreased to 39.53% of the issued and outstanding shares of Micronet. |