Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 16, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | MICT, INC. | ||
Trading Symbol | MICT | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 129,566,207 | ||
Entity Public Float | $ 169,140,130 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000854800 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-35850 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-0016420 | ||
Entity Address, Address Line One | 28 West Grand Avenue | ||
Entity Address, Address Line Two | Suite 3 | ||
Entity Address, City or Town | Montvale | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07645 | ||
City Area Code | (201) | ||
Local Phone Number | 225-0190 | ||
Title of 12(b) Security | Common Stock, par value $0.001 | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 711 | ||
Auditor Name | Friedman LLP | ||
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash | $ 94,930 | $ 29,049 | |
Trade accounts receivable, net | 17,879 | 523 | |
Related party | 5,134 | ||
Inventories | 2,002 | ||
Other current assets | 9,554 | 1,756 | |
Held for sales assets | 350 | [1] | |
Total current assets | 127,497 | 33,680 | |
Property and equipment, net | 677 | 417 | [1] |
Intangible assets, net | 21,442 | 17,159 | [1] |
Goodwill | 19,788 | 22,405 | |
Investment and loan to Magpie | 3,038 | ||
Right of use assets | 1,921 | 291 | |
Long-term deposit and prepaid expenses | 824 | 266 | |
Deferred tax assets | 1,764 | ||
Restricted cash escrow | 2,417 | 477 | |
Micronet Ltd. Equity method investment | 1,481 | ||
Total long-term assets | 50,314 | 44,053 | |
Total assets | 177,811 | 77,733 | |
Short-term loan | 1,657 | 884 | |
Trade accounts payable | 14,416 | 838 | |
Deposit held on behalf of clients | 3,101 | ||
Related party | 4 | 163 | |
Lease liability | 1,298 | 107 | [1] |
Other current liabilities | 4,914 | 4,995 | [1] |
Total current liabilities | 25,390 | 6,987 | |
Long term escrow | 477 | ||
Lease liability | 691 | 164 | |
Deferred tax liabilities | 3,952 | 4,256 | |
Accrued severance pay | 56 | 153 | |
Total long-term liabilities | 4,699 | 5,050 | |
Common stock; $0.001 par value, 250,000,000 shares authorized, 122,435,576 and 68,757,450 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 122 | 68 | |
Additional paid in capital | 220,786 | 102,195 | |
Additional paid in capital - preferred stock | 138 | ||
Capital reserve related to transaction with the minority shareholder | (174) | ||
Accumulated other comprehensive loss | (414) | (196) | |
Accumulated deficit | (76,394) | (39,966) | |
MICT, Inc. stockholders’ equity | 144,100 | 62,065 | |
Non-controlling interests | 3,622 | 3,631 | |
Total equity | 147,722 | 65,696 | |
Total liabilities and equity | $ 177,811 | $ 77,733 | |
[1] | Reclassified – see note 2. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 122,435,576 | 68,757,450 |
Common stock, shares outstanding | 122,435,576 | 68,757,450 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 55,676 | $ 1,173 |
Cost of revenues | 46,456 | 1,231 |
Gross profit (loss) | 9,220 | (58) |
Operating expenses: | ||
Research and development | 889 | 484 |
Selling and marketing | 6,814 | (38) |
General and administrative | 36,488 | 14,228 |
Amortization of intangible assets | 2,925 | 1,847 |
Total operating expenses | 47,116 | 16,521 |
Loss from operations | (37,896) | (16,579) |
Gain (loss) from equity investment | 353 | (786) |
(Loss) gain of controlling equity investment held in Micronet | (1,934) | 665 |
Loss from decrease in holding percentage in former VIE | (1,128) | |
Other income, net | 1,261 | 200 |
Finance income (expense), net | 395 | (7,462) |
Loss before provision for income taxes | (38,949) | (23,962) |
Income tax benefit | (1,791) | (326) |
Net loss | (37,158) | (23,636) |
Net loss attributable to non-controlling stockholders | (730) | (644) |
Net loss attributable to MICT | $ (36,428) | $ (22,992) |
Basic and diluted loss per share (in Dollars per share) | $ (0.32) | $ (0.83) |
Basic and diluted (in Shares) | 112,562,199 | 27,623,175 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (37,158) | $ (23,636) |
Currency translation adjustment | (218) | (196) |
Total comprehensive loss | (37,376) | (23,832) |
Comprehensive loss attributable to the non-controlling stockholders | (926) | (328) |
Comprehensive loss attributable to MICT | $ (36,450) | $ (23,504) |
Statements of changes in Equity
Statements of changes in Equity - USD ($) $ in Thousands | Series B Convertible Preferred Stock | Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital Series B Convertible Preferred Stock | Additional Paid-in Capital-Series A Convertible Preferred Stock | Additional Paid-in Capital Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (loss) | Capital reserve related to transaction with the minority | Non- controlling Interest | Additional Paid-in capital | [1] | Accumulated Other Comprehensive Loss | Capital reserve related to transaction with the Minority stockholders | Total |
Balance at Dec. 31, 2019 | $ 2 | $ 11 | $ 6,028 | $ 14,107 | $ (16,974) | $ 70 | $ 0 | $ 0 | $ 3,244 | ||||||
Balance (in Shares) at Dec. 31, 2019 | 2,386,363 | 11,089,532 | |||||||||||||
Shares issued to service providers and employees | $ 2 | 3,386 | 3,388 | ||||||||||||
Shares issued to service providers and employees (in Shares) | 2,143,181 | ||||||||||||||
Exercising options for employees and consultants | $ 1 | 2,365 | 2,366 | ||||||||||||
Exercising options for employees and consultants (in Shares) | 1,198,000 | ||||||||||||||
Stock based compensation | 186 | 186 | |||||||||||||
Comprehensive loss | (22,992) | (644) | (23,636) | ||||||||||||
Entering the control of a subsidiary | (70) | 2,172 | 2,102 | ||||||||||||
Issuance of shares in Micronet subsidiary | (174) | 1,787 | 1,613 | ||||||||||||
Convertible note | $ 14 | 22,400 | 22,414 | ||||||||||||
Convertible note (in Shares) | 13,636,364 | ||||||||||||||
Capital reserve from currency translation | (196) | 316 | 120 | ||||||||||||
GFH transaction | $ 23 | 32,026 | 32,049 | ||||||||||||
GFH transaction (in Shares) | 22,727,273 | ||||||||||||||
YA Exercising warrants | $ 1 | 0 | 1 | ||||||||||||
YA Exercising warrants (in Shares) | 584,920 | ||||||||||||||
Hardon Exercising warrants | $ 1 | 1,611 | 1,612 | ||||||||||||
Hardon Exercising warrants (in Shares) | 1,596,362 | ||||||||||||||
Issuance of shares, net- Series A Convertible Preferred Stock | $ 1 | 409 | 410 | ||||||||||||
Issuance of shares, net- Series A Convertible Preferred Stock (in Shares) | 795,455 | ||||||||||||||
Issuance of shares, net- Series B+A Convertible Preferred Stock | $ (2) | $ (3) | $ 8 | (1,914) | (6,299) | 8,209 | (1) | ||||||||
Issuance of shares, net- Series B+A Convertible Preferred Stock (in Shares) | (1,818,182) | (3,181,818) | 8,181,818 | ||||||||||||
Issuance 25M,net | $ 7 | 17,905 | 17,912 | ||||||||||||
Issuance 25M,net (in Shares) | 7,600,000 | ||||||||||||||
Issuance of shares, net- Series B Convertible Preferred Stock | $ 2 | 1,914 | 1,916 | ||||||||||||
Issuance of shares, net- Series B Convertible Preferred Stock (in Shares) | 1,818,182 | ||||||||||||||
Balance at Dec. 31, 2020 | $ 68 | $ 138 | $ 102,195 | (39,966) | $ (196) | $ (174) | 3,631 | $ 102,333 | $ (196) | $ (174) | 65,696 | ||||
Balance (in Shares) at Dec. 31, 2020 | 68,757,450 | ||||||||||||||
Shares issued to service providers and employees | $ 7 | 9,869 | 9,876 | ||||||||||||
Shares issued to service providers and employees (in Shares) | 7,010,020 | ||||||||||||||
Exercising options for employees and consultants | 80 | 80 | |||||||||||||
Exercising options for employees and consultants (in Shares) | 60,000 | ||||||||||||||
Net loss | (36,428) | (730) | (37,158) | ||||||||||||
Other Comprehensive loss | (197) | (218) | 174 | (241) | |||||||||||
Loss of control of subsidiary | (2,989) | (2,989) | |||||||||||||
Minority interest- Zhongtong Insurance | 3,232 | 3,232 | |||||||||||||
Initially consolidated entity | 675 | 675 | |||||||||||||
Issuance of shares upon November 2020 Securities Purchase Agreement | $ 3 | 2,673 | 2,676 | ||||||||||||
Issuance of shares upon November 2020 Securities Purchase Agreement (in Shares) | 2,400,000 | ||||||||||||||
Issuance of shares upon February 2021 Purchase Agreement | $ 23 | 53,977 | 54,000 | ||||||||||||
Issuance of shares upon February 2021 Purchase Agreement (in Shares) | 22,471,904 | ||||||||||||||
Issuance of shares upon March 2021 Securities Purchase Agreement | $ 19 | 48,671 | 48,690 | ||||||||||||
Issuance of shares upon March 2021 Securities Purchase Agreement (in Shares) | 19,285,715 | ||||||||||||||
Exercising warrants | $ 2 | 2,472 | 2,474 | ||||||||||||
Exercising warrants (in Shares) | 2,450,487 | ||||||||||||||
Stock based compensation | 711 | 711 | |||||||||||||
Balance at Dec. 31, 2021 | $ 122 | $ (76,394) | $ 3,622 | $ 220,786 | $ (414) | $ 147,722 | |||||||||
Balance (in Shares) at Dec. 31, 2021 | 122,435,576 | ||||||||||||||
[1] | Upon the conversion of Series A and B convertible preferred stock, all preferred stock and common stock additional paid-in capital was combined into one account. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (37,158) | $ (23,636) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (Gain) on previously held equity in Micronet | 1,934 | (665) |
Loss from decrease in holding percentage in former VIE | 1,128 | |
(Gain) loss from equity investment | (353) | 786 |
Impairment of equity method investment in Micronet | (187) | |
Impairment of loan to Micronet | (76) | |
Provision for doubtful accounts | 2,574 | 5 |
Depreciation and amortization | 3,088 | 1,780 |
Capital loss | 105 | |
Shares issued to service providers and employees | 9,876 | |
Stock-based compensation for employees and consultants | 711 | 4,479 |
Loss from disposal of property and equipment | 21 | |
Changes in operating assets and liabilities: | ||
Other non-current assets | (111) | |
Change in deferred taxes, net | (2,539) | (541) |
Change in Long-term deposit and prepaid expenses | (542) | |
Change in Right of use assets | 486 | |
Change in lease liabilities | (479) | |
Due to related party | (163) | |
Increase in trade accounts receivable, net | (19,579) | (204) |
Increase in inventories | (5) | |
Increase (decrease) in accrued severance pay, net | 8 | |
Increase in other current assets | (4,878) | (1,686) |
Increase (decrease) in trade accounts payable | 13,846 | (364) |
Increase in deposit held on behalf of clients | 3,101 | |
Finance cost related to the convertible notes conversion | 8,877 | |
Increase (decrease) in other current liabilities | (4,099) | 3,135 |
Net cash used in operating activities | (33,025) | (8,300) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Intangible assets, net | (520) | |
Net cash acquired through business combination - Magpie (Appendix B) | 1,834 | |
Payment on business acquired - Beijing Fucheng (Appendix A) | (4,891) | |
Net cash acquired on an variable interest entity acquired - Guangxi Zhongtong (Appendix F) | 460 | |
Loan to related party | (4,265) | |
Net cash acquired on an variable interest entity acquired – All Weather (Appendix E) | 1,560 | |
Purchase of property and equipment | (689) | (32) |
Cash received from disposal of property and equipment | 124 | |
Additional investment in Micronet Ltd. | (515) | |
Loan to Related party Micronet Ltd. | (125) | |
Loan received by related party | 163 | |
Cash acquired through consolidation of Micronet (Appendix D) | 268 | |
Investment and loan to Magpie | (3,038) | |
Deconsolidation of Micronet (Appendix C) | (2,466) | |
Net cash used in investing activities | (8,853) | (3,279) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash received from issuance of shares by a subsidiary | 1,614 | |
Receipt of short- term loans from banks and others | 1,657 | 124 |
Loan repayment by affiliate company | 220 | |
Repayment of bank loans | (195) | (496) |
Repayment on account of redemption | (15,900) | |
Payments on account of shares | 15,900 | |
Payment received by convertible notes purchasers | 14,796 | |
Proceeds from issuance of shares and warrants | 105,366 | 17,004 |
Proceeds from exercise of warrants | 2,474 | 1,612 |
Proceeds from exercise of options | 80 | 2,367 |
Issuance of convertible preferred shares net | 409 | |
Net cash provided by financing activities | 109,602 | 37,430 |
TRANSLATION ADJUSTMENT OF CASH AND RESTRICTED CASH | 97 | (1) |
NET CAHANGE IN CASH AND RESTRICTED CASH | 67,821 | 25,850 |
Cash and restricted cash at the beginning of the year | 29,526 | 3,676 |
Cash and restricted cash at end of the year | 97,347 | 29,526 |
Supplemental disclosure of cash flow information: | ||
Interest | 44 | 41 |
Taxes | 146 | 26 |
Cash at end of the year | 94,930 | 29,049 |
Restricted cash at end of the year | 2,417 | 477 |
Cash and restricted cash at end of the year | $ 97,347 | $ 29,526 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | Jul. 01, 2021 | Oct. 21, 2021 | May 09, 2021 | Feb. 26, 2021 | Feb. 10, 2021 | Jun. 23, 2020 |
Beijing Fucheng | ||||||
Net working capital | $ 106 | |||||
Property and equipment | 26 | |||||
Current liabilities | (55) | |||||
Intangible assets | 4,814 | |||||
Cash | $ 4,891 | |||||
Magpie Securities Limited | ||||||
Net working capital | $ 206 | |||||
Investment and loan to Magpie | (2,947) | |||||
Property and equipment | 24 | |||||
Current liabilities | (19) | |||||
Intangible assets | 902 | |||||
Cash | $ (1,834) | |||||
Deconsolidation of Micronet Ltd. | ||||||
Cash | $ 2,466 | |||||
Working capital other than cash | (3,849) | |||||
Finance lease | 33 | |||||
Accrued severance pay, net | 96 | |||||
Translation reserve | 134 | |||||
Micronet Ltd.investment in fair value | 1,128 | |||||
Non-controlling interests | 2,990 | |||||
Net loss from loss of control | $ 1,934 | |||||
Acquisition of Micronet Ltd., net of cash acquired | ||||||
Net working capital | $ (351) | |||||
Property and equipment | 661 | |||||
Intangible assets | 2,475 | |||||
Goodwill | 2,618 | |||||
Right of use assets | 310 | |||||
Other assets | 26 | |||||
Borrowings | (1,676) | |||||
Micronet Ltd. investment in fair value | (1,573) | |||||
Non-current liabilities | (558) | |||||
Accumulated other comprehensive income | (28) | |||||
Minority interest | (2,172) | |||||
Net cash provided by acquisition | $ (268) | |||||
All Weather Insurance Agency | ||||||
Net working capital | $ (1,665) | |||||
Property and equipment | 153 | |||||
Right of use assets | 208 | |||||
Lease liabilities | (258) | |||||
Intangible assets | 903 | |||||
Deferred Tax liability | (226) | |||||
Minority interest | (675) | |||||
Cash | $ (1,560) | |||||
Guangxi Zhongtong Insurance Agency Co., Ltd | ||||||
Net working capital | $ 152 | |||||
Property and equipment | 13 | |||||
Intangible assets | 2,174 | |||||
Goodwill | (153) | |||||
Deferred Tax liability | (544) | |||||
Minority interest | (3,230) | |||||
Loss on equity interest | 1,128 | |||||
Net cash provided by acquisition | $ (460) |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Overview MICT, Inc. (“MICT”, the “Company”, “We”, “us”, “our”) was formed as a Delaware corporation on January 31, 2002. On March 14, 2013, we 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., we changed our name from Micronet Enertec Technologies, Inc. to MICT. Our shares have been listed for trading on The Nasdaq Capital Market under the symbol “MICT” since April 29, 2013. MICT Telematics Ltd (“MICT Telematics”) is a wholly-owned holding company, established in Israel on December 31, 1991. On October 22, 1993, MICT Telematics established a wholly-owned holding company headquartered in Israel, MICT Management Ltd. On February 1, 2019, BI Intermediate (Hong Kong) Limited (“BI Intermediate”) was incorporated in Hong Kong as a wholly-owned holding company of GFH Intermediate Holdings Ltd. (“GFHI” or “Intermediate”). On December 11, 2019, Bokefa Petroleum and Gas Co., Ltd (“Bokefa Petroleum” ) was incorporated in Hong Kong as a holding company, and is the wholly-owned subsidiary of BI Intermediate. On October 22, 2020 and March 8, 2021, Bokefa Petroleum established two additional holding companies, Shanghai Zheng Zhong Energy Technologies Co., Ltd (“Shanghai Zheng Zhong”) and Tianjin Bokefa Technology Co., Ltd. (“Bokefa”). On June 10, 2020, MICT Telematics purchased 5,999,996 ordinary shares of Micronet Ltd. (“Micronet”) for aggregate proceeds of New Israeli Shekel (“NIS”) 1,800 (or $515) through tender offer issued by MICT Telematics. As a result, increased our ownership interest in Micronet to 45.53% of Micronet’s issued and outstanding ordinary shares. Subsequently, on June 23, 2020 we purchased, through a public offering consummated by Micronet on the Tel Aviv Stock Exchange (the “TASE”), 10,334,000 of Micronet’s ordinary shares for total consideration of NIS 3,100 (or $887). As a result, we increased our ownership interest in Micronet to 53.39% of Micronet’s outstanding ordinary shares. MICT applied purchase accounting and began to consolidate Micronet’s operating results into our financial statements once the offering was consummated. MICT recognized a $665 gain on previously held equity in Micronet. On October 11, 2020, Micronet consummated a public equity offering on the TASE, in which the Company purchased 520,600 of Micronet’s ordinary shares and 416,480 of Micronet’s stock options convertible into 416,480 Micronet ordinary shares (at a conversion price of NIS 3.5 per share), for total consideration of NIS 4,961 (or $1,417). Following Micronet’s offering, including the purchase of Micronet shares, the exercise of our stock options and the additional purchase of 115,851 Micronet shares from an individual seller, our ownership interest in Micronet was diluted from 53.39% to 50.31% of Micronet’s outstanding share capital. On May 9, 2021, following the exercise of options by minority stockholders, the Company’s ownership interest was further diluted to 49.88% and, as a result we no longer consolidate Micronet’s operating results in our financial statements. As of May 9, 2021, the Company accounted for the investment in Micronet using the equity method of accounting. Prior to July 1, 2020, MICT operated primarily through its Israel-based majority-owned subsidiary, Micronet. Since July 1, 2020, after MICT completed its acquisition of GFHI pursuant to that certain agreement and plan of merger entered into on November 7, 2019 by and between MICT, GFHI, Global Fintech Holding Ltd. (“GFH”), a British Virgin Islands company and the sole shareholder of GFHI, and MICT Merger Subsidiary Inc., a British Virgin Islands company and a wholly owned subsidiary of MICT (“Merger Sub”), as amended and restated on April 15, 2020 (the “Restated Merger Agreement” or “Merger”). MICT is a holding company conducting financial technology business through its subsidiaries and entities controlled through various VIEs arrangements with a marketplace in China, as well as other areas of the world, and is currently in the process of building various platforms for business opportunities in different verticals and technology segments in order to capitalize on such technology and business. GFHI plans to increase its capabilities and its technological platforms through acquisition and licensing technologies to support its growth efforts in the different market segments. After the merger, MICT includes the business of Intermediate, its wholly-owned subsidiary, operating through its operating subsidiaries, as described herein. On October 2, 2020, BI Intermediate entered into a strategic agreement (the “Strategic Agreement”) to acquire the entire share capital of Magpie Securities Limited (“Magpie”), a Hong Kong based securities and investments firm for a total purchase price of approximately $3,000 (the “Purchase Price”). Magpie is licensed to trade securities on leading exchanges in Hong Kong, the U.S. and China, including China A-Shares, all of which are the primary target markets for Company’s global fintech business. The Strategic Agreement provided that the acquisition would be consummated in two phases, an initial purchase whereby 9% of the share capital of Magpie was acquired and thereafter, the remaining 91% of Magpie would be purchased by BI Intermediate upon, and subject to, the approval of the Hong Kong Securities and Futures Commission (the “SFC”), the principal regulator of Hong Kong’s securities and futures markets. On November 11, 2020, BI Intermediate closed on its acquisition of the first 9% and paid 9% of the Purchase Price. Additionally, pursuant to the Strategic Agreement upon the initial closing, BI Intermediate loaned Magpie an amount equivalent to the remaining 91% of the Purchase Price. Upon closing on the remaining 91%, which remained subject to SFC approval, the loan will be cancelled, and BI Intermediate will acquire the remaining 91% of Magpie. The loan was secured against the pledge of 91% of the share capital of Magpie purchased at such time by BI Intermediate. The obligations of Magpie have been guaranteed by its majority shareholder. On February 26, 2021 we finalized the acquisition of Magpie. The acquisition was consummated following the receipt of approval from the SFC effecting the change in the majority shareholder of Magpie. In consideration for the entire share capital of Magpie, we paid a total Purchase Price of $2,947 (reflecting the net asset value of Magpie estimated at $2,034 recorded as a working capital, and a premium $902 that was recorded as a license in the intangible assets). The Company, through and together with the Company’s wholly owned subsidiaries, Beijing Magpie Securities Consulting Services Co., Ltd (“Beijing Magpie”) and Shenzhen Magpie Information Consulting Technology Co., Ltd (“Shenzhen Magpie”), are in the process of integrating its mobile app platform with Magpie’s licensed trading assets. Upon completion of the acquisition of 100% of the equity interest in Magpie, we were able to obtain the licenses and permits needed for operating our online platform. After we complete the appropriate system testing to ensure scale and reliability, we will be in a position to notify the Hong Kong regulator of our intended launch date. Our initial plan is to launch the online stock trading platform in Hong Kong. On January 1, 2021, we entered into a transaction through our wholly-owned subsidiary, Bokefa, with the shareholders of Guangxi Zhongtong Insurance Agency Co., Ltd (“Guangxi Zhongtong”), a local Chinese entity with business and operations in the insurance brokerage business. Pursuant to the transaction, we loaned the Guangxi Zhongtong shareholders through a frame work loan (the “GZ Frame Work Loan”) the amount of up to RMB 40,000 (approximately $6,125) (“GZ Frame Work Loan Amount”) which is designated, if exercised, to be used as a working capital loan for Guangxi Zhongtong. As of December 31, 2021, only RMB 8,010 (approximately $1,243) was drawn down from the GZ Frame Work Loan for working capital and approximately $919 was drawn down for loans to shareholders of Guangxi Zhongtong (as stipulated in the agreement). In consideration for the GZ Frame Work Loan, the parties entered into various additional agreements which include: (i) a pledge agreement pursuant to which the shareholders have pledged their shares for the benefit of Bokefa in order to secure the GZ Frame work Loan Amount (ii) an exclusive option agreement pursuant to which Bokefa has an exclusive option to purchase the entire issued and outstanding common shares of Guangxi Zhongtong from the shareholders (“Option Agreement”) under such terms set forth therein (which include an exercise price not less than the maximum GZ Frame Work Loan Amount and the right to convert the GZ Frame Work Loan Amount into the purchased shares) (iii) an entrustment agreement and power of attorney agreement pursuant to which the shareholders irrevocably entrusted and appointed Tianjin Bokefa as their proxy and trustee to exercise on their behalf any and all rights under applicable law and the articles of association of Guangxi Zhongtong in the shareholder’s equity interest in Guangxi Zhongtong (iv) a business cooperation agreement and a master exclusive service agreement which grants Bokefa rights related to Guangxi Zhongtong’s business and operations in order to secure repayment of the GZ Frame Work Loan Amount. This transaction was structured pursuant to a Variable Interest Entity (“VIE”) Structure (in which we do not hold the shares). As such, and given our direct ownership in Bokefa and its contractual arrangements with Guangxi Zhongtong, we are regarded as Guangxi Zhongtong’s controlling entity and primary beneficiary of Guangxi Zhongtong business. We have, therefore, consolidated the financial position and operating results of Guangxi Zhongtong into our consolidated financial statements, using the fair value of the assets and liabilities of Guangxi Zhongtong in accordance with U.S. GAAP. Beijing Fucheng Lianbao Technology Co., Ltd (“Beijing Fucheng”) is an entity incorporated on December 29, 2020, in which Bokefa owns 24% equity interest with the remaining 76% controlled by Bokefa through VIE agreements. On February 10, 2021, Beijing Fucheng acquired all of the shares of Beijing Yibao Technology Co., Ltd., (“Beijing Yibao”) which holds 100% of the equity interest in Beijing Fucheng Insurance Brokerage Co., Ltd. (“Fucheng Insurance”). Fucheng Insurance is a Chinese insurance brokerage agency and a nation-wide licensed entity which offers insurance brokerage services for a broad range of insurance products. Fucheng Insurance, through their nationwide license, will give us the flexibility to offer and create tailor-made insurance products, leverage customers directly or through distribution partners and procure better deals with both our existing and new insurance company partners. Fucheng Insurance further enables us to accelerate the onboarding of new agents onto our platforms all throughout China. It also creates the opportunity to promote our business through some of China’s biggest online portals, which will provide business-to-business-to-consumer (B2B2C) as well as business-to-consumer (B2C) channels. When Fucheng Insurance initiates its nationwide rollout of its mobile application, it will facilitate access to those portals’ large customer bases which will also offer MICT’S full suite of insurance products. Beijing Fucheng shares were acquired for approximately $5,700, and funded through MICT. For further information please refer to Note 13. On June 16, 2021, Micronet announced that it completed a public equity offering on the TASE. Pursuant to the offering, Micronet sold an aggregate of 18,400 securities units (the “Units”) at a price of NIS 14.6 per Unit with each Unit consisting of 100 ordinary shares, 25 series A options and 75 series B options, resulting in the issuance of 1,840,000 ordinary shares, 460,000 series A options and 1,380,000 series B options. Micronet raised total gross proceeds of NIS 26,864 (approximately $8,290) in the offering. The Company did not participate in the offering, and, as a result, the Company owned 36.8% of the outstanding ordinary shares of Micronet and 26.56% on a fully diluted basis as of December 31, 2021. On July 1, 2021, Bokefa entered into a transaction with the shareholders of All Weather Insurance Agency Co., Ltd (“All Weather”), a local Chinese entity with business and operations in the field of broker insurance (the “Transaction”). Pursuant to the Transaction, Bokefa agreed to provide the All Weather shareholders with a frame work loan (the “AW Frame Work Loan”) for a total amount of up to RMB 30,000 (approximately $4,700) (the “AW Frame Work Loan Amount”) which, if utilized, will be used for working capital purposes of All Weather. In consideration for the AW Frame Work Loan, the parties entered into various additional agreements which include: (i) a pledge agreement pursuant to which the shareholders pledged their shares for the benefit of Bokefa in order to secure the amount for the AW Frame Work Loan Amount (ii) an exclusive option agreement pursuant to which Bokefa has an exclusive option to purchase the entire issued and outstanding common shares of All Weather from the Shareholders (“Option Agreement”) under such terms set forth in the Option Agreement (which include an exercise price not less than the maximum AW Frame Work Loan Amount and the right to convert the AW Frame Work Loan Amount into the purchased shares) (iii) an entrustment agreement and power of attorney agreement pursuant to which the shareholders irrevocably entrusted and appointed Bokefa as their proxy and trustee to exercise on their behalf any and all rights under applicable law and the articles of association of All Weather in the shareholder’s equity interest in All Weather and (iv) a business cooperation agreement and a master exclusive service agreement which grants Bokefa rights related to All Weather’s business and operations in order to secure repayment of the AW Frame Work Loan Amount. The Transaction was structured as a VIE structure (pursuant to which we do not technically hold the shares) and as a result of our direct ownership in Bokefa and its contractual arrangements with All Weather, we are regarded as All Weather’s controlling entity and the primary beneficiary of All Weather’s business. On October 27, 2021, the entire AW Frame Work Loan Amount was utilized by the All Weather shareholders and the AW Frame Work Loan Amount was transferred to All Weather for purposes of working capital. In addition, as of December 31, 2021, the Company granted All Weather shareholders an additional loan in the sum of approximately $776 to be provided in advance to a transaction between the parties pursuant to which the VIE structure described above shall be replaced by an equity structure for purchase by MICT of such equity interests in All Weather on such commercial and other terms to be agreed by the parties. All Weather Appraisal Co., Ltd. (All Weather Appraisal) is a subsidiary of All Weather Insurance Agency Co., Ltd, which holds 99.6% equity in All Weather Appraisal. All Weather Appraisal is a nationwide company and is approved by the China Banking and Insurance Regulatory Commission, specializing in the appraisal, evaluation, inspection and damage assessment of subjects of Insurance. On August 23, 2021, Beijing Yibao Technology Co., Ltd, Guangxi Zhongtong Insurance Agency Co., Ltd, and two shareholders of Guangxi Zhongtong entered into a capital increase agreement pursuant to which Beijing Yibao will invest approximately RMB30,000 ($4,700) into Guangxi Zhongtong. On October 21, 2021, Beijing Yibao transferred the funds separately and the transaction closed. As a result of the transaction, Beijing Yibao now holds a sixty percent (60%) equity interest in Guangxi Zhongtong and is the controlling shareholder. As a condition of the closing, the previous agreements consummated on January 1, 2021 per the GZ Frame Work Loan became null and void, and the loan should be repaid by the shareholders before December 31, 2022. From January through September 2021, Shenzhen Bokefa Technology Co., Ltd (“Shenzhen Bokefa”) and Tianjin Dibao Technology Co., Ltd (“Tianjin Dibao”) were established under BI Intermediate as holding companies to further develop the Company’s insurance business in China. As of December 31, 2021, no substantial operations conducted in those two entities. Our current business, following the completion of the acquisition of GFHI, is primarily comprised and focused on the growth and development of the GFHI financial technology offerings and the marketplace in China. We are in the process of building various platforms for business opportunities in different verticals and technology segments in order to capitalize on such technology and business. As a result of our acquisition of GFHI and the subsequent work we have undertaken with the management of GFHI, we are positioned to establish ourselves, through our operating subsidiaries and VIEs, to serve the markets as a financial technology company with a significant Chinese marketplace. We plan to expand on a global level as we continue to scale our business. GFHI has built various platforms to capitalize on business opportunities in a range of verticals and technology segments, which currently include stock trading and wealth management, commodities in segments of oil and gas trading and insurance brokerage. We are seeking to secure material contracts in all of these market segments in China while also developing opportunities in order to allow GFHI access to these markets. We will continue to increase the capabilities of our platforms through acquisition and/or licensing different technologies to support our efforts. By building secure, reliable and scalable platforms with high volume processing capability, we intend to provide customized solutions that address the needs of a highly diverse and broad client base. We implemented our plans by capitalizing on Intermediate’s experience with local markets in China, as well as with the Company’s operating subsidiaries, which have begun to secure material contracts in fast growing market segments in China. Our current opportunities have given us access the following market segments: ● Stock trading and wealth management segment; ● Commodities in the field of Oil and gas trading segment; and ● Insurance brokerage segment These opportunities will continue to be realized and executed through our business development efforts, which include the acquisition of potential target entities, business and assets (such as applicable required licenses) in the relevant business space and segments in which we plan to operate. This allows the Company to enter into the market quickly and leverage existing assets in order to promote our growth strategy. The following diagram illustrates the Company’s corporate structure, including its subsidiaries, and variable interest entities (“VIEs”), as of December 31, 2021: VIE agreements with Guangxi Zhongtong: On January 1, 2021, Bokefa, our wholly foreign-owned enterprise (“WFOE”), Guangxi Zhongtong, and nominee shareholders of Guangxi Zhongtong entered into six agreements, described below, pursuant to which Bokefa is deemed to have controlling financial interest and be the primary beneficiary of Guangxi Zhogntong. Therefore, Guangxi Zhongtong is deemed a VIE of Bokefa: Loan Agreement Pursuant to this agreement, Bokefa agreed to provide loans to the registered shareholders of Guangxi Zhongtong. The term of the loan shall start from the date when the loan is actually paid, until the date on which the loan is repaid in full. The agreement shall terminate when the shareholders repay the loan. The loan should be used solely for Guangxi Zhongtong’s operating expenses and should be exclusively repaid by transferring shares of Guangxi Zhongtong to Bokefa when PRC Law permits. Exclusive Option Agreement The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all the equity interest of Guangxi Zhongtong to Bokefa in accordance with relevant laws and provisions as provided in the agreement, or upon written notice by Bokefa to shareholders. In consideration of Bokefa’s loan arrangement, the shareholders have agreed to grant Bokefa an exclusive option to purchase their equity interest. Distribution of residual profits, if any, are restricted without the approval of Bokefa. Upon request by Bokefa, Guangxi Zhongtong is obligated to distribute profits to the shareholders of Guangxi Zhongtong, who must remit such profits to Bokefa immediately. Guangxi Zhongtong and its shareholders are required to act in a manner that is in the best interest of Bokefa with regards to Guangxi Zhongtong’s business operation. Equity Pledge Agreement The agreement will be terminated upon such date when the other agreements have been terminated. Pursuant to the agreement, the nominee shareholders pledged all their equity interest in Guangxi Zhongtong to Bokefa as security for the obligations in the other agreements. Bokefa has the right to receive dividends on the pledged shares, and all shareholders are required to act in a manner that is in the best interest of Bokefa. Business Cooperation Agreement The agreement is effective until terminated by both parties. Guangxi Zhongtong and its shareholders agree that the legal person, directors, general manager and other senior officers of Guangxi Zhongtong should be appointed or elected by Bokefa. Guangxi Zhongtong and its shareholders agree that all the financial and operational decisions for Guangxi Zhongtong will be made by Bokefa. Exclusive Service Agreement The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Bokefa agrees to provide exclusive technical consulting and support services to Guangxi Zhongtong and Guangxi Zhongtong agrees to pay service fees to Bokefa. Entrustment and Power of Attorney Agreement The shareholders of Guangxi Zhongtong agreed to entrust all the rights to exercise their voting power and any other rights as shareholders of Guangxi Zhongtong to Bokefa. The shareholders of Guangxi Zhongtong have each executed an irrevocable power of attorney to appoint Bokefa as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until deregistration of Guangxi Zhongtong. On August 23, 2021, Beijing Yibao Technology Co., Ltd, Guangxi Zhongtong Insurance Agency Co., Ltd, and two shareholders of Guangxi Zhongtong entered into a capital increase agreement pursuant to which Beijing Yibao will invest approximately RMB30,000 ($4,700) into Guangxi Zhongtong. On October 21, 2021, Beijing Yibao transferred the funds separately and the transaction closed. As a result of the transaction, Beijing Yibao now holds a sixty percent (60%) equity interest in Guangxi Zhongtong and is the controlling shareholder. As a condition of the closing, the previous agreements consummated on January 1, 2021 per the GZ Frame Work Loan became null and void, and the loan should be repaid by the shareholders before December 31, 2022. VIE agreements with Beijing Fucheng: On December 31, 2020, as amended on August 25, 2021, Bokefa, Beijing Fucheng Lianbao Technology Co., Ltd. (“Beijing Fucheng”), and the shareholders of Beijing Fucheng entered into six agreements, described below, pursuant to which Bokefa is deemed to have a controlling financial interest and be the primary beneficiary of Beijing Fucheng,. Therefore, Beijing Fucheng is deemed a VIE of Bokefa. Beijing Fucheng was incorporated on December 29, 2020 and had no assets or liabilities as of December 31, 2020. Loan Agreement Pursuant to this agreement, Bokefa agreed to provide loans to the registered shareholders of Beijing Fucheng. The term of the loan under this agreement shall start from the date when the loan is actually paid and shall continue until the shareholders repay all the loan in accordance with this agreement. The agreement shall terminate when the shareholders repay the loan. The loan should be used solely for Beijing Fucheng’s operating expenses, and should be exclusively repaid by transferring shares of Beijing Fucheng to Bokefa when PRC Law permits. Exclusive Option Agreement The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all of the equity interest of Bejing Fucheng to Bokefa in accordance with relevant laws and provisions as provided in the agreement, or upon written notice by Bokefa to the shareholders. In consideration for Bokefa’s loan arrangement, the shareholders have agreed to grant Bokefa an exclusive option to purchase their equity interest. Distribution of residual profits, if any, is restricted without the approval of Bokefa. Upon request by Bokefa, Beijing Fucheng is obligated to distribute profits to the shareholders of Beijing Fucheng, who must remit those profits to Bokefa immediately. Beijing Fucheng and its shareholders are required to act in a manner that is in the best interest of Bokefa with regards to Beijing Fucheng’s business operations. Equity Pledge Agreement The agreement will be terminated at the date when the other agreements have been terminated. Pursuant to the agreement, the shareholders pledged all their equity interest in Beijing Fucheng to Bokefa as security for their obligations under the agreements. Bokefa has the right to receive dividends on the pledged shares, and all shareholders are required to act in a manner that is in the best interest of Bokefa. Business Cooperation Agreement The agreement is effective until terminated by both parties. Beijing Fucheng and its shareholders agree that the legal person, directors, general manager and other senior officers of Beijing Fucheng should be appointed or elected by Bokefa. Beijing Fucheng and its shareholders agree that all financial and operational decisions of Beijing Fucheng will be made by Bokefa. Exclusive Service Agreement The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Bokefa agrees to provide exclusive technical consulting and support services to Beijing Fucheng and Beijing Fucheng agrees to pay service fees to Bokefa. Entrustment and Power of Attorney Agreement The shareholders of Beijing Fucheng agreed to entrust all the rights to exercise their voting power and any other rights as shareholders of Beijing Fucheng to Bokefa. The shareholders of Beijing Fucheng have each executed an irrevocable power of attorney to appoint Bokefa as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until deregistration of Beijing Fucheng. VIE agreements with All Weather: On July 1, 2021, Bokefa, All Weather, and nominee shareholders of All Weather entered into six agreements, described below, pursuant to which Bokefa is deemed to have a controlling financial interest and be the primary beneficiary of All Weather. All Weather is deemed a VIE of Bokefa. Loan Agreement Pursuant to this agreement, Bokefa agreed to provide loans to the shareholders of All Weather. The term of the loan is one year and shall start from the date when the loan is actually paid. The agreement shall terminate when the shareholders repay the loan. The loan should be used solely by All Weather for operating expenses, and should be exclusively repaid by transferring shares of All Weather to Bokefa when PRC Law permits. Exclusive Option Agreement The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all of the equity interest of All Weather to Bokefa in accordance with relevant laws and provisions in the agreement, or upon written notice by Bokefa to the shareholders. In consideration for Bokefa’s loan arrangement, the shareholders have agreed to grant Bokefa an exclusive option to purchase their equity interest. Distribution of residual profits, if any, is restricted without the approval of Bokefa. Upon request by Bokefa, All Weather is obligated to distribute profits to the shareholders of All Weather, who must remit the profits to Bokefa immediately. All Weather and its shareholders are required to act in a manner that is in the best interest of Bokefa with regard to All Weather’s business operations. Equity Pledge Agreement The agreement will be terminated at the date when the other agreements have been terminated. Pursuant to the agreement, the nominee shareholders pledged all of their equity interest in All Weather to Bokefa as security for their obligations pursuant to the other agreements. Bokefa has the right to receive dividends on the pledged shares, and all shareholders are required to act in a manner that is in the best interest of Bokefa. Business Cooperation Agreement The agreement is effective until terminated by both parties. All Weather and its shareholders agree that the legal person, directors, general manager and other senior officers of All Weather should be appointed or elected by Bokefa. All Weather and its shareholders agree that all the financial and operational decisions of All Weather will be made by Bokefa. Exclusive Service Agreement The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Bokefa agrees to provide exclusive technical consulting and support services to All Weather and All Weather agrees to pay service fees to Bokefa. Entrustment and Power of Attorney Agreement The shareholders of All Weather agreed to entrust all their rights to exercise their voting power and any other rights as shareholders of All Weather to Bokefa. The shareholders of All Weather have each executed an irrevocable power of attorney to appoint Bokefa as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until the deregistration of All Weather. Exclusive Service Agreement The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Bokefa agrees to provide exclusive technical consulting and support services to All Weather and All Weather agrees to pay service fees to Bokefa. Entrustment and Power of Attorney Agreement The shareholders of All Weather agreed to entrust all their rights to exercise their voting power and any other rights as shareholders of All Weather to Bokefa. The shareholders of All Weather have each executed an irrevocable power of attorney to appoint Bokefa as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until the deregistration of All Weather. The assets and liabilities of the Company’s VIEs (All Weather and Beijing Fucheng) included in the Company’s consolidated financial statements as of December 31, 2021 are as follows: December 31, 2021 USD Current assets: Cash $ 1,260 Trade accounts receivable, net 2,462 Other current assets 4,550 Total current assets 8,272 Property and equipment, net 208 Intangible assets 5,718 Long-term prepaid expenses 48 Right of use assets 530 Restricted cash 1,632 Deferred tax assets 369 Total long-term assets 8,505 Total assets $ 16,777 Current liabilities: Short term loan from others $ 1,155 Trade accounts payable 697 Lease liability 4,583 Other current liabilities 2,401 Total current liabilities 8,836 Long-term liabilities: Lease liability 106 Deferred tax liability 224 Total long-term liabilities 330 Total liabilities $ 9,166 Net revenues, loss from operations and net loss of the VIEs that were included in the Company’s consolidated financial statements for the year ended December 31, 2021 are as follows: For the December 31, 2021 USD Net revenues $ 19,683 Loss from operations $ (1,883 ) Net loss $ (526 ) Liquidity The Company has been incurring losses in 2020 and 2021. Accumulated deficit from operations were US$37,896 and US$16,579 as of December 31, 2021 and 2020, respectively. The net cash used in operating activities was US$8,300 and US$33,025 for the years ended December 31, 2020 and 2021, respectively. The Company’s liquidity is based on its ability to generate cash from operating activities, obtain capital financing from equity interest investors and borrow funds on favorable economic terms to fund its general operations and capital expansion needs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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 Company’s operations and business may still be subject to adverse effect due to the unprecedented conditions surrounding the spread of COVID-19 throughout North America, Israel, China and the world. Although currently the COVID-19 (due to the measures implemented to reduce the spread of the virus) have not had a material adverse effect on the Company consolidated financial reports; there can be no assurance that Company’s financial reports will not be affected in the future from COVID-19 or resulting from restrictions and other government actions. Principle of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries and variable interest entities. All significant inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation. Foreign currency translation and transaction The reporting currency of the Company is the U.S. dollar. The Companies in China conducts their businesses in the local currency, Renminbi (RMB), as its functional currency. The Companies in Israel conducts their businesses in the local currency, New Israeli Shekel (NIS), as its functional currency. The Companies in Hong Kong conducts their businesses in the local currency, Hong Kong Dollar (HKD), as its functional currency. Assets and liabilities are translated at the noon buying rate in the City of New York for cable transfers of RMB, NIS and HKD as certified for customs purposes by the Federal Reserve Bank of New York at the end of the period. The statement of operations accounts is translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. As of December 31, 2021 and 2020, substantially all of the Company’s subsidiaries operating activities and major assets and liabilities, are denominated in foreign currency. All foreign exchange transactions take place through either the authorized financial institutions at exchange rates quoted by People’s Bank of China (“PBOC”) or by Bank of Israel. The value of foreign currency is subject to change in central government policies and international economic and political developments affecting supply. When there is a significant change in value of foreign currency, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significant affected. RMB was changed from 6.3726 RMB into US$1.00 at December 31, 2021 to 6.525 RMB into US$1.00 at December 31, 2020, and the average rate for the twelve month ended December 31, 2021 were 6.4508 RMB. ILS was changed from 3.11 ILS into US$1.00 at December 31, 2021 to 3.215 ILS into US$1.00 at December 31, 2020, and the average rate for the twelve month ended December 31, 2021 were 3.229 ILS. HKD was changed from 7.7996 HKD into US$1.00 at December 31, 2021 to 7.754 HKD into US$1.00 at December 31, 2020, and the average rate for the twelve month ended December 31, 2021 were 7.773 HKD. Use of Estimates The preparation of consolidated 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 disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our consolidated financial statements include the useful lives of plant and equipment and intangible assets, impairment of long-lived assets, goodwill, intangible assets, allowance for doubtful accounts, revenue recognition, allowance for deferred tax assets and uncertain tax position. Actual results could differ from these estimates. Cash Cash consists of cash on hand, demand deposits and time deposits placed with banks or other financial institutions and have original maturities of less than three months. Accounts receivable, net Accounts receivable include trade accounts due from customers. Accounts are considered overdue after thirty (30) days from payment due date. In establishing the required allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of December 31, 2021 and December 31, 2020, allowance for doubtful accounts amounted to $2,606 and approximately $5, respectively. Restricted Cash The Company as an insurance broker is required to reserve 10% of its registered capital in cash held in an escrow bank account pursuant to the China Insurance Regulatory Commission (“CIRC”) rules and regulations. As of December 31, 2021 and 2020, restricted cash amounted to $2,417 and $0 respectively. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. 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 and amortization. Depreciation and amortization is calculated by the straight-line method over their estimated useful lives. Annual rates of depreciation are as follows: Category Useful Life Machinery and equipment 3-7 years Furniture and fixtures 3-14 years Transportation equipment 4-7 years Leasehold improvements Over the shorter of lease term or life of the assets 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 operations 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, and also from our Hong Kong (“HK”) online stock trading platform segment. Earnings (Loss) per Share Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common shares equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Segment reporting ASC Topic 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (the “CODM”), which is comprised of certain members of the Company’s management team. Operating leases The Company follows ASC No. 842, Leases. The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use assets (“ROU assets”) represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of December 31, 2021 and December 31, 2020. The operating lease is included in right-of-use assets and lease liability on the consolidated balance sheets. Investments The Company accounts for its equity investment over which it has significant influence but does not own a majority equity interest or otherwise control, using the equity method. The Company adjusts the carrying amount of the investment and recognizes investment income or loss for its share of the earnings or loss of the investee after the date of investment. The Company assesses its equity investment for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, operating performance of the entity, including current earnings trends and undiscounted cash flows, and other entity-specific information. The fair value determination, particularly for investments in a privately held entity, requires judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investment and determination of whether any identified impairment is other-than-temporary. As of December 31, 2021, the Company owned 36.80% of shares in Micronet which was accounted for under equity method. As of December 31, 2021, the Company owned 24% of the shares in Beijing Fucheng and controlled the remaining 76% through contractual arrangements as discussed in Note 1. Beijing Fucheng was therefore 100% consolidated in the consolidated financial statements. Fair value measurement The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Intangible assets The Company’s intangible assets with definite useful lives primarily consist of licensed software, capitalized development costs, platform system, and land-use rights. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives. The Company did not record any impairment of intangible assets as of December 31, 2021 and December 31, 2020. Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Useful Life License & software indefinite useful life and some of them for 10 years Technology know-how 6 years Trade name/ trademarks indefinite useful life and some of them for 5 years Customer relationship 5-10 years Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. We test goodwill for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. On January 26, 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The standard simplifies the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the estimated fair value of the specified reporting units in their entirety. This eliminated the second step of the previous impairment model that required companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those estimated fair values and a residual measurement approach. It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company did not record any impairment of goodwill as of December 31, 2021 and December 31, 2020. Revenue Recognition We recognize our revenue under ASC 606. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. It also requires us to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. We recognize revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which we expect to be entitled in such exchange. We identify contractual performance obligations and determines whether revenue should be recognized at a point in time or over time, based on when control of goods and services are provided to customers. We use a five-step model to recognize revenue from customer contracts. The five-step model requires us to (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur; (iv) allocate the transaction price to the respective performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation. We derive our revenues from sales contracts with our customers with revenues being recognized upon performance of services. Our contracts with customers generally do not include a general right of return relative to the delivered products or services. We applied practical expedient when sales taxes were collected from customers, meaning sales tax is recorded net of revenue, instead of cost of revenue, which are subsequently remitted to governmental authorities and are excluded from the transaction price. With respect to Micronet applicable revenue recognition U.S. GAAP requirements, Micronet implements a revenue recognition policy pursuant to which it recognizes its revenues 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 discretion needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, Micronet no longer has physical possession of the product and will be entitled at such time to receive payment while relieved from the significant risks and rewards of the goods delivered. For most of Micronet’s products sales, control transfers when products are shipped. The Company’s revenues from the insurance division are generated from: a) providing customers with marketing promotion and information drainage services, which is to charge information service fees according to the customer traffic information provided to customers with business needs; b) to providing insurance brokerage services or insurance agency services on behalf of insurance carriers. With respect to the information drainage services and insurance brokerage services applicable to revenue recognition U.S. GAAP requirements, the company implements a revenue recognition policy pursuant to which it recognizes its revenues 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. Our performance obligation to the insurance carrier is satisfied and commission revenue is recognized at the point in time when an insurance policy becomes effective. The Company provides customers with information drainage services and settles service charges with customers on the monthly basis. Performance obligation is satisfied at point in time when the requested information is delivered to the customer. The Company’s revenues from the online stock trading platform are generated from stock trading commission income. Magpie provides trade execution to its customers. Commission revenue is recognized when transfer of control occurs. Trade execution performance obligation generally occurs on the trade date because that is when the underlying financial instrument (for a purchase) or purchaser (for a sale) is identified and the pricing is agreed upon. In accordance with ASC 606-10-55, Revenue Recognition: Principal Agent Considerations, the Company considers several factors in determining whether it acts as the principal or as an agent in the arrangement of merchandise sales and provision of various related services and thus whether it is appropriate to record the revenues and the related cost of sales on a gross basis or record the net amount earned as service fees. For insurance brokerage services, we have identified our promise to sell insurance policies on behalf of the insurance carriers as the performance obligation in our contracts with the insurance carriers. 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 basis 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. MICT and its subsidiaries and VIEs within the jurisdiction of the United States, Israel and China are subject to a tax examination for the most recent three, four and five years, respectively. Stock-Based Compensation Stock-based compensation granted to the Company’s employees and consultants are measured at fair value on grant date and stock-based compensation expense is recognized (i) immediately at the grant date if no vesting conditions are required, or (ii) using the accelerated attribution method, net of estimated forfeitures, over the requisite service period. The fair value of restricted shares is determined with reference to the fair value of the underlying shares. At each date of measurement, the Company reviews internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the share-based awards granted by the Company, including but not limited to the fair value of the underlying shares, expected life, expected volatility and expected forfeiture rates. The Company is required to consider many factors and make certain assumptions during this assessment. If any of the assumptions used to determine the fair value of the stock-based compensation changes significantly, stock-based compensation expense may differ materially in the future from that recorded in the current reporting period. Reclassification Prior to the deconsolidation of Micronet, Micronet had been taking active steps to sell its building within the year 2021. The company reclassified the related assets which were previously included in property and equipment, net and intangible assets, net to held-for-sale as of December 31, 2020. Impairment of Long-Lived 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, 2021, and 2020, no indicators of impairment have been identified. 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 loss, 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. 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. The Company holds cash and cash equivalents, securities and deposit accounts at large banks in Israel, thereby substantially reducing the risk of loss. The Company performs ongoing credit evaluations of its loans to related parties for the purpose of determining the appropriate allowance impairment and has a convection feature as a collateral. An appropriate allowance for impairment is included in the accounts. Statutory reserves Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss. Segment reporting FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources, and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company determined that it has two operating segments and therefore two reportable segments as defined by ASC 280, which are central processing algorithm services and intelligent chips and services Recently issued accounting pronouncements In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-02 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. The Company does not expect the adoption of this ASU would have a material effect on the Company’s consolidated financial statements. In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables—Non-refundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning July 1, 2021. Early application is not permitted. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The Company is currently evaluating the impact of this new standard on the Company’s consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the C |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 3 — Stockholders’ 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: 2012 plan. 2020 plan. The following table summarizes information about stock options outstanding and exercisable as of December 31, 2021: Options Outstanding Options Exercisable Number Weighted Average Number Exercise Price Years $ 38,000 0.25 38,000 4.30 50,000 0.25 40,000 1.32 30,000 0.25 30,000 1.4776 825,000 0.25 825,000 1.41 370,000 9.5 185,000 1.81 245,000 9.5 - 2.49 1,558,000 1,118,000 2021 2020 Number of Weighted Average Exercise Price Number of Weighted Average Exercise Price $ $ Options outstanding at the beginning of year: 1,158,000 2.24 1,167,000 2.34 Changes during the year: Granted 740,000 1.97 1,300,000 1.32 Exercised (60,000 ) 1.35 (1,198,000 ) 1.97 Forfeited (280,000 ) 1.41 (111,000 ) 2.81 Options outstanding at end of year 1,558,000 1.74 1,158,000 2.24 Options exercisable at year-end 1,118,000 1.57 1,138,000 2.36 The Company has warrants outstanding as follows: Warrants Outstanding Average Exercise Price Remaining Contractual Life Balance, December 31, 2020 12,994,545 $ 2.31 4 Granted 54,863,876 $ 2.81 4.5 Forfeited (2,544,055 ) $ 1.01 - Exercised (2,450,487 ) $ 1.01 - Balance, December 31, 2021 62,863,879 $ 2.854 4.5 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: 2020 -45.24% 2021-87.2%-100.4%; risk-free interest rate: 2020 – 0.39% 2021-0.99%-1.64%; and expected life: 2020- 0.68 years 2021-6.5-10 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. During 2020 the Company issued 1,943,182, shares of its common stock to its directors, employees and consultants and as a result recorded aggregate expenses of $2,750 in connection with such issuance During 2020 the Company issued 200,000, shares of its common stock to Maxim Group LLC, or Maxim as part of a settlement agreement executed between the parties and as a result of such issuance recorded aggregate expenses of $635. During 2020 the Company issued an aggregate of 1,198,000 shares of our common stock pursuant to the exercise of certain stock options previously issued to its employees, directors and consultants. As a result of such issuance of common stock, the Company recorded an aggregate expenses of $2,365. During 2020 the Company issued an aggregate of 2,181,282 shares of its common stock pursuant to the exercise of certain warrants previously issued to various shareholders. As a result of such issuance of such common stock, the Company recorded aggregate expenses of $1,611. Pursuant to the April 21, 2020, and the July 8, 2020 Agreements entered by MICT with various purchasers for the sale of certain convertible notes as described in the Description of Business above, MICT sold convertible notes with an aggregate total principal amount of approximately $15,000 under such terms as described hereinabove. Based on the terms included in the convertible notes, following receipt of the Company’s stockholders in September 2020, the Convertible Notes were converted into 13,636,363 shares of common stock of the Company at a conversion price of $1.10 per share as set above. On July 1, 2020, MICT completed its acquisition (the “Acquisition”) of GFH Intermediate Holdings Ltd., pursuant to the previously announced Agreement and Plan of Merger entered into on November 7, 2019 by and between MICT, GFHI, Global Fintech Holding Ltd., a British Virgin Islands company and the sole shareholder of GFHI, and MICT Merger Subsidiary Inc., a British Virgin Islands company and a wholly owned subsidiary of MICT (“Merger Sub”), as amended and restated on April 15, 2020 (the “Restated Merger Agreement”). As of the date hereof pursuant to the Acquisition the Company issued to GFH 22,727,272 shares of common stock reflecting a price of $1.10 per each MICT share. On September 8, 2020, the Company and all of the holders (the “Holders”) of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred”), entered into a series of Series A Convertible Preferred Stock Exchange Agreements (each an Exchange Agreement and together, the “Exchange Agreements”), pursuant to which the Holders exchanged an aggregate of 3,181,818 shares of the Series A Preferred, on a 1-for-2 basis, for an aggregate of 6,363,636 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). On September 10, 2020, the Company and the holder (the “Holder”) of the Company’s Series B Convertible Preferred Stock, with a par value of $0.001 per share (the “Series B Preferred”), entered into that certain Series B Convertible Preferred Stock Exchange Agreement (the “Exchange Agreement”) in the form attached hereto as Exhibit 10.1, pursuant to which the Holder exchanged an aggregate of 1,818,181 shares of the Series B Preferred, on a 1-for-1 basis, for an aggregate of 1,818,181 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). On November 2, 2020 the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors for the purpose of raising $25,000 in gross proceeds for the Company (the “Offering”). Pursuant to the terms of the Purchase Agreement, the Company sold, in a registered direct offering, an aggregate of 10,000,000 units (each, a “Unit”), with each Unit consisting of one share of the Company’s common stock, par value $0.001 per share and one warrant to purchase 0.8 of one share of Common Stock at a purchase price of $2.50 per Unit. The warrants are exercisable nine months after the date of issuance at an exercise price of $3.12 per share and will expire five years following the date the warrants become exercisable. The closing of the sale of Units pursuant to the. Purchase Agreement occurred on November 4, 2020. By December 31, 2020, the Company had received a total of $22,325 in gross proceeds pursuant to Offering and issued in the aggregate, 7,600,000 Units. The remaining gross proceeds, in the additional aggregate amount of $2,675, were received by the Company on March 1, 2021 and in consideration for such proceeds, the Company issued the remaining 2,400,000 units. On February 11, 2021, the Company announced that it had entered into a securities purchase agreement (the “February Purchase Agreement”) with certain institutional investors for the sale of (i) 22,471,904 shares of common stock, (ii) 22,471,904 Series A warrants to purchase 22,471,904 shares of common stock and (iii) 11,235,952 Series B warrants to purchase 11,235,952 shares of common stock at a combined purchase price of $2.67 (the “February Offering”). The gross proceeds to the Company from the February Offering were expected to be approximately $60,000. The Series A warrants will be exercisable nine months after the date of issuance, have an exercise price of $2.80 per share and will expire five and one-half years from the date of issuance. The Series B warrants will be exercisable nine months after the date of issuance, have an exercise price of $2.80 per share and will expire three and one-half years from the date of issuance. The Company received net proceeds of $54,000 on February 16, 2021 after deducting the placement agent’s fees and other expenses. On March 2, 2021, the Company entered into a securities purchase agreement (the “March Purchase Agreement”) with certain investors for the purpose of raising approximately $54,000 in gross proceeds for the Company. Pursuant to the terms of the March Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 19,285,715 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $2.675 per share and in a concurrent private placement, warrants to purchase an aggregate of 19,285,715 shares of common stock, at a purchase price of $0.125 per warrant, for a combined purchase price per share and warrant of $2.80 which was priced at the market under Nasdaq rules. The warrants are immediately exercisable at an exercise price of $2.80 per share, subject to adjustment, and expire five years after the issuance date. The closing date for the transaction consummated under the March Purchase Agreement was on March 4, 2021. The Company received net proceeds of $48,690 on March 4, 2021, after deducting the placement agent’s fees and other expenses. On May 17, 2021, the Company’s Board of Directors (the “Board”) unanimously approved a grant of fully vested 6,000,000 shares of common stock to Mr. Darren Mercer, the Company’s Chief Executive Officer. The issuance of the shares was pursuant to the Company’s long term incentive plan as previously approved by the stockholders and negotiated in connection with the Company’s acquisition of Global Fintech Holdings Limited. The Board unanimously agreed to issue the shares in recognition of Mr. Mercer’s direct contribution to achieving numerous key deliverables including: (i) the completion of several acquisitions, including those of Fucheng Insurance and Magpie; (ii) obtaining regulatory approval from the Hong Kong SFC regarding the acquisition of Magpie; (iii) the execution of several major commercial contracts and partnerships, including with a number of major insurance agents and one of China’s largest payment service providers; (iv) the execution of an exclusive partnership with the Shanghai Petroleum and Natural Gas Trading Center to which allows MICT to provide financial services to its customers; (v) the successful launch of the insurance business in December 2020 and the delivery of significant revenues and revenue growth in Q1 2021; and (vi) the completion of capital raises totaling in excess of $140,000 and broadening the Company’s institutional investor base. On May 17, 2021, the Board unanimously approved a grant of fully vested 300,000 shares of common stock of the Company to Richard Abrahams, Magpie’s Chief Executive Officer. Our 2012 Stock Incentive Plan (the “2012 Incentive Plan”) was initially adopted by the Board on November 26, 2012 and approved by our stockholders on January 7, 2013 and subsequently amended on September 30, 2014, October 26, 2015, November 15, 2017 and November 8, 2018. Under the 2012 Incentive Plan, as amended, up to 5,000,000 shares of our common stock, are currently authorized to be issued pursuant to option awards granted thereunder. On May 17, 2021, May 23, 2021 and June 28, 2021, the Company granted an aggregate of 125,000, 370,000 and 245,000 respectively, options under the 2012 Incentive Plan, with an exercise price of $1.41, $1.81 and $2.49, respectively, of which 310,000 options vested as of December 31, 2021. This resulted in a stock-based compensation expense of approximately $708 recorded for the year ended December 31, 2021, based on a fair value determined using a Black-Scholes model. On March 22, 2021, 20,000 shares of common stock were issued to an employee who exercised their options at an exercise price of $1.41. In September 2021, the Board unanimously approved a grant of 87,000 fully vested shares of common stock of the Company to some of our employees. On September 20, 2021, 40,000 shares of common stock were issued to an employee who exercised their options at an exercise price of $1.32. On September 28, 2021, MICT granted 823,020 shares of common stock of the Company to China Strategic Investments Limited. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4 — FAIR VALUE MEASUREMENTS Items carried at fair value on an ongoing basis as of December 31, 2021 and 2020 are classified in the table below in one of the three categories described in Note 2. Fair value measurements December 31, 2020 (USD in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 29,049 - - $ 29,049 Total $ 29,049 - - $ 29,049 Fair value measurements December 31, 2021 (USD in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 94,930 - - $ 94,930 Total $ 94,930 - - $ 94,930 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5 — INVENTORIES Inventories are stated at the lower of cost or net realizable value, computed using the first-in, first-out method. Inventories consist of the following: December 31, (USD in thousands) 2021 2020 Raw materials $ - $ 1,639 Work in process and finished product - 363 $ - $ 2,002 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 — PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following as of December 31, 2021 and 2020: December 31, (USD in thousands) 2021 2020 Building $ - $ 29 Computer equipment 309 90 Dies - 358 Furniture and fixtures 122 33 Machinery and equipment 153 40 leasehold improvement 203 - Transportation equipment 415 73 1,202 623 Less accumulated depreciation and amortization (525 ) (206 ) $ 677 $ 417 Depreciation and amortization expenses totaled $163 and $122 for the years ended December 31, 2021 and 2020, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 7 — INTANGIBLE ASSETS, NET Composition: Useful December 31, December 31, (USD in thousands) years 2021 2020 Original amount: Technology know-how 6 $ 11,490 $ 13,070 Trade name/ trademarks Indefinite or 5 years 923 850 Customer relationship 5-10 years 4,802 4,910 License Indefinite or 10 years 8,498 - Software 10 172 - 25,885 18,830 Accumulated amortization: Technology know-how (2,873 ) (1,116 ) trade name/ trademarks (174 ) (71 ) Customer related intangible assets (1,355 ) (484 ) License (39 ) - Software (2 ) - (4,443 ) (1,671 ) Net $ 21,442 $ 17,159 The estimated future amortization of the intangible assets (excluded of deferred tax assets) as of December 31, 2021 is as follows: 2022 $ 3,159 2023 3,154 2024 3,154 2025 onward 4,896 Total $ 14,363 |
Short-Term Loans from Banks and
Short-Term Loans from Banks and Others | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SHORT-TERM LOANS FROM BANKS AND OTHERS | NOTE 8 — SHORT-TERM LOANS FROM BANKS AND OTHERS Composition: Total Short-term loan Interest rate Linkage December 31, (USD in thousands) % basis 2021 2020 Due to banks Prime plus 2.5% NIS $ - 884 Due to others RMB $ 1,657 - $ 1,657 884 As of December 31, 2020, the Company had short-term bank loans of $884 comprised as follows: $884 loans of Micronet that bear interest of prime plus 2.5% through prime plus 3.5% paid either on a monthly or quarterly basis. All of Micronet’s loans were classified as short-term loans due to the fact that Micronet didn’t meet with covenants. As of December 31, 2021, the Company had short-term loans from others of $1,657 comprised as follows: $1,155 loans of All Weather Insurance Agency bear interest of 0%, of which $1,088 will be repaid on December 31, 2022 and $67 will be repaid on August 3, 2022. The $314 loans of Zhongtong Insurance that bear interest of 10% has been repaid subsequently on January 11, 2022, and the remaining loans of Zhongtong Insurance in amount of $188 loans that bear interest of 10% will be repaid before December 31, 2022. |
Equity Investment in Micronet
Equity Investment in Micronet | 12 Months Ended |
Dec. 31, 2021 | |
Equity Investment in Micronet [Abstract] | |
EQUITY INVESTMENT IN MICRONET | NOTE 9 — EQUITY INVESTMENT IN MICRONET Micronet’s net revenues and net loss are presented if the acquisition date had occurred at the beginning of the annual reporting period. Year ended Year ended December 31, December 31, (USD in thousands) 2021 2020 Revenues $ 60,007 $ 2,262 Net loss $ (36,175 ) $ (26,419 ) Management engaged a third-party valuation firm to assist them with the valuation of the intangible assets that are detailed in the schedule below. Purchased identifiable intangible assets are amortized on a straight-line basis over their respective useful lives. The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting gain on bargain purchase. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date on June 23, 2020: Micronet Ltd. Purchase Price Allocation (USD in thousands) Total cash consideration $ 887 Total Purchase Consideration $ 887 Less: Debt-free net working capital $ 788 Property and equipment 661 Right of use assets 310 Other assets 26 Borrowings (1,675 ) Severance payable (95 ) Lease liabilities (101 ) Intangible assets - trade name/ trademarks 270 Intangible assets - developed technology 1,580 Intangible assets - customer relationship 410 Intangible assets - ground 215 Deferred Tax liability (362 ) Fair value of net assets acquired $ 2,027 Noncontrolling interest $ (2,172 ) Gain on equity interest (665 ) Equity investment (921 ) Change in investment (3,758 ) Goodwill value $ 2,618 Loss of control of Micronet As of March 31, 2021, the Company held 50.31% of Micronet’s issued and outstanding shares. On May 9, 2021, following the exercise of options by minority stockholders, the Company’s ownership interest was diluted to 49.88% and as a result the Company is no longer required to include Micronet’s operating results in its financial statements. From May 9, 2021, the Company accounted for the investment in Micronet in accordance with the equity method. On June 16, 2021, Micronet announced that it had completed a public equity offering on the TASE. Pursuant to the offering, Micronet sold an aggregate number of 18,400 securities units (the “Units”) at a price of 14.6 NIS per Unit with each Unit consisting of 100 ordinary shares, 25 series A options and 75 series B options, resulting in the issuance of 1,840,000 ordinary shares, 460,000 series A options and 1,380,000 series B options. Micronet raised total gross proceeds of 26,864 NIS (approximately $8,290) in the Offering. The Company did not participate in the Offering, and, as a result, the Company owned 36.80% of the outstanding ordinary shares of Micronet and 26.56% on a fully diluted basis as of December 31, 2021. May 9, USD Micronet’s fair value as of May 9, 2021 1,127 Net assets (6,185 ) Capital reserve from currency translation 134 Non-controlling interests 2,990 Net loss from loss of control (1,934 ) |
Loan to Micronet
Loan to Micronet | 12 Months Ended |
Dec. 31, 2021 | |
Loan to Micronet [Abstract] | |
LOAN TO MICRONET | NOTE 10 — LOAN TO MICRONET On November 13, 2019, the Company and Micronet executed a convertible loan agreement pursuant to which the Company agreed to loan to Micronet $500,000 (the “Convertible Loan”). The Convertible Loan bears interest at a rate of 3.95% calculated and paid on a quarterly basis. In addition, the Convertible Loan, if not converted, shall be repaid in four equal installments, the first of such installment payable following the fifth quarter after the issuance of the Convertible Loan, with the remaining three installments due on each subsequent quarter thereafter, such that the Convertible Loan shall be repaid in full upon the lapse of 24 months from its issuance. In addition, the outstanding principal balance of the Convertible Loan, and all accrued and unpaid interest, is convertible at the Company’s option, at a conversion price equal to 0.38 NIS per Micronet share. Pursuant to the convertible loan agreement, Micronet also agreed to issue the Company an option to purchase one of Micronet’s ordinary shares for each ordinary share that it issued as a result of a conversion of the Convertible Loan at an exercise price of 0.60 NIS per share, exercisable for a period of 15 months. On July 5, 2020, the Company had a reverse split where the price of the Convertible Loan changed from 0.08 NIS per Micronet share into 5.7 NIS per Micronet share. The option’s exercise price changed from 0.6 NIS per share to 9 NIS per Micronet share. On January 1, 2020, the Convertible Loan was approved at a general meeting of the Micronet shareholders and as a result, the Convertible Loan and the transactions contemplated thereby became effective. The loan was repaid on January 4, 2022. As of December 31, 2021, this balance, including principal and interest, was presented as amount due from related party on the consolidated balance sheet. On August 13, 2020, MICT Telematics extended to Micronet an additional loan in the aggregate amount of $175,000 (the “Loan Sum”) which governed the existing outstanding intercompany debt. The loan does not bear any interest and has a term of twelve months. The Loan Sum was granted for the purpose of supporting Micronet’s working capital and general corporate needs. The loan was repaid on August 25, 2021. |
GFH Intermediate Holdings Ltd A
GFH Intermediate Holdings Ltd Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
GFH Intermediate Holdings Ltd Acquisition [Abstract] | |
GFH INTERMEDIATE HOLDINGS LTD ACQUISITION | NOTE 11 — GFH Intermediate Holdings Ltd Acquisition On July 1, 2020, MICT completed its acquisition of GFHI pursuant to the previously announced agreement and plan of merger (the “Merger Agreement”) entered into on November 7, 2019 by and between MICT, Micronet, GFHI, Global Fintech Holding Ltd, a British Virgin Islands company and the sole shareholder of GFHI, and MICT Merger Subsidiary Inc., a British Virgin Islands company and a wholly owned subsidiary of MICT, as amended and restated on April 15, 2020. As described in the Merger Agreement, upon consummation of the acquisition, the outstanding share of GFHI were cancelled in exchange for a convertible promissory note in the principal amount of $25,000 issued to GFH by MICT. This note has been converted into 22,727,273 shares of common stock of MICT at a conversion price of $1.10 per share. As a result of the acquisition goodwill and intangible assets were created. GFHI’s net revenues and net loss are presented as if the Company’s acquisition date had occurred at the beginning of the annual reporting period. Year ended December 31, (USD in thousands) 2020 Revenues $ 1,173 Net loss $ (22,992 ) As of the date of this annual report, COVID-19 and the resulting government regulations enacted in China and elsewhere have not had a material adverse effect on GFHI financial reports; however, there can be no assurance that GFHI financial reports will not be affected in the future from COVID-19 or resulting government actions. Purchased identifiable intangible assets are amortized on a straight-line basis over their respective useful lives. The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting gain on bargain purchase. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date: GFH Intermediate Holdings LTD, Purchase Price Allocation (USD in thousands) Total share consideration (1) $ 32,050 Total Purchase Consideration $ 32,050 Less: Intangible assets - trade name/ trademarks $ 580 Intangible assets - developed technology 11,490 Intangible assets - Customer database (2) 4,500 Deferred Tax liability (3) (4,308 ) Fair value of net assets acquired $ 12,262 Goodwill value (4) $ 19,788 (1) The purchase consideration represented the fair value of the convertible promissory notes that were converted into common stock of MICT. (2) The customer database value is based on the cost to recreate, as indicated by management. (3) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 26%. (4) The goodwill is not deductible for tax purposes. |
Beijing Fucheng Lianbao Technol
Beijing Fucheng Lianbao Technology Co., Ltd Transaction | 12 Months Ended |
Dec. 31, 2021 | |
Beijing Fucheng Lianbao Technology Co., Ltd Transaction [Abstract] | |
BEIJING FUCHENG LIANBAO TECHNOLOGY CO., LTD TRANSACTION | NOTE 12 — BEIJING FUCHENG LIANBAO TECHNOLOGY CO., LTD TRANSACTION On February 10, 2021, the Company closed a transaction pursuant to which it acquired (via Beijing Fucheng in which it holds 24% and engaged in a VIE structure) all of the shares of Beijing Yibao Technology Co., Ltd., and indirectly its fully owned subsidiary Beijing Fucheng Insurance Brokerage Co., Ltd. (the “Fucheng Insurance Transaction”). The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting gain on bargain purchase. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date: Beijing Fucheng Lianbao Technology Co., Ltd transaction, Purchase Price Allocation (USD in thousands) Total cash consideration $ 5,711 Total Purchase Consideration $ 5,711 Less: Net working capital $ 926 Property and equipment 26 License 4,814 Current liabilities (55 ) Fair value of net assets acquired $ 5,711 |
Guangxi Zhongtong Insurance Age
Guangxi Zhongtong Insurance Agency Co., Ltd Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations Disclosure [Abstract] | |
GUANGXI ZHONGTONG INSURANCE AGENCY CO., LTD ACQUISITION | NOTE 13 — Guangxi Zhongtong Insurance Agency Co., Ltd Acquisition On January 1, 2021, we entered into a transaction through Bokefa, with the shareholders of Guangxi Zhongtong Insurance Agency Co., Ltd (“Guangxi Zhongtong”), a local Chinese entity with business and operations in the insurance brokerage business. Pursuant to the transaction, we granted loans to Guangxi Zhongtong’s shareholders through a frame work loan (the “GZ Frame Work Loan”) the amount of up to RMB 40,000 (approximately $6,125) (“GZ Frame Work Loan Amount”) which is designated, if exercised, to be used as a working capital loan for Guangxi Zhongtong. As of December 31, 2021, only RMB 8,010 (approximately $1,243) was drawn down from the GZ Frame Work Loan for working capital and approximately $919 was drawn down for loans to shareholders of Guangxi Zhongtong (as stipulated in the agreement). In consideration for the GZ Frame Work Loan, the parties entered into various additional agreements which include: (i) a pledge agreement pursuant to which the shareholders have pledged their shares for the benefit of Bokefa in order to secure the GZ Frame work Loan Amount (ii) an exclusive option agreement pursuant to which Bokefa has an exclusive option to purchase the entire issued and outstanding common shares of Guangxi Zhongtong from the shareholders (“Option Agreement”) under such terms set forth therein (which include an exercise price not less than the maximum GZ Frame Work Loan Amount and the right to convert the GZ Frame Work Loan Amount into the purchased shares) (iii) an entrustment agreement and power of attorney agreement pursuant to which the shareholders irrevocably entrusted and appointed Tianjin Bokefa as their proxy and trustee to exercise on their behalf any and all rights under applicable law and the articles of association of Guangxi Zhongtong in the shareholder’s equity interest in Guangxi Zhongtong (iv) a business cooperation agreement and a master exclusive service agreement which grants Bokefa rights related to Guangxi Zhongtong’s business and operations in order to secure repayment of the GZ Frame Work Loan Amount. This transaction was structured pursuant to a Variable Interest Entity, Structure (in which we do not hold the shares). As such, and given our direct ownership in Bokefa and its contractual arrangements with Guangxi Zhongtong, we are regarded as Guangxi Zhongtong’s controlling entity and primary beneficiary of Guangxi Zhongtong business. We have, therefore, consolidated the financial position and operating results of Guangxi Zhongtong into our consolidated financial statements, using the fair value of the assets and liabilities of Guangxi Zhongtong in accordance with U.S. GAAP. Beijing Fucheng Lianbao Technology Co., Ltd is an entity incorporated on December 29, 2020, in which Bokefa owns 24% equity interest with the remaining 76% controlled by Bokefa through VIE agreements. On February 10, 2021, Beijing Fucheng acquired all of the shares of Beijing Yibao Technology Co., Ltd., which holds 100% of the equity interest in Beijing Fucheng Insurance Brokerage Co., Ltd. (“Fucheng Insurance”). Fucheng Insurance is a Chinese insurance brokerage agency and a nation-wide licensed entity which offers insurance brokerage services for a broad range of insurance products. Fucheng Insurance, through their nationwide license, will give us the flexibility to offer and create tailor-made insurance products, leverage customers directly or through distribution partners and procure better deals with both our existing and new insurance company partners. Fucheng Insurance further enables us to accelerate the onboarding of new agents onto our platforms all throughout China. It also creates the opportunity to promote our business through some of China’s biggest online portals, which will provide business-to-business-to-consumer (B2B2C) as well as business-to-consumer (B2C) channels. When Fucheng Insurance initiates its nationwide rollout of its mobile application, it will facilitate access to those portals’ large customer bases which will also offer MICT’S full suite of insurance products. Beijing Fucheng shares were acquired for approximately $5,700, and funded through MICT. On October 21, 2021, Yibao transferred such funds and the transaction closed. As a result of the transaction, Yibao now holds a sixty percent (60%) equity interest in Guangxi Zhongtong and is the controlling shareholder. As a condition of the Closing, the previous agreements consummated on January 1, 2021 per the Frame Work Loan became null and void. Purchased identifiable intangible assets are amortized on a straight-line basis over their respective useful lives. The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting gain on bargain purchase. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date: G uangxi Z I ., Ltd (USD in thousands) Total cash consideration (1) $ - Total Purchase Consideration $ - Less: Debt-free net working capital $ 613 Property and equipment 13 Intangible assets - Licenses 1,926 Intangible assets - customer relationship (1) 248 Deferred Tax liability (2) (544 ) Fair value of net assets acquired $ 2,256 Noncontrolling interest $ (3,231 ) Gain on equity interest 1,128 Equity investment - Change in investment (2,103 ) Goodwill value (3) $ (153 ) (1) The customer database value is based on the cost to recreate, as indicated by management. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 26%. (3) The goodwill is not deductible for tax purposes. |
All Weather Transaction
All Weather Transaction | 12 Months Ended |
Dec. 31, 2021 | |
All Weather Transaction [Abstract] | |
ALL WEATHER TRANSACTION | NOTE 14 - On July 1, 2021, we entered into a transaction through Bokefa, with the shareholders of All Weather, a local Chinese entity with business and operations in the insurance brokerage business. Pursuant to the transaction, we granted loans to All Weather’s shareholders through a frame work loan (the “AW Frame Work Loan”) the amount of up to RMB 30,000 (approximately $4,700) (“AW Frame Work Loan Amount”) which is designated, if exercised, to be used as a working capital loan for All Weather. As of December 31, 2021, RMB 30,000 (approximately $4,700) was drawn down from the AW Frame Work Loan for working capital. In consideration for the AW Frame Work Loan, the parties entered into various additional agreements which include: (i) a pledge agreement pursuant to which the shareholders have pledged their shares for the benefit of Bokefa in order to secure the AW Frame work Loan Amount (ii) an exclusive option agreement pursuant to which Bokefa has an exclusive option to purchase the entire issued and outstanding common shares of All Weather from the shareholders (“Option Agreement”) under such terms set forth therein (iii) an entrustment agreement and power of attorney agreement pursuant to which the shareholders irrevocably entrusted and appointed Bokefa as their proxy and trustee to exercise on their behalf any and all rights under applicable law and the articles of association of All Weather in the shareholder’s equity interest in All Weather (iv) a business cooperation agreement and a master exclusive service agreement which grants Bokefa rights related to All Weather’s business and operations in order to secure repayment of the AW Frame Work Loan Amount. This transaction was structured pursuant to a Variable Interest Entity Structure (in which we do not hold the shares). As such, and given our direct ownership in Bokefa and its contractual arrangements with All Weather, we are regarded as All Weather’s controlling entity and primary beneficiary of All Weather’s business. We have, therefore, consolidated the financial position and operating results of All Weather into our consolidated financial statements, using the fair value of the assets and liabilities of All Weather in accordance with U.S. GAAP. Purchased identifiable intangible assets are amortized on a straight-line basis over their respective useful lives. The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting gain on bargain purchase. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date: All Weather, Purchase Price Allocation (USD in thousands) Total cash consideration (1) $ - Total Purchase Consideration $ - Less: Debt-free net working capital $ (105 ) Property and equipment 153 Right of use assets 208 Lease liabilities (258 ) Intangible assets - licencs (1) 849 Intangible assets - customer relationship (1) 54 Deferred Tax liability (2) (226 ) Fair value of net assets acquired $ 675 Noncontrolling interest $ (675 ) Change in investment (675 ) Goodwill value (3) $ - (1) The customer database value is based on the cost to recreate, as indicated by management. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 25%. (3) The goodwill is not deductible for tax purposes. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segments [Abstrsct] | |
SEGMENTS | NOTE 15 — SEGMENTS ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. Operating segments are based upon our internal organization structure, the manner in which our operations are managed and the availability of separate financial information. As a result of our acquisition of GFHI on July 1, 2020, we currently serve the marketplace, through our operating subsidiaries, as a financial technology company (Fintech Industry) targeting the Chinese marketplace as well as other areas of the world. We have built and/or, are in the process of building, various platforms to capitalize on business opportunities in a range of verticals and technology segments including stock trading and wealth management and insurance brokerage services. We will continue to increase the capabilities of our platforms through acquisition and/or the licensing of different technologies to support our efforts in the different market segments. By building secure, reliable and scalable platforms with high volume processing capability, we intend to provide customized solutions that address the needs of a highly diverse and broad client base. First, we have launched our insurance platform, operated by GFHI, for the Chinese market and have been generating revenues in GFHI. While the revenues were not material in 2020, these revenues are building and we expect these revenues to continue to grow as this business establishes itself in the market as a reputable service available to consumers Secondly, we are currently in the process of launching our securities trading software platform and accelerating the development and business around this segment. This is possible due to the recent completion of the acquisition of Magpie (formerly: Huapei) on February 26, 2021. As a result of such acquisition, we have obtained the necessary licenses and permits to operate our online platform in the Hong Kong stock exchange. As we begin development of our oil and gas trading platform, we are looking to partner with an established and reputable Chinese organization to build out our technology, which will support two major elements of China’s energy sector. During the period between June 23, 2020, and May 9, 2021 we have held a controlling interest in Micronet, and we have presented our mobile resource management (“MRM”) business operated by Micronet as a segment. As of May 9, 2021, the Company’s ownership interest was diluted and, as a result, we no longer include Micronet’s operating results in our consolidated financial statements. The following table summarizes the financial performance of our operating segments: Year ended December 31, 2021 (USD in thousands) Verticals Mobile Online Consolidated Revenues from external customers $ 54,932 726 18 $ 55,676 Segment operating loss (9,604 ) (1) (827) (2) (7,504 ) (17,935 ) Non allocated expenses (19,961 ) Finance expenses and other (1,053 ) Consolidated loss before provision for income taxes $ (38,949 ) (1) Includes $2,931 of intangible assets amortization, derived from GFHI acquisition. (2) Includes $103 of intangible assets amortization, derived from Micronet consolidation. Year ended December 31, 2020 (USD in thousands) Verticals Mobile Consolidated Revenues from external customers $ 299 $ 874 $ 1,173 Segment operating loss (2,695 )(1) (1,433 )(2) (4,128 ) Non allocated expenses (12,451 ) Finance expenses and other (7,383 ) Consolidated loss before provision for income taxes $ (23,962 ) (1) Includes $1,466 of intangible assets amortization, derived from GFHI acquisition. (2) Includes $206 of intangible assets amortization, derived from Micronet. The following table summarizes the financial statements of our balance sheet accounts of the segments: As of December 31, 2021 (USD in thousands) Verticals Mobile Online Consolidated Assets related to segments $ 86,474 (1) $ - 60,581 (3) $ 147,055 Non allocated Assets - 30,756 Liabilities related to segments (23,516 )(2) - (3,953 ) (27,469 ) Non allocated liabilities - - - (2,620 ) Total Equity $ 147,722 (1) Includes $19,292 of intangible assets and $19,788 goodwill, derived from GFHI’s acquisition. (2) Includes $3,728 of deferred tax liability, derived from GFHI acquisition. (3) Includes $1,222 of intangible assets. As of December 31, 2020 (USD in thousands) Verticals Mobile Online Consolidated Assets related to segments $ 7,037 $ 7,017 - $ 14,054 Non allocated Assets - - - 63,679 Liabilities related to segments (638 ) (2,861 ) - (3,499 ) Non allocated liabilities - - - (8,538 ) Total Equity $ 65,696 |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2021 | |
Trade Accounts Receivable, Net [Abstract] | |
TRADE ACCOUNTS RECEIVABLE, NET | NOTE 16 — TRADE ACCOUNTS RECEIVABLE, NET For the year ended December 31, 2021 and the year ended December 31, 2020, accounts receivable were comprised of the following: December 31, December 31, 2021 2020 (USD in thousands) Trade accounts receivable $ 20,485 $ 528 Allowance for doubtful accounts (2,606 ) (5 ) $ 17,879 $ 523 Movement of allowance for doubtful accounts for the fiscal year ended December 31, 2021 and the fiscal year ended December 31, 2020 are as follows: December 31, December 31, 2021 2020 (USD in thousands) Beginning balance $ 5 $ 116 Provision (recovery) 2,574 (111 ) Exchange fluctuation 32 Decrease due to deconsolidation of Micronet (5 ) - $ 2,606 $ 5 |
Supplementary Financial Stateme
Supplementary Financial Statements Information | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Assets [Abstract] | |
SUPPLEMENTARY FINANCIAL STATEMENTS INFORMATION | NOTE 17 — SUPPLEMENTARY FINANCIAL STATEMENTS INFORMATION A. Other Current Assets: December 31, December 31, 2021 2020 (USD in thousands) Prepaid expenses $ 1,715 $ 1,300 Advance to suppliers 4,027 230 Deposit 1,335 - Business advance to employee 1,444 - Other receivables 1,033 226 $ 9,554 $ 1,756 B. Other Current Liabilities: December 31, (USD in thousands) 2021 2020 Employees and wage-related liabilities $ 500 $ 396 Government departments and agencies payable - 56 Payment received by customers in advance 73 260 Accrued expenses 1,802 4,174 Income tax payable 365 - Advance income - 92 Other tax payable 273 - Advances from employee 990 - Deposit 364 - Due to insurance companies 142 - Other 405 17 $ 4,914 $ 4,995 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related parties [Abstract] | |
RELATED PARTIES | NOTE 18 — RELATED PARTIES Current assets – related parties December 31, December 31, 2021 2020 (USD in thousands) Shareholders of All Weather $ 3,680 $ - Convertible loan to Micronet (1) 535 - Shareholders of Guangxi Zhongtong 919 - $ 5,134 $ - (1) Micronet’s Convertible loan- as discussed in Note 10. Current liabilities – related parties December 31, December 31, 2021 2020 (USD in thousands) Yulan WU, legal representative of Beijing Fucheng $ - $ 156 Shareholders of All Weather 4 - Beijing Internet New Network Technology Development Co., Ltd - 7 $ 4 $ 163 Darren Mercer, our Chief Executive Officer and a director, presently owns, with certain family members and related parties, approximately one third of the issued and outstanding shares of GFH and is the sole officer and one of three directors of GFH. In addition, prior to the closing the transactions contemplated by the agreement and plan of merger, entered into on November 7, 2019 and amended and restated on April 15, 2020 by and among MICT, GFH Intermediate Holdings Ltd., a British Virgin Islands company (“Intermediate”), MICT Merger Subsidiary Inc., a British Virgin Islands company and a wholly-owned subsidiary of MICT (“Merger Sub”) and GHF as the sole shareholder of Intermediate, pursuant to which the Merger Sub merged with and into Intermediate, with Intermediate continuing as the surviving entity, as a result of which GFH became a wholly owned subsidiary of MICT (the “Merger”). Mr. Mercer was the sole officer and director of Intermediate. On April 2, 2020, Darren Mercer, current board member of the Company, was appointed, the interim Chief Executive Officer of the Company and was given a fee of $25 per month for his services to the Company. Effective on July 1, 2020 the board of directors approved the following consideration for Darren Mercer: (i) An annual base fee will be $495 per year and, (ii) a signing bonus of $100 and, (iii) a total annual bonus in accordance with the bonus program adopted by the Company from time-to-time with a target bonus opportunity equal to 100% of the Base Fee, With respect to a Target Bonus for a given year, the Company shall award up to 40% of such Target Bonus, as it so determines, on the basis of Mr. Mercer’s performance in the first six months of the year and up to the remaining 60% of such Target Bonus on the basis of Mr. Mercer’s performance in the remaining 6 months of the year. In addition, the Board of Directors may declare and grant a discretionary bonus for Mr. Mercer based on various targets and performance criteria to be established by the Board of Directors. The evaluation of the performance of Mr. Mercer as measured by the applicable targets and the awarding of applicable bonuses, if any, shall be at the sole discretion of the Board of Directors. On December 21, 2020, the board of directors approve additional $200 bonus. The agreement shall end on the third anniversary of the Start Date. The engagement above was formalized in the foam of independent contractor. Effective on October 2021, the board of directors approve Darren Mercer (“Executive”) new employment terms as follows: (i) an annual base salary fee will be $800 and, (ii) a total annual bonus in accordance with the bonus program adopted by the Company from time-to-time. The Target Bonus amount for Executive’s work in the calendar year 2021 shall be $913. Executive’s Target Bonus opportunities for his work in the calendar years 2022 and 2023 shall be $1,200. The annual bonus under this Section 3(b), if any, shall be payable at the discretion of the Company based on achievement of performance metrics to be established by the Board for each year, including, for calendar years 2022 and 2023. Such metrics shall include goals based on revenue generated Executive’s consulting businesses. Executive must be employed by the Company on the date of payment in order to earn and receive any above, except in the event of termination without Cause or resignation for Good Reason (as such terms are include In the Agreement). In addition, the As of December 31, 2021, Professor Yehezkel (Chezy) Ofir, held options to purchase 365,000 shares, 5,000 of which were granted on April 29, 2013 and 5,000 of which were granted on November 11, 2014, each exercisable at an exercise price of $4.30 per share. Such options vested within three years following the date of grant. In addition, options to purchase 10,000 shares were granted to each director listed above on June 6, 2018 at an exercise price of $1.32 per share and options to purchase 15,000 shares were granted to each director listed above on August 13, 2018 at an exercise price of $1.4776 per share. And options to purchase 300,000 shares were granted to each director above on March 9, 2020 at an exercise price of $1.41 per share. All of the options have vested. And options to purchase 30,000 shares were granted on May 23, 2021 at an exercise price of $1.81 per share. Out of which 350,000 of the options have vested. As of December 31, 2021, Mr. Robert Benton, held options to purchase 80,000 shares, the options to purchase 80,000 shares were granted to him on May 23, 2021 at an exercise price of $1.81 per share. Out of which 40,000 of the options have vested. As of December 31, 2021, Mr. John McMillan Scott held options to purchase 260,000 shares, the options to purchase 100,000 shares were granted to him on July 7, 2020 at an exercise price of $1.41 per share. And the options to purchase 160,000 shares were granted to him on May 23, 2021 at an exercise price of $1.81 per share. Out of which 180,000 of the options have vested. Of the 20,000,000 new shares of our common stock that will be reserved for issuance under the LTIP pursuant to the 2020 Incentive Plan, 13,000,000 of such shares shall be reserved for awards to incentivize certain Company or its subsidiaries insiders including employees and officers) to meet critical commercial milestones (collectively, the “Long Term Incentive Plan”, or the “LTIP”). Examples of such milestones include: negotiation and entrance by MICT into certain material agreements in the recycled metal industry, negotiation and entrance by MICT into certain material agreements in the oil and gas industry, negotiation and entrance by Micronet into certain transformative agreements or other arrangements, certain significant acquisitions of other businesses, and stock price and overall performance of the Company. Individuals contemplated to receive awards under the LTIP include Darren Mercer, the Chief Executive Officer, and certain individuals associated with Intermediate before the completion of the Merger and who are now employed by or consultants of the Company. Awards granted under the LTIP shall be subject to the satisfaction of certain performance vesting conditions. On May 17, 2021, the Company’s Board unanimously approved a grant of 6,000,000 fully vested shares of common stock of the Company to Mr. Darren Mercer, the Company’s Chief Executive Officer. The issuance of the shares was pursuant to the Company’s long term incentive plan as previously approved by the stockholders and negotiated in connection with the Company’s acquisition of Global Fintech Holdings Limited. The Board unanimously agreed to issue the shares in recognition of Mr. Mercer’s direct contribution to achieving numerous key deliverables including: (i) the completion of several acquisitions, including those of Fucheng Insurance and Magpie; (ii) obtaining regulatory approval from the Hong Kong SFC regarding the acquisition of Magpie; (iii) the execution of several major commercial contracts and partnerships, including with a number of major insurance agents and one of China’s largest payment service providers; (iv) the execution of an exclusive partnership with the Shanghai Petroleum and Natural Gas Trading Center to which allows MICT to provide financial services to its customers; (v) the successful launch of the insurance business in December 2020 and the delivery of significant revenues and revenue growth in Q1 2021; and (vi) the completion of capital raises totaling in excess of $140,000 and broadening the Company’s institutional investor base. On May 17, 2021, the Board unanimously approved a grant of 300,000 fully vested shares of common stock of the Company to Richard Abrahams, Magpie’s Chief Executive Officer. Our 2012 Stock Incentive Plan (the “2012 Incentive Plan”) was initially adopted by the Board on November 26, 2012 and approved by our stockholders on January 7, 2013 and subsequently amended on September 30, 2014, October 26, 2015, November 15, 2017 and November 8, 2018. Under the 2012 Incentive Plan, as amended, up to 5,000,000 shares of our common stock, are currently authorized to be issued pursuant to option awards granted thereunder. On May 17, 2021, May 23, 2021 and June 28, 2021, the Company granted 125,000, 370,000 and 245,000 options, with an exercise price of $1.41, $1.81 and $2.49, respectively, of which 310,000 options vested as of December 31, 2021. This resulted in a stock-based compensation expense of approximately $708 recorded for the twelve months ended December 31, 2021, based on a fair value determined using a Black-Scholes model. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 19 — OPERATING LEASES The Company follows ASC No. 842, Leases. The Company has operating leases for its office facilities. The Company’s leases have remaining terms of approximately 4 years. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. The following table provides a summary of leases by balance sheet location for the year ended December 31, 2021 and the year ended December 31, 2020: Assets/liabilities December 31, December 31, (USD in thousands) 2021 2020 Assets Right-of-use assets $ 1,921 $ 291 Liabilities Lease liabilities- current portion $ 1,298 $ 107 Lease liabilities- long term 691 164 Total Lease liabilities $ 1,989 $ 271 The operating lease expenses for the year ended December 31, 2021 and 2020 were as follows: (USD in thousands) Year ended 2021 2020 Operating lease cost $ 1,440 $ 343 Maturities of operating lease liabilities for the year ended December 31, 2021 were as follows: (USD in thousands) Year ended 2022* 1,130 2023 704 2024 283 2025 18 2026 2 Total lease payment 2,137 Less: imputed interest (104 ) Total 2,033 * include operating leases with a term less than one year. Lease term and discount rate December 31, Weighted-average remaining lease term (years) – operating leases 2.17 Weighted average discount rate – operating leases 4.89 % |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Provision for Income Taxes [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 20 — PROVISION FOR INCOME TAXES A. Basis of Taxation United States: 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 21% in 2019 and in the year ended December 31, 2021 and 2020. As of December 31, 2021 the operating loss carry forward were $34,884, among which there was $5,115 expiring from 2025 through 2037, and the remaining $29,768has no expiration date. Israel: The Company’s Israeli subsidiaries and associated are governed by the tax laws of the state of Israel which had a general tax rate of 23% in the year ended December 31, 2021 and 2020. As of December 31, 2021 the operating loss carry forward were $5,874, which does not have an expiration date. Mainland China: The Company’s Chinese subsidiaries in the PRC are subject to the PRC Corporate Income Tax Law (“CIT Law”) and are taxed at the statutory income tax rate of 25%. As of December 31, 2021 the operating loss carry forward was $6,174, which will expire from 2025 through 2026. Hong Kong: Our subsidiaries incorporated in Hong Kong, such as Magpie Securities Limited, BI Intermediate Limited, are subject to Hong Kong profit tax on their profits arising from their business operations carried out in Hong Kong. Hong Kong profits tax for a corporation from the year of assessment 2018/2019 onwards is generally 8.25% on assessable profits up to HK$2,000; and 16.5% on any part of assessable profits over HK$2,000. Under the Hong Kong Inland Revenue Ordinance, profits that we derive from sources outside of Hong Kong are generally not subject to Hong Kong profits tax. As of December 31, 2021, the tax loss carry forward was $8,198 for Magpie Securities Limited, and the operating loss carry forward was $2,934 for BI Intermediate Limited. Tax losses can be carried forward indefinitely until utilized. Singapore: Our subsidiaries incorporated in Singapore are subject to an income tax rate of 17% for taxable income earned in Singapore. Singapore does not impose a withholding tax on dividends for resident companies. In 2021, we did not incur any income tax as there was no estimated assessable profit that was subject to Singapore income tax. As of December 31, 2021, the operating loss carry forward was $8.884 subject to qualifying conditions, trade losses can be carried forward indefinitely while unutilized donations can be carried forward for up to 5 Years of Assessment. B. Provision for Taxes (USD in thousands) Year ended 2021 2020 Current Domestic $ 81 $ 5 Foreign 484 83 Total $ 565 88 Deferred Domestic $ $ Foreign (2,356 ) (414 ) Total $ (1,791 ) $ (326 ) C. 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. For the year ended December 31, 2021 and December 31, 2020, deferred tax assets were included in long-term deposit and prepaid expenses, and the Company’s deferred taxes were in respect of the following: December 31, December 31, (USD in thousands) 2021 2020 Deferred tax assets Provisions for employee rights and other temporary differences $ 260 $ 129 Provisions for bad debt 696 Net operating loss carry forward 12,034 9,564 Valuation allowance (11,226 ) (9,564 ) Deferred tax assets, net of valuation allowance 1,764 129 Deferred tax liabilities Recognition of intangible assets arising from business combinations (3,952 ) (4,256 ) Deferred tax assets (liabilities), net $ (2,188 ) $ (4,127 ) D. The reconciliation of income tax at the U.S. statutory rate to the Company’s effective tax rate as follows: 2021 2020 U.S. federal statutory rate 21 % 21 % Change in valuation allowance (16 )% (20 )% Effective tax rate 5 % 1 % |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2021 | |
Legal Proceedings [Abstract] | |
LEGAL PROCEEDINGS | NOTE 21 — LEGAL PROCEEDINGS In March 2017, MICT entered into an agreement with Sunrise Securities LLC (“Sunrise”) through Sunrise’s principal, Amnon Mandelbaum (the “Sunrise Agreement”), pursuant to which Sunrise agreed to assist MICT in identifying, analyzing, structuring, and negotiating suitable business opportunities, such as a sale of stock or assets, merger, tender offer, joint venture, financing arrangement, private placement, or any similar transaction or combination thereof. The parties initially disagreed as to the amount of the fee that would be payable upon the closing of the transactions contemplated by the reinstated merger agreement. There were also questions about the applicability of the Sunrise Agreement to the merger, and whether or not Sunrise was properly owed any transaction fee upon the closing of the said merger. In order to resolve the matter, the parties have executed a settlement and release agreement for the release and waiver of the above claims in consideration for the issuance of freely tradable shares of common stock of MICT worth no less than $1,500 (the “Shares”), which Shares were delivered as follows: (i) 67.5% of the Shares to Amnon Mandelbaum; (ii) 7.5% of the Shares to INTE Securities LLC; and (iii) 25% of the Shares to Amini LLC. In addition, by no later than February 16, 2021, MICT would issue 200,000 warrants to purchase 200,000 freely tradable registered shares of common stock of MICT and deliver original copies of such warrants within five business days of the date of issuance of the warrants. The Shares issuable upon exercise of the warrants would be registered on a registration statement. 150,000 of these warrants were issued to Amnon Mandelbaum and 50,000 of these warrants were issued to Amini LLC, or its designee as named in writing. Each warrant was exercisable into one share of registered common stock of MICT until one year after the date of issuance of the warrants at an exercise price of $1.01 per share, and in any other respects, on the same material terms and conditions as are applicable to MICT’s current outstanding warrants including, but not limited to: (i) cashless exercise at all times from the date of issuance of the warrants until to the expiration dates of the warrants, (ii) certain exercise price adjustments, and (iii) other terms that are no less favorable to MICT’s recently issued common stock purchase warrant agreements. MICT was not able to timely file a registration statement to register the Shares, and Shares underlying the warrants per the settlement agreement. The Sunrise parties notified MICT that it has breached the settlement agreement. Subsequently, on March 30, 2021, MICT and the Sunrise parties signed an amended settlement agreement whereby MICT was obligated to make a $1,000 payment by March 31, 2021 and the share dollar amount set forth above was reduced from $1,500 to $500. MICT made the $1,000 payment. Furthermore, if MICT was not able to file a registration statement with the Securities and Exchange Commission for the Shares by June 4, 2021, we were required to make a $600 payment to settle the matter in full and Sunrise would not receive any MICT shares. On July 1, 2021, MICT made the $600 payment since there was a disagreement as to whether or not the registration statement was timely filed. This matter with Sunrise is now fully settled. On September 22, 2020, the Company entered into a settlement and release agreement with Craig Marshak, (“Marshak”), in connection with a claim filed by Marshak against the Company and additional defendants. Pursuant to the settlement, and in consideration for a customary release and waiver for the benefit of MICT, MICT agreed to pay Marshak a sum of $125 in cash. Marshak then dismissed such claim. On January 15, 2021 the parties executed an amendment to the settlement and release agreement for the payment to Marshak of $315 in exchange for the tender back of 60,000 of the Company’s shares that were promised to Marshak as part of the settlement and release agreement. The $315 payment was made and this matter is settled in full. On December 31, 2017, MICT, Enertec Systems 2001 Ltd., (“Enertec Systems”), previously our wholly-owned subsidiary, and Enertec Management Ltd., (“Enertec Management”) entered into a share purchase agreement (the “Share Agreement”), with Coolisys Technologies Inc., (“Coolisys”), a subsidiary of DPW Holdings, Inc. (“DPW”). Per the Share Agreement, Coolisys agreed to pay, at the closing of the transaction, a purchase price of $5,250 and assume up to $4,000 of Enertec Systems’ debt. On May 22, 2018, MICT closed on the sale of all of the outstanding equity of Enertec Systems. Upon Closing, MICT received gross proceeds of approximately $4,700, of which 10% was to be held in escrow (“Escrow Amount’) for up to 14 months after the Closing in order to satisfy any potential indemnification claims. The final consideration amount was adjusted due to Enertec Systems’ debts at the Closing. In addition, Coolisys also assumed approximately $4,000 of Enertec Systems’ debt. In conjunction with, and as a condition to, the Closing, the Company, Enertec Systems, Coolisys, DPW and Mr. David Lucatz, our former Chief Executive Officer and director, executed a consulting agreement, (the “Consulting Agreement”). Pursuant to the Consulting Agreement, we, via Mr. Lucatz, provided Enertec Systems with certain consulting and transitional services over a 3-year period as necessary (but in no event did the services exceed 20% of Mr. Lucatz’s time). Coolisys (via Enertec Systems) was obligated to pay us an annual consulting fee of $150 and to issue to us 150,000 restricted shares of DPW Class A common stock, (the “DPW Shares”). The DPW Shares were to be issued in three equal installments, with the initial installment vesting the day after the Closing and the remaining installments vesting on each of the first two (2) anniversaries of the Closing. The rights and obligations under the Consulting Agreement were assigned to Mr. Lucatz along with the DPW Shares. Coolisys alleged the Company was in breach of the Share Agreement, and the Escrow Amount remained in escrow. On July 21, 2020, MICT management and MICT (the “Seller Parties”) received a statement of claim filed in the District Court of Tel Aviv (the “Court”) by Coolisys against the Seller Parties and its Board members for the approximate amount of $2,500, (the “Claim”). Pursuant to the Claim, Coolisys alleged that certain misrepresentations in the Share Agreement resulted in losses to Coolisys and requested, among other things, that the Court instruct the release of the Escrow Amount held by the escrow agent to Coolisys. The Company filed its defense to the Claim on December 15, 2020. On September 14, 2021, the Court adopted a verdict giving effect to the parties settlement agreement pursuant to which the Claim was rejected. The parties have mutually released and waived all claims against the other and in consideration for the aforementioned, the Escrow Amount was released to Coolisys. |
Accrued Severance Pay, Net
Accrued Severance Pay, Net | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
ACCRUED SEVERANCE PAY, NET | NOTE 22 — 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, (USD in thousands) 2021 2020 Accrued severance pay $ 56 $ 157 Less - amount funded - 4 $ 56 $ 153 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 23 — LOSS PER SHARE: Net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common shares equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. The following table sets forth the computation of basic and diluted net earnings (losses) per share attributable to MICT Inc: Year ended (USD in thousands) 2021 2020 Numerator: Amount for basic loss per share $ (36,428 ) $ (22,992 ) Effect of dilutive instruments - - Amount for diluted loss per share (36,428 ) (22,992 ) Denominator: Denominator for basic earnings per share - weighted average of shares 112,562,199 27,623,175 Loss per share attributable to MICT Inc.: Basic and diluted continued operation $ (0.32 ) $ (0.83 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 24 — SUBSEQUENT EVENTS On May 10, 2022, Tingo, Inc., a Nevada corporation (“Tingo” or the “Seller”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MICT Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of MICT (“Merger Sub”), and MICT, Inc., a Delaware corporation. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Tingo (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Seller continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of MICT. As a result of the Merger, all of the issued and outstanding capital stock of the Seller immediately prior to the Closing, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right for each Seller Stockholder to receive its Pro Rata Share of the Merger Consideration, upon the terms and subject to the conditions set forth in the Merger Agreement. As consideration for the Merger, the Seller Security Holders collectively shall receive from MICT, in the aggregate, a number of shares of MICT Common Stock equal to (the “Merger Consideration”) the product of (a) 3.44444 and (b) the number of shares of MICT Pre-Closing Common Stock (the total portion of the Merger Consideration amount payable to all Seller Stockholders in accordance with the Merger Agreement). This will result in Tingo shareholders receiving new MICT common shares in an amount equal to approximately 77.5% in the combined company, and current MICT shareholders owning approximately 22.5% on a fully diluted basis following the closing, with a combined estimated group value of $4.09 billion. On June 15, 2022, Tingo, Merger Sub and MICT entered into an Amended and Restated Agreement and Plan of Merger, following the completion of extensive due diligence by MICT and its advisors. including financial due diligence, tax due diligence and quality of earnings analysis by Ernst & Young, financial analysis by Houlihan Lokey, legal, operational, corporate and local due diligence by the Nigerian office of Dentons and corporate due diligence and securities due diligence by Ellenoff Grossman & Schole. In accordance with US GAAP, upon Closing, which is subject to Tingo stock holder approval, MICT stock holder approval, the satisfaction of regulatory requirements and the Registration Statement having been declared effective by the SEC, the Merger will be accounted for by MICT in its consolidated financial statements as a reverse acquisition. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 Company’s operations and business may still be subject to adverse effect due to the unprecedented conditions surrounding the spread of COVID-19 throughout North America, Israel, China and the world. Although currently the COVID-19 (due to the measures implemented to reduce the spread of the virus) have not had a material adverse effect on the Company consolidated financial reports; there can be no assurance that Company’s financial reports will not be affected in the future from COVID-19 or resulting from restrictions and other government actions. |
Principle of Consolidation | Principle of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries and variable interest entities. All significant inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation. |
Foreign currency translation and transaction | Foreign currency translation and transaction The reporting currency of the Company is the U.S. dollar. The Companies in China conducts their businesses in the local currency, Renminbi (RMB), as its functional currency. The Companies in Israel conducts their businesses in the local currency, New Israeli Shekel (NIS), as its functional currency. The Companies in Hong Kong conducts their businesses in the local currency, Hong Kong Dollar (HKD), as its functional currency. Assets and liabilities are translated at the noon buying rate in the City of New York for cable transfers of RMB, NIS and HKD as certified for customs purposes by the Federal Reserve Bank of New York at the end of the period. The statement of operations accounts is translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. As of December 31, 2021 and 2020, substantially all of the Company’s subsidiaries operating activities and major assets and liabilities, are denominated in foreign currency. All foreign exchange transactions take place through either the authorized financial institutions at exchange rates quoted by People’s Bank of China (“PBOC”) or by Bank of Israel. The value of foreign currency is subject to change in central government policies and international economic and political developments affecting supply. When there is a significant change in value of foreign currency, the gains and losses resulting from translation of financial statements of a foreign subsidiary will be significant affected. RMB was changed from 6.3726 RMB into US$1.00 at December 31, 2021 to 6.525 RMB into US$1.00 at December 31, 2020, and the average rate for the twelve month ended December 31, 2021 were 6.4508 RMB. ILS was changed from 3.11 ILS into US$1.00 at December 31, 2021 to 3.215 ILS into US$1.00 at December 31, 2020, and the average rate for the twelve month ended December 31, 2021 were 3.229 ILS. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our consolidated financial statements include the useful lives of plant and equipment and intangible assets, impairment of long-lived assets, goodwill, intangible assets, allowance for doubtful accounts, revenue recognition, allowance for deferred tax assets and uncertain tax position. Actual results could differ from these estimates. |
Cash | Cash Cash consists of cash on hand, demand deposits and time deposits placed with banks or other financial institutions and have original maturities of less than three months. |
Accounts receivable, net | Accounts receivable, net Accounts receivable include trade accounts due from customers. Accounts are considered overdue after thirty (30) days from payment due date. In establishing the required allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of December 31, 2021 and December 31, 2020, allowance for doubtful accounts amounted to $2,606 and approximately $5, respectively. |
Restricted Cash | Restricted Cash The Company as an insurance broker is required to reserve 10% of its registered capital in cash held in an escrow bank account pursuant to the China Insurance Regulatory Commission (“CIRC”) rules and regulations. As of December 31, 2021 and 2020, restricted cash amounted to $2,417 and $0 respectively. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
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 and amortization. Depreciation and amortization is calculated by the straight-line method over their estimated useful lives. Annual rates of depreciation are as follows: Category Useful Life Machinery and equipment 3-7 years Furniture and fixtures 3-14 years Transportation equipment 4-7 years Leasehold improvements Over the shorter of lease term or life of the assets 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 operations 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, and also from our Hong Kong (“HK”) online stock trading platform segment. |
Earnings (Loss) per Share | Earnings (Loss) per Share Net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common shares equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. |
Segment reporting | Segment reporting ASC Topic 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (the “CODM”), which is comprised of certain members of the Company’s management team. |
Operating leases | Operating leases The Company follows ASC No. 842, Leases. The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use assets (“ROU assets”) represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of December 31, 2021 and December 31, 2020. The operating lease is included in right-of-use assets and lease liability on the consolidated balance sheets. |
Investments | Investments The Company accounts for its equity investment over which it has significant influence but does not own a majority equity interest or otherwise control, using the equity method. The Company adjusts the carrying amount of the investment and recognizes investment income or loss for its share of the earnings or loss of the investee after the date of investment. The Company assesses its equity investment for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, operating performance of the entity, including current earnings trends and undiscounted cash flows, and other entity-specific information. The fair value determination, particularly for investments in a privately held entity, requires judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investment and determination of whether any identified impairment is other-than-temporary. As of December 31, 2021, the Company owned 36.80% of shares in Micronet which was accounted for under equity method. As of December 31, 2021, the Company owned 24% of the shares in Beijing Fucheng and controlled the remaining 76% through contractual arrangements as discussed in Note 1. Beijing Fucheng was therefore 100% consolidated in the consolidated financial statements. |
Fair value measurement | Fair value measurement The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. |
Intangible assets | Intangible assets The Company’s intangible assets with definite useful lives primarily consist of licensed software, capitalized development costs, platform system, and land-use rights. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives. The Company did not record any impairment of intangible assets as of December 31, 2021 and December 31, 2020. Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Useful Life License & software indefinite useful life and some of them for 10 years Technology know-how 6 years Trade name/ trademarks indefinite useful life and some of them for 5 years Customer relationship 5-10 years |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. We test goodwill for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. On January 26, 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The standard simplifies the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the estimated fair value of the specified reporting units in their entirety. This eliminated the second step of the previous impairment model that required companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those estimated fair values and a residual measurement approach. It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company did not record any impairment of goodwill as of December 31, 2021 and December 31, 2020. |
Revenue Recognition | Revenue Recognition We recognize our revenue under ASC 606. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. It also requires us to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. We recognize revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which we expect to be entitled in such exchange. We identify contractual performance obligations and determines whether revenue should be recognized at a point in time or over time, based on when control of goods and services are provided to customers. We use a five-step model to recognize revenue from customer contracts. The five-step model requires us to (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur; (iv) allocate the transaction price to the respective performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligation. We derive our revenues from sales contracts with our customers with revenues being recognized upon performance of services. Our contracts with customers generally do not include a general right of return relative to the delivered products or services. We applied practical expedient when sales taxes were collected from customers, meaning sales tax is recorded net of revenue, instead of cost of revenue, which are subsequently remitted to governmental authorities and are excluded from the transaction price. With respect to Micronet applicable revenue recognition U.S. GAAP requirements, Micronet implements a revenue recognition policy pursuant to which it recognizes its revenues 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 discretion needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, Micronet no longer has physical possession of the product and will be entitled at such time to receive payment while relieved from the significant risks and rewards of the goods delivered. For most of Micronet’s products sales, control transfers when products are shipped. The Company’s revenues from the insurance division are generated from: a) providing customers with marketing promotion and information drainage services, which is to charge information service fees according to the customer traffic information provided to customers with business needs; b) to providing insurance brokerage services or insurance agency services on behalf of insurance carriers. With respect to the information drainage services and insurance brokerage services applicable to revenue recognition U.S. GAAP requirements, the company implements a revenue recognition policy pursuant to which it recognizes its revenues 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. Our performance obligation to the insurance carrier is satisfied and commission revenue is recognized at the point in time when an insurance policy becomes effective. The Company provides customers with information drainage services and settles service charges with customers on the monthly basis. Performance obligation is satisfied at point in time when the requested information is delivered to the customer. The Company’s revenues from the online stock trading platform are generated from stock trading commission income. Magpie provides trade execution to its customers. Commission revenue is recognized when transfer of control occurs. Trade execution performance obligation generally occurs on the trade date because that is when the underlying financial instrument (for a purchase) or purchaser (for a sale) is identified and the pricing is agreed upon. In accordance with ASC 606-10-55, Revenue Recognition: Principal Agent Considerations, the Company considers several factors in determining whether it acts as the principal or as an agent in the arrangement of merchandise sales and provision of various related services and thus whether it is appropriate to record the revenues and the related cost of sales on a gross basis or record the net amount earned as service fees. For insurance brokerage services, we have identified our promise to sell insurance policies on behalf of the insurance carriers as the performance obligation in our contracts with the insurance carriers. |
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 basis 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. MICT and its subsidiaries and VIEs within the jurisdiction of the United States, Israel and China are subject to a tax examination for the most recent three, four and five years, respectively. |
Stock Based Compensation | Stock-Based Compensation Stock-based compensation granted to the Company’s employees and consultants are measured at fair value on grant date and stock-based compensation expense is recognized (i) immediately at the grant date if no vesting conditions are required, or (ii) using the accelerated attribution method, net of estimated forfeitures, over the requisite service period. The fair value of restricted shares is determined with reference to the fair value of the underlying shares. At each date of measurement, the Company reviews internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the share-based awards granted by the Company, including but not limited to the fair value of the underlying shares, expected life, expected volatility and expected forfeiture rates. The Company is required to consider many factors and make certain assumptions during this assessment. If any of the assumptions used to determine the fair value of the stock-based compensation changes significantly, stock-based compensation expense may differ materially in the future from that recorded in the current reporting period. |
Reclassification | Reclassification Prior to the deconsolidation of Micronet, Micronet had been taking active steps to sell its building within the year 2021. The company reclassified the related assets which were previously included in property and equipment, net and intangible assets, net to held-for-sale as of December 31, 2020. |
Impairment of Long-Lived Assets | Impairment of Long-Lived 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, 2021, and 2020, no indicators of impairment have been identified. |
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 loss, 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. |
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. The Company holds cash and cash equivalents, securities and deposit accounts at large banks in Israel, thereby substantially reducing the risk of loss. The Company performs ongoing credit evaluations of its loans to related parties for the purpose of determining the appropriate allowance impairment and has a convection feature as a collateral. An appropriate allowance for impairment is included in the accounts. |
Recent Accounting Pronouncements | Statutory reserves Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss. Segment reporting FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources, and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company determined that it has two operating segments and therefore two reportable segments as defined by ASC 280, which are central processing algorithm services and intelligent chips and services Recently issued accounting pronouncements In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-02 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. The Company does not expect the adoption of this ASU would have a material effect on the Company’s consolidated financial statements. In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables—Non-refundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning July 1, 2021. Early application is not permitted. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The Company is currently evaluating the impact of this new standard on the Company’s consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for annual periods beginning after December 15, 2020 for public business entities. Early application is permitted. The amendments in this Update should be applied retrospectively. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, “Business Combinations”. The amendments in this Update address how to determine whether a contract liability is recognized by the acquirer in a business combination and resolve the inconsistency of measuring revenue contracts with customers acquired in a business combination by providing specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination. The amendments in this Update apply to all entities that enter into a business combination within the scope of Subtopic 805-10, Business Combination-Overalls. For public business entities, ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, consolidated statements of operations, comprehensive loss and cash flows. |
Description of Business (Tables
Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of assets and liabilities | December 31, 2021 USD Current assets: Cash $ 1,260 Trade accounts receivable, net 2,462 Other current assets 4,550 Total current assets 8,272 Property and equipment, net 208 Intangible assets 5,718 Long-term prepaid expenses 48 Right of use assets 530 Restricted cash 1,632 Deferred tax assets 369 Total long-term assets 8,505 Total assets $ 16,777 Current liabilities: Short term loan from others $ 1,155 Trade accounts payable 697 Lease liability 4,583 Other current liabilities 2,401 Total current liabilities 8,836 Long-term liabilities: Lease liability 106 Deferred tax liability 224 Total long-term liabilities 330 Total liabilities $ 9,166 |
Schedule of net revenues, loss from operations and net loss | For the December 31, 2021 USD Net revenues $ 19,683 Loss from operations $ (1,883 ) Net loss $ (526 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Category Useful Life Machinery and equipment 3-7 years Furniture and fixtures 3-14 years Transportation equipment 4-7 years Leasehold improvements Over the shorter of lease term or life of the assets Computer equipment 3 years Useful Life License & software indefinite useful life and some of them for 10 years Technology know-how 6 years Trade name/ trademarks indefinite useful life and some of them for 5 years Customer relationship 5-10 years |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock options outstanding and exercisable | Options Outstanding Options Exercisable Number Weighted Average Number Exercise Price Years $ 38,000 0.25 38,000 4.30 50,000 0.25 40,000 1.32 30,000 0.25 30,000 1.4776 825,000 0.25 825,000 1.41 370,000 9.5 185,000 1.81 245,000 9.5 - 2.49 1,558,000 1,118,000 |
Schedule of stock option plan | 2021 2020 Number of Weighted Average Exercise Price Number of Weighted Average Exercise Price $ $ Options outstanding at the beginning of year: 1,158,000 2.24 1,167,000 2.34 Changes during the year: Granted 740,000 1.97 1,300,000 1.32 Exercised (60,000 ) 1.35 (1,198,000 ) 1.97 Forfeited (280,000 ) 1.41 (111,000 ) 2.81 Options outstanding at end of year 1,558,000 1.74 1,158,000 2.24 Options exercisable at year-end 1,118,000 1.57 1,138,000 2.36 |
Schedule of warrants outstanding | Warrants Outstanding Average Exercise Price Remaining Contractual Life Balance, December 31, 2020 12,994,545 $ 2.31 4 Granted 54,863,876 $ 2.81 4.5 Forfeited (2,544,055 ) $ 1.01 - Exercised (2,450,487 ) $ 1.01 - Balance, December 31, 2021 62,863,879 $ 2.854 4.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value | Fair value measurements December 31, 2020 (USD in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 29,049 - - $ 29,049 Total $ 29,049 - - $ 29,049 Fair value measurements December 31, 2021 (USD in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 94,930 - - $ 94,930 Total $ 94,930 - - $ 94,930 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of cost or net realizable value | December 31, (USD in thousands) 2021 2020 Raw materials $ - $ 1,639 Work in process and finished product - 363 $ - $ 2,002 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, (USD in thousands) 2021 2020 Building $ - $ 29 Computer equipment 309 90 Dies - 358 Furniture and fixtures 122 33 Machinery and equipment 153 40 leasehold improvement 203 - Transportation equipment 415 73 1,202 623 Less accumulated depreciation and amortization (525 ) (206 ) $ 677 $ 417 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net [Abstract] | |
Schedule of intangible assets | Useful December 31, December 31, (USD in thousands) years 2021 2020 Original amount: Technology know-how 6 $ 11,490 $ 13,070 Trade name/ trademarks Indefinite or 5 years 923 850 Customer relationship 5-10 years 4,802 4,910 License Indefinite or 10 years 8,498 - Software 10 172 - 25,885 18,830 Accumulated amortization: Technology know-how (2,873 ) (1,116 ) trade name/ trademarks (174 ) (71 ) Customer related intangible assets (1,355 ) (484 ) License (39 ) - Software (2 ) - (4,443 ) (1,671 ) Net $ 21,442 $ 17,159 |
Schedule of estimated future amortization of the intangible assets | 2022 $ 3,159 2023 3,154 2024 3,154 2025 onward 4,896 Total $ 14,363 |
Short-Term Loans from Banks a_2
Short-Term Loans from Banks and Others (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of composition | Total Short-term loan Interest rate Linkage December 31, (USD in thousands) % basis 2021 2020 Due to banks Prime plus 2.5% NIS $ - 884 Due to others RMB $ 1,657 - $ 1,657 884 |
Equity Investment in Micronet (
Equity Investment in Micronet (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Investment in Micronet [Abstract] | |
Schedule of net revenues and net loss | Year ended Year ended December 31, December 31, (USD in thousands) 2021 2020 Revenues $ 60,007 $ 2,262 Net loss $ (36,175 ) $ (26,419 ) |
Schedule of purchase price of acquisition | Total cash consideration $ 887 Total Purchase Consideration $ 887 Less: Debt-free net working capital $ 788 Property and equipment 661 Right of use assets 310 Other assets 26 Borrowings (1,675 ) Severance payable (95 ) Lease liabilities (101 ) Intangible assets - trade name/ trademarks 270 Intangible assets - developed technology 1,580 Intangible assets - customer relationship 410 Intangible assets - ground 215 Deferred Tax liability (362 ) Fair value of net assets acquired $ 2,027 Noncontrolling interest $ (2,172 ) Gain on equity interest (665 ) Equity investment (921 ) Change in investment (3,758 ) Goodwill value $ 2,618 |
Schedule of outstanding ordinary shares of micronets | May 9, USD Micronet’s fair value as of May 9, 2021 1,127 Net assets (6,185 ) Capital reserve from currency translation 134 Non-controlling interests 2,990 Net loss from loss of control (1,934 ) |
GFH Intermediate Holdings Ltd_2
GFH Intermediate Holdings Ltd Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
GFH Intermediate Holdings Ltd Acquisition [Abstract] | |
Schedule of net revenues and net loss | Year ended December 31, (USD in thousands) 2020 Revenues $ 1,173 Net loss $ (22,992 ) |
Schedule of purchase price allocation | Total share consideration (1) $ 32,050 Total Purchase Consideration $ 32,050 Less: Intangible assets - trade name/ trademarks $ 580 Intangible assets - developed technology 11,490 Intangible assets - Customer database (2) 4,500 Deferred Tax liability (3) (4,308 ) Fair value of net assets acquired $ 12,262 Goodwill value (4) $ 19,788 |
Beijing Fucheng Lianbao Techn_2
Beijing Fucheng Lianbao Technology Co., Ltd Transaction (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Beijing Fucheng Lianbao Technology Co., Ltd Transaction Table [Abstract] | |
Schedule of purchase price of allocation | Total cash consideration $ 5,711 Total Purchase Consideration $ 5,711 Less: Net working capital $ 926 Property and equipment 26 License 4,814 Current liabilities (55 ) Fair value of net assets acquired $ 5,711 |
Guangxi Zhongtong Insurance A_2
Guangxi Zhongtong Insurance Agency Co., Ltd Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations Disclosure [Abstract] | |
Schedule of purchase of allocation | Total cash consideration (1) $ - Total Purchase Consideration $ - Less: Debt-free net working capital $ 613 Property and equipment 13 Intangible assets - Licenses 1,926 Intangible assets - customer relationship (1) 248 Deferred Tax liability (2) (544 ) Fair value of net assets acquired $ 2,256 Noncontrolling interest $ (3,231 ) Gain on equity interest 1,128 Equity investment - Change in investment (2,103 ) Goodwill value (3) $ (153 ) |
All Weather Transaction (Tables
All Weather Transaction (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
All Weather Transaction [Abstract] | |
Schedule of purchase price of acquisition | Total cash consideration (1) $ - Total Purchase Consideration $ - Less: Debt-free net working capital $ (105 ) Property and equipment 153 Right of use assets 208 Lease liabilities (258 ) Intangible assets - licencs (1) 849 Intangible assets - customer relationship (1) 54 Deferred Tax liability (2) (226 ) Fair value of net assets acquired $ 675 Noncontrolling interest $ (675 ) Change in investment (675 ) Goodwill value (3) $ - |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segments [Abstrsct] | |
Schedule of the financial statements of balance sheet accounts of the segment | Year ended December 31, 2021 (USD in thousands) Verticals Mobile Online Consolidated Revenues from external customers $ 54,932 726 18 $ 55,676 Segment operating loss (9,604 ) (1) (827) (2) (7,504 ) (17,935 ) Non allocated expenses (19,961 ) Finance expenses and other (1,053 ) Consolidated loss before provision for income taxes $ (38,949 ) (1) Includes $2,931 of intangible assets amortization, derived from GFHI acquisition. (2) Includes $103 of intangible assets amortization, derived from Micronet consolidation. Year ended December 31, 2020 (USD in thousands) Verticals Mobile Consolidated Revenues from external customers $ 299 $ 874 $ 1,173 Segment operating loss (2,695 )(1) (1,433 )(2) (4,128 ) Non allocated expenses (12,451 ) Finance expenses and other (7,383 ) Consolidated loss before provision for income taxes $ (23,962 ) (1) Includes $1,466 of intangible assets amortization, derived from GFHI acquisition. (2) Includes $206 of intangible assets amortization, derived from Micronet. |
Schedule of the financial statements of balance sheet accounts of the segment | As of December 31, 2021 (USD in thousands) Verticals Mobile Online Consolidated Assets related to segments $ 86,474 (1) $ - 60,581 (3) $ 147,055 Non allocated Assets - 30,756 Liabilities related to segments (23,516 )(2) - (3,953 ) (27,469 ) Non allocated liabilities - - - (2,620 ) Total Equity $ 147,722 As of December 31, 2020 (USD in thousands) Verticals Mobile Online Consolidated Assets related to segments $ 7,037 $ 7,017 - $ 14,054 Non allocated Assets - - - 63,679 Liabilities related to segments (638 ) (2,861 ) - (3,499 ) Non allocated liabilities - - - (8,538 ) Total Equity $ 65,696 |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Trade Accounts Receivable, Net [Abstract] | |
Schedule of accounts receivable | December 31, December 31, 2021 2020 (USD in thousands) Trade accounts receivable $ 20,485 $ 528 Allowance for doubtful accounts (2,606 ) (5 ) $ 17,879 $ 523 |
Schedule of allowance for doubtful accounts | December 31, December 31, 2021 2020 (USD in thousands) Beginning balance $ 5 $ 116 Provision (recovery) 2,574 (111 ) Exchange fluctuation 32 Decrease due to deconsolidation of Micronet (5 ) - $ 2,606 $ 5 |
Supplementary Financial State_2
Supplementary Financial Statements Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Assets [Abstract] | |
Schedule of other current liabilities | December 31, December 31, 2021 2020 (USD in thousands) Prepaid expenses $ 1,715 $ 1,300 Advance to suppliers 4,027 230 Deposit 1,335 - Business advance to employee 1,444 - Other receivables 1,033 226 $ 9,554 $ 1,756 |
Schedule of other current liabilities | December 31, (USD in thousands) 2021 2020 Employees and wage-related liabilities $ 500 $ 396 Government departments and agencies payable - 56 Payment received by customers in advance 73 260 Accrued expenses 1,802 4,174 Income tax payable 365 - Advance income - 92 Other tax payable 273 - Advances from employee 990 - Deposit 364 - Due to insurance companies 142 - Other 405 17 $ 4,914 $ 4,995 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related parties [Abstract] | |
Schedule of current assets – related parties | December 31, December 31, 2021 2020 (USD in thousands) Shareholders of All Weather $ 3,680 $ - Convertible loan to Micronet (1) 535 - Shareholders of Guangxi Zhongtong 919 - $ 5,134 $ - (1) Micronet’s Convertible loan- as discussed in Note 10. |
Schedule of current liabilities – related parties | December 31, December 31, 2021 2020 (USD in thousands) Yulan WU, legal representative of Beijing Fucheng $ - $ 156 Shareholders of All Weather 4 - Beijing Internet New Network Technology Development Co., Ltd - 7 $ 4 $ 163 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases [Abstract] | |
Schedule of leases by balance sheet | Assets/liabilities December 31, December 31, (USD in thousands) 2021 2020 Assets Right-of-use assets $ 1,921 $ 291 Liabilities Lease liabilities- current portion $ 1,298 $ 107 Lease liabilities- long term 691 164 Total Lease liabilities $ 1,989 $ 271 |
Schedule of operating lease expenses | (USD in thousands) Year ended 2021 2020 Operating lease cost $ 1,440 $ 343 |
Schedule of operating lease amount | (USD in thousands) Year ended 2022* 1,130 2023 704 2024 283 2025 18 2026 2 Total lease payment 2,137 Less: imputed interest (104 ) Total 2,033 |
Schedule of lease term and discount rate | Lease term and discount rate December 31, Weighted-average remaining lease term (years) – operating leases 2.17 Weighted average discount rate – operating leases 4.89 % |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Provision for Income Taxes [Abstract] | |
Schedule of provision for taxes | (USD in thousands) Year ended 2021 2020 Current Domestic $ 81 $ 5 Foreign 484 83 Total $ 565 88 Deferred Domestic $ $ Foreign (2,356 ) (414 ) Total $ (1,791 ) $ (326 ) |
Schedule of deferred tax assets and liabilities | December 31, December 31, (USD in thousands) 2021 2020 Deferred tax assets Provisions for employee rights and other temporary differences $ 260 $ 129 Provisions for bad debt 696 Net operating loss carry forward 12,034 9,564 Valuation allowance (11,226 ) (9,564 ) Deferred tax assets, net of valuation allowance 1,764 129 Deferred tax liabilities Recognition of intangible assets arising from business combinations (3,952 ) (4,256 ) Deferred tax assets (liabilities), net $ (2,188 ) $ (4,127 ) |
Schedule of reconciliation of income taxes | 2021 2020 U.S. federal statutory rate 21 % 21 % Change in valuation allowance (16 )% (20 )% Effective tax rate 5 % 1 % |
Accrued Severance Pay, Net (Tab
Accrued Severance Pay, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of amounts accrued and the amounts funded with managers insurance policies | December 31, (USD in thousands) 2021 2020 Accrued severance pay $ 56 $ 157 Less - amount funded - 4 $ 56 $ 153 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net earnings losses per share | Year ended (USD in thousands) 2021 2020 Numerator: Amount for basic loss per share $ (36,428 ) $ (22,992 ) Effect of dilutive instruments - - Amount for diluted loss per share (36,428 ) (22,992 ) Denominator: Denominator for basic earnings per share - weighted average of shares 112,562,199 27,623,175 Loss per share attributable to MICT Inc.: Basic and diluted continued operation $ (0.32 ) $ (0.83 ) |
Description of Business (Detail
Description of Business (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands, $ in Thousands | Jul. 02, 2021USD ($) | Jul. 02, 2021CNY (¥) | Feb. 10, 2021USD ($) | Jan. 02, 2021USD ($) | Jan. 02, 2021CNY (¥) | Oct. 11, 2020USD ($)shares | Oct. 02, 2020USD ($) | Jun. 10, 2020USD ($)shares | Jun. 10, 2020ILS (₪)shares | Jun. 16, 2021USD ($)$ / sharesshares | Jun. 16, 2021ILS (₪) | Jun. 23, 2020USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2021CNY (¥)shares | Oct. 21, 2021 | Aug. 23, 2021USD ($) | Aug. 23, 2021CNY (¥) | May 09, 2021 | Dec. 29, 2020 | Oct. 11, 2020₪ / sharesshares |
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Ownership interest | 100.00% | 26.00% | 26.00% | 60.00% | 60.00% | 60.00% | 24.00% | ||||||||||||||
Ordinary shares (in Shares) | 5,000,000 | 5,000,000 | |||||||||||||||||||
Total purchase price | $ | $ 3,000 | ||||||||||||||||||||
Share capital percentage | 9.00% | ||||||||||||||||||||
Remaining share capital percentage | 91.00% | ||||||||||||||||||||
Business acquisitions, description | On November 11, 2020, BI Intermediate closed on its acquisition of the first 9% and paid 9% of the Purchase Price. Additionally, pursuant to the Strategic Agreement upon the initial closing, BI Intermediate loaned Magpie an amount equivalent to the remaining 91% of the Purchase Price. Upon closing on the remaining 91%, which remained subject to SFC approval, the loan will be cancelled, and BI Intermediate will acquire the remaining 91% of Magpie. The loan was secured against the pledge of 91% of the share capital of Magpie purchased at such time by BI Intermediate. The obligations of Magpie have been guaranteed by its majority shareholder. On February 26, 2021 we finalized the acquisition of Magpie. The acquisition was consummated following the receipt of approval from the SFC effecting the change in the majority shareholder of Magpie. In consideration for the entire share capital of Magpie, we paid a total Purchase Price of $2,947 (reflecting the net asset value of Magpie estimated at $2,034 recorded as a working capital, and a premium $902 that was recorded as a license in the intangible assets). The Company, through and together with the Company’s wholly owned subsidiaries, Beijing Magpie Securities Consulting Services Co., Ltd (“Beijing Magpie”) and Shenzhen Magpie Information Consulting Technology Co., Ltd (“Shenzhen Magpie”), are in the process of integrating its mobile app platform with Magpie’s licensed trading assets. | ||||||||||||||||||||
Working capital | $ 4,700 | ¥ 30,000 | |||||||||||||||||||
Gross proceeds | $ 8,290 | ₪ 26,864 | |||||||||||||||||||
Frame work loan amount | $ 4,700 | ¥ 30,000,000 | |||||||||||||||||||
Additional loan amount | $ | $ 776 | ||||||||||||||||||||
Equity holds | 99.60% | ||||||||||||||||||||
Invest amount | $ (4,700) | ¥ 30,000,000 | |||||||||||||||||||
Accumulated deficit from operations | $ | $ 37,896 | $ 16,579 | |||||||||||||||||||
Net cash used in operating activities | $ | 33,025 | 8,300 | |||||||||||||||||||
Cash and cash equivalents | $ | 94,930 | $ 29,049 | |||||||||||||||||||
Tel Aviv Stock Exchange [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Percentage of shares issued and outstanding | 36.80% | ||||||||||||||||||||
Ordinary shares (in Shares) | 100 | ||||||||||||||||||||
Aggregate number of units (in Shares) | 18,400 | ||||||||||||||||||||
Aggregate units per share (in Dollars per share) | $ / shares | $ 0.6 | ||||||||||||||||||||
Issuance of ordinary shares (in Shares) | 1,840,000 | ||||||||||||||||||||
Basis diluted, percentage | 26.56% | ||||||||||||||||||||
Tel Aviv Stock Exchange [Member] | Series A Options [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Ordinary shares (in Shares) | 25 | ||||||||||||||||||||
Issuance of ordinary shares (in Shares) | 460,000 | ||||||||||||||||||||
Tel Aviv Stock Exchange [Member] | Series B Options [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Ordinary shares (in Shares) | 75 | ||||||||||||||||||||
Issuance of ordinary shares (in Shares) | 1,380,000 | ||||||||||||||||||||
MICT Telematics [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Purchased shares (in Shares) | 5,999,996 | 5,999,996 | |||||||||||||||||||
Aggregate proceeds | $ 515 | ₪ 1,800 | |||||||||||||||||||
Micronet [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Purchased shares (in Shares) | 520,600 | 10,334,000 | |||||||||||||||||||
Percentage of shares issued and outstanding | 45.53% | 45.53% | |||||||||||||||||||
Total consideration amount | $ | $ 1,417 | $ 887 | |||||||||||||||||||
Ownership interest | 53.39% | 49.88% | |||||||||||||||||||
Held equity | $ | $ 665 | ||||||||||||||||||||
Ordinary shares (in Shares) | 416,480 | ||||||||||||||||||||
Convertible ordinary shares (in Shares) | 416,480 | ||||||||||||||||||||
Conversion price per share (in New Shekels per share) | ₪ / shares | ₪ 0.5 | ||||||||||||||||||||
Additional purchase (in Shares) | 115,851 | ||||||||||||||||||||
Micronet [Member] | Maximum [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Ownership interest | 53.39% | ||||||||||||||||||||
Micronet [Member] | Minimum [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Ownership interest | 50.31% | ||||||||||||||||||||
Guangxi Zhongtong Insurance Agency Co., Ltd [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Frame work loan amount | $ 6,125 | ¥ 40,000,000 | |||||||||||||||||||
Working capital | 1,243 | ¥ 8,010,000 | |||||||||||||||||||
Frame work for working capital | $ | $ 919 | ||||||||||||||||||||
Beijing Fucheng Lianbao Technology Co Ltd [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Equity interest | 24.00% | 24.00% | |||||||||||||||||||
Share acquired price | $ | $ 5,700 | ||||||||||||||||||||
Beijing Fucheng Lianbao Technology Co Ltd [Member] | Variable interest entity [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Equity interest | 76.00% | 76.00% | |||||||||||||||||||
Beijing Fucheng Lianbao Technology Co Ltd [Member] | Beijing Fucheng Insurance Brokerage Co., Ltd [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Equity interest | 100.00% | ||||||||||||||||||||
Beijing Yibao Technology Co., Ltd [Member] | |||||||||||||||||||||
Description of Business (Details) [Line Items] | |||||||||||||||||||||
Ownership interest | 60.00% | 60.00% | |||||||||||||||||||
Invest amount | $ (4,700) | ¥ 30,000,000 |
Description of Business (Deta_2
Description of Business (Details) - Schedule of assets and liabilities - VIE [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 1,260 |
Trade accounts receivable, net | 2,462 |
Other current assets | 4,550 |
Total current assets | 8,272 |
Property and equipment, net | 208 |
Intangible assets | 5,718 |
Long-term prepaid expenses | 48 |
Right of use assets | 530 |
Restricted cash | 1,632 |
Deferred tax assets | 369 |
Total long-term assets | 8,505 |
Total assets | 16,777 |
Current liabilities: | |
Short term loan from others | 1,155 |
Trade accounts payable | 697 |
Lease liability | 4,583 |
Other current liabilities | 2,401 |
Total current liabilities | 8,836 |
Long-term liabilities: | |
Lease liability | 106 |
Deferred tax liability | 224 |
Total long-term liabilities | 330 |
Total liabilities | $ 9,166 |
Description of Business (Deta_3
Description of Business (Details) - Schedule of net revenues, loss from operations and net loss $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of net revenues, loss from operations and net loss [Abstract] | |
Net revenues | $ 19,683 |
Loss from operations | (1,883) |
Net loss | $ (526) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)₪ / shares | Dec. 31, 2021USD ($)¥ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)₪ / shares | Dec. 31, 2020USD ($)¥ / shares | Dec. 31, 2020USD ($)$ / shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Allowance for doubtful accounts (in Dollars) | $ 2,606 | $ 2,606 | $ 2,606 | $ 2,606 | $ 5 | $ 5 | $ 5 | $ 5 |
Reserve percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||||
Restricted cash (in Dollars) | $ 2,417 | $ 2,417 | $ 2,417 | $ 2,417 | $ 0 | $ 0 | $ 0 | $ 0 |
Statutory reserves, description | For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). | For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). | For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). | For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). | ||||
Micronet [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Equity method percentage | 36.80% | 36.80% | 36.80% | 36.80% | ||||
Beijing Fucheng [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Equity method percentage | 24.00% | 24.00% | 24.00% | 24.00% | ||||
Contractual arrangements percentage | 76.00% | 76.00% | 76.00% | 76.00% | ||||
Financial statements percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||||
China, Yuan Renminbi [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Foreign currency translation and transaction | (per share) | $ 1 | $ 6.3726 | $ 1 | $ 6.525 | ||||
Foreign currency translation and transaction average rate | ¥ / shares | $ 6.4508 | |||||||
Israel, New Shekels [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Foreign currency translation and transaction | (per share) | 1 | $ 3.11 | 1 | $ 3.215 | ||||
Foreign currency translation and transaction average rate | ₪ / shares | $ 3.229 | |||||||
Hong Kong, Dollars [Member] | ||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Foreign currency translation and transaction | (per share) | $ 1 | $ 7.7996 | $ 1 | $ 7.754 | ||||
Foreign currency translation and transaction average rate | $ / shares | $ 7.773 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 14 years |
Transportation Equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 4 years |
Transportation Equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 7 years |
Leasehold improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | Over the shorter of lease term or life of the assets |
Computer equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 3 years |
License & software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 10 years |
Technology know-how [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 6 years |
Trade name/ trademarks [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 5 years |
Customer relationship [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 5 years |
Customer relationship [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives [Line Items] | |
Estimated useful life | 10 years |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Mar. 02, 2021 | Feb. 11, 2021 | Nov. 02, 2020 | Sep. 10, 2020 | Sep. 08, 2020 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 17, 2021 | Jul. 01, 2020 |
Stockholders' Equity (Details) [Line Items] | ||||||||||
Shares issued of common stock | 5,000,000 | |||||||||
Stock option granted | 3,044,782 | |||||||||
Shares to be allocated | 1,955,218 | |||||||||
Common stock issued | 13,636,363 | 22,727,272 | ||||||||
Dividend yield | 0.00% | |||||||||
Expected volatility | 45.24% | |||||||||
Risk free interest rate | 0.39% | |||||||||
Expected life | 8 months 4 days | |||||||||
Principal amount (in Dollars) | $ 15,000,000 | |||||||||
Common stock price per share (in Dollars per share) | $ 1.1 | |||||||||
Preferred stock exchange agreements, description | the Company announced that it had entered into a securities purchase agreement (the “February Purchase Agreement”) with certain institutional investors for the sale of (i) 22,471,904 shares of common stock, (ii) 22,471,904 Series A warrants to purchase 22,471,904 shares of common stock and (iii) 11,235,952 Series B warrants to purchase 11,235,952 shares of common stock at a combined purchase price of $2.67 (the “February Offering”). The gross proceeds to the Company from the February Offering were expected to be approximately $60,000. The Series A warrants will be exercisable nine months after the date of issuance, have an exercise price of $2.80 per share and will expire five and one-half years from the date of issuance. The Series B warrants will be exercisable nine months after the date of issuance, have an exercise price of $2.80 per share and will expire three and one-half years from the date of issuance. The Company received net proceeds of $54,000 on February 16, 2021 after deducting the placement agent’s fees and other expenses. | |||||||||
Excess capital (in Dollars) | $ 140,000 | |||||||||
Stock incentive plan, description | Under the 2012 Incentive Plan, as amended, up to 5,000,000 shares of our common stock, are currently authorized to be issued pursuant to option awards granted thereunder. On May 17, 2021, May 23, 2021 and June 28, 2021, the Company granted an aggregate of 125,000, 370,000 and 245,000 respectively, options under the 2012 Incentive Plan, with an exercise price of $1.41, $1.81 and $2.49, respectively, of which 310,000 options vested as of December 31, 2021. This resulted in a stock-based compensation expense of approximately $708 recorded for the year ended December 31, 2021, based on a fair value determined using a Black-Scholes model.On March 22, 2021, 20,000 shares of common stock were issued to an employee who exercised their options at an exercise price of $1.41. In September 2021, the Board unanimously approved a grant of 87,000 fully vested shares of common stock of the Company to some of our employees. On September 20, 2021, 40,000 shares of common stock were issued to an employee who exercised their options at an exercise price of $1.32. On September 28, 2021, MICT granted 823,020 shares of common stock of the Company to China Strategic Investments Limited. | |||||||||
Minimum [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Expected volatility | 87.20% | |||||||||
Risk free interest rate | 0.99% | |||||||||
Expected life | 6 years 6 months | |||||||||
Maximum [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Expected volatility | 100.40% | |||||||||
Risk free interest rate | 1.64% | |||||||||
Expected life | 10 years | |||||||||
Series A Convertible Preferred stock [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Aggregate common shares | 6,363,636 | |||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||||||||
Aggregate preferred shares | 3,181,818 | |||||||||
Common stock par value (in Dollars per share) | $ 0.001 | |||||||||
Series B Convertible Preferred stock [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Aggregate common shares | 1,818,181 | |||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||||||||
Aggregate preferred shares | 1,818,181 | |||||||||
Common stock par value (in Dollars per share) | $ 0.001 | |||||||||
Purchase Agreement [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Shares issued of common stock | 10,000,000 | |||||||||
Common stock par value (in Dollars per share) | $ 0.001 | |||||||||
Aggregate gross proceeds (in Dollars) | $ 25,000,000 | $ 22,325,000 | ||||||||
Purchase price per unit (in Dollars per share) | $ 2.5 | |||||||||
Exercise price (in Dollars per share) | $ 3.12 | |||||||||
Warrant expire | 5 years | |||||||||
Aggregate units | 7,600,000 | |||||||||
Received additional amount (in Dollars) | $ 2,675 | |||||||||
Remaining issued | 2,400,000 | |||||||||
Securities purchase agreement, description | the Company entered into a securities purchase agreement (the “March Purchase Agreement”) with certain investors for the purpose of raising approximately $54,000 in gross proceeds for the Company. Pursuant to the terms of the March Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 19,285,715 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $2.675 per share and in a concurrent private placement, warrants to purchase an aggregate of 19,285,715 shares of common stock, at a purchase price of $0.125 per warrant, for a combined purchase price per share and warrant of $2.80 which was priced at the market under Nasdaq rules. The warrants are immediately exercisable at an exercise price of $2.80 per share, subject to adjustment, and expire five years after the issuance date. The closing date for the transaction consummated under the March Purchase Agreement was on March 4, 2021. The Company received net proceeds of $48,690 on March 4, 2021, after deducting the placement agent’s fees and other expenses. | |||||||||
Consultants [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Common stock issued | 1,943,182 | |||||||||
Amount of aggregate expenses (in Dollars) | $ 2,750,000 | |||||||||
Maxim Group LLC [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Common stock issued | 200,000 | |||||||||
Amount of aggregate expenses (in Dollars) | $ 635,000 | |||||||||
Employees [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Amount of aggregate expenses (in Dollars) | $ 2,365,000 | |||||||||
Aggregate common shares | 1,198,000 | |||||||||
Various Shareholders [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Amount of aggregate expenses (in Dollars) | $ 1,611,000 | |||||||||
Aggregate common shares | 2,181,282 | |||||||||
Board of Directors [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Shares issued of common stock | 6,000,000 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Shares issued of common stock | 300,000 | |||||||||
Plan 2020 [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Common stock issued | 20,000,000 | |||||||||
GFH [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Common stock price per share (in Dollars per share) | $ 1.1 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Stock Option Plan One [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options Outstanding Beginning | 38,000 |
Weighted Average Remaining Contractual Life Options outstanding | 3 months |
Number of Options Exercisable | 38,000 |
Exercise Price Options Exercisable (in Dollars per share) | $ / shares | $ 4.3 |
Stock Option Plan Two [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options Outstanding Beginning | 50,000 |
Weighted Average Remaining Contractual Life Options outstanding | 3 months |
Number of Options Exercisable | 40,000 |
Exercise Price Options Exercisable (in Dollars per share) | $ / shares | $ 1.32 |
Stock Option Plan Three [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options Outstanding Beginning | 30,000 |
Weighted Average Remaining Contractual Life Options outstanding | 3 months |
Number of Options Exercisable | 30,000 |
Exercise Price Options Exercisable (in Dollars per share) | $ / shares | $ 1.4776 |
Stock Option Plan Four [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options Outstanding Beginning | 825,000 |
Weighted Average Remaining Contractual Life Options outstanding | 3 months |
Number of Options Exercisable | 825,000 |
Exercise Price Options Exercisable (in Dollars per share) | $ / shares | $ 1.41 |
Stock Option Plan Five [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options Outstanding Beginning | 370,000 |
Weighted Average Remaining Contractual Life Options outstanding | 9 years 6 months |
Number of Options Exercisable | 185,000 |
Exercise Price Options Exercisable (in Dollars per share) | $ / shares | $ 1.81 |
Stock Option Plan Six [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options Outstanding Beginning | 245,000 |
Weighted Average Remaining Contractual Life Options outstanding | 9 years 6 months |
Number of Options Exercisable | |
Exercise Price Options Exercisable (in Dollars per share) | $ / shares | $ 2.49 |
Stock Option Plan Seven [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Number of Options Outstanding Beginning | 1,558,000 |
Number of Options Exercisable | 1,118,000 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of stock option plan - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock option plan [Abstract] | ||
Number of options outstanding at the beginning of year | 1,158,000 | 1,167,000 |
Weighted average exercise price options outstanding at the beginning of year | $ 2.24 | $ 2.34 |
Number of options granted | 740,000 | 1,300,000 |
Weighted average exercise price granted | $ 1.97 | $ 1.32 |
Number of options exercised | (60,000) | (1,198,000) |
Weighted average exercise price exercised | $ 1.35 | $ 1.97 |
Number of options forfeited | (280,000) | (111,000) |
Weighted average exercise price forfeited | $ 1.41 | $ 2.81 |
Number of options outstanding at end of year | 1,558,000 | 1,158,000 |
Weighted average exercise price options outstanding at end of year | $ 1.74 | $ 2.24 |
Number of options exercisable at year end | 1,118,000 | 1,138,000 |
Weighted average exercise price options exercisable at year end | $ 1.57 | $ 2.36 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of warrants outstanding | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Schedule of warrants outstanding [Abstract] | |
Warrants outstanding balance beginning | 12,994,545 |
Average exercise price balance beginning (in Dollars per share) | $ / shares | $ 2.31 |
Remaining Contractual Life balance beginning | 4 years |
Warrants outstanding granted | 54,863,876 |
Average exercise price granted (in Dollars per share) | $ / shares | $ 2.81 |
Remaining Contractual Life granted | 4 years 6 months |
Warrants outstanding Forfeited | (2,544,055) |
Warrants exercisable Forfeited | 1.01 |
Warrants outstanding exercised | (2,450,487) |
Warrants exercisable exercised | 1.01 |
Warrants outstanding balance ending | 62,863,879 |
Average exercise price balance ending (in Dollars per share) | $ / shares | $ 2.854 |
Remaining Contractual Life balance ending | 4 years 6 months |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of fair value [Line Items] | ||
Cash and cash equivalents | $ 94,930 | $ 29,049 |
Total | 94,930 | 29,049 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value [Line Items] | ||
Cash and cash equivalents | 94,930 | 29,049 |
Total | 94,930 | 29,049 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value [Line Items] | ||
Cash and cash equivalents | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value [Line Items] | ||
Cash and cash equivalents | ||
Total |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of cost or net realizable value - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of cost or net realizable value [Abstract] | ||
Raw materials | $ 1,639 | |
Work in process and finished product | 363 | |
Total | $ 2,002 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expenses | $ 163 | $ 122 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 1,202 | $ 623 |
Less accumulated depreciation and amortization | (525) | (206) |
Property and equipment, Net | 677 | 417 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 29 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 309 | 90 |
Dies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 358 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 122 | 33 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 153 | 40 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 203 | |
Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 415 | $ 73 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - Schedule of intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Original amount: | ||
Original amount | $ 25,885 | $ 18,830 |
Accumulated amortization: | ||
Accumulated amortization | (4,443) | (1,671) |
Net Amount | $ 21,442 | 17,159 |
Technology know-how [Member] | ||
Original amount: | ||
Useful life years | 6 years | |
Original amount | $ 11,490 | 13,070 |
Accumulated amortization: | ||
Accumulated amortization | $ (2,873) | (1,116) |
Trade name/ trademarks [Member] | ||
Original amount: | ||
Useful life years | 5 years | |
Original amount | $ 923 | 850 |
Accumulated amortization: | ||
Accumulated amortization | (174) | (71) |
Customer relationship [Member] | ||
Original amount: | ||
Original amount | $ 4,802 | 4,910 |
Customer relationship [Member] | Minimum [Member] | ||
Original amount: | ||
Useful life years | 5 years | |
Customer relationship [Member] | Maximum [Member] | ||
Original amount: | ||
Useful life years | 10 years | |
License [Member] | ||
Original amount: | ||
Useful life years | 10 years | |
Original amount | $ 8,498 | |
Accumulated amortization: | ||
Accumulated amortization | $ (39) | |
Software [Member] | ||
Original amount: | ||
Useful life years | 10 years | |
Original amount | $ 172 | |
Accumulated amortization: | ||
Accumulated amortization | (2) | |
Customer-Related Intangible Assets [Member] | ||
Accumulated amortization: | ||
Accumulated amortization | $ (1,355) | $ (484) |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of estimated future amortization of the intangible assets $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of estimated future amortization of the intangible assets [Abstract] | |
2022 | $ 3,159 |
2023 | 3,154 |
2024 | 3,154 |
2025 onward | 4,896 |
Total | $ 14,363 |
Short-Term Loans from Banks a_3
Short-Term Loans from Banks and Others (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Aug. 03, 2022 | Jan. 11, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Minimum [Member] | |||||
Short-Term Loans from Banks and Others (Details) [Line Items] | |||||
Interest bearing | 2.50% | ||||
Maximum [Member] | |||||
Short-Term Loans from Banks and Others (Details) [Line Items] | |||||
Interest bearing | 3.50% | ||||
Forecast [Member] | |||||
Short-Term Loans from Banks and Others (Details) [Line Items] | |||||
Loans of insurance agency | $ 1,088 | $ 67 | |||
Zhongtong Insurance [Member] | Forecast [Member] | |||||
Short-Term Loans from Banks and Others (Details) [Line Items] | |||||
Interest bearing | 10.00% | 10.00% | |||
Loans of insurance agency | $ 188 | $ 314 | |||
Loans Payable [Member] | |||||
Short-Term Loans from Banks and Others (Details) [Line Items] | |||||
Short-term bank loans | $ 1,155 | $ 884 | |||
Loans of micronet | $ 1,657 | $ 884 | |||
Interest bearing | 0.00% |
Short-Term Loans from Banks a_4
Short-Term Loans from Banks and Others (Details) - Schedule of composition - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Loans from Banks and Others (Details) - Schedule of composition [Line Items] | ||
Total short-term liabilities | $ 1,657 | $ 884 |
Due To Banks [Member] | ||
Short-Term Loans from Banks and Others (Details) - Schedule of composition [Line Items] | ||
Interest rate % | Prime plus 2.5% Prime plus 3.5% | |
Linkage basis | NIS | |
Total short-term liabilities | 884 | |
Due To Others [Member] | ||
Short-Term Loans from Banks and Others (Details) - Schedule of composition [Line Items] | ||
Linkage basis | RMB | |
Total short-term liabilities | $ 1,657 |
Equity Investment in Micronet_2
Equity Investment in Micronet (Details) | 1 Months Ended | 12 Months Ended | ||
Jun. 16, 2021 | Dec. 31, 2021 | May 09, 2021 | Mar. 31, 2021 | |
Equity Investment in Micronet [Abstract] | ||||
Issued and outstanding percentage | 50.31% | |||
Ownership interest was diluted percentage | 49.88% | |||
Loss of control of micronet description | Pursuant to the offering, Micronet sold an aggregate number of 18,400 securities units (the “Units”) at a price of 14.6 NIS per Unit with each Unit consisting of 100 ordinary shares, 25 series A options and 75 series B options, resulting in the issuance of 1,840,000 ordinary shares, 460,000 series A options and 1,380,000 series B options. Micronet raised total gross proceeds of 26,864 NIS (approximately $8,290) in the Offering. | |||
Debt conversion, description | The Company did not participate in the Offering, and, as a result, the Company owned 36.80% of the outstanding ordinary shares of Micronet and 26.56% on a fully diluted basis as of December 31, 2021. |
Equity Investment in Micronet_3
Equity Investment in Micronet (Details) - Schedule of net revenues and net loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of net revenues and net loss [Abstract] | ||
Revenues | $ 60,007 | $ 2,262 |
Net loss | $ (36,175) | $ (26,419) |
Equity Investment in Micronet_4
Equity Investment in Micronet (Details) - Schedule of purchase price of acquisition - Micronet Ltd. [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | |
Total cash consideration | $ 887 |
Total Purchase Consideration | 887 |
Debt-free net working capital | 788 |
Property and equipment | 661 |
Right of use assets | 310 |
Other assets | 26 |
Borrowings | (1,675) |
Severance payable | (95) |
Lease liabilities | (101) |
Intangible assets - trade name/ trademarks | 270 |
Intangible assets - developed technology | 1,580 |
Intangible assets - customer relationship | 410 |
Intangible assets - ground | 215 |
Deferred Tax liability | (362) |
Fair value of net assets acquired | 2,027 |
Noncontrolling interest | (2,172) |
Gain on equity interest | (665) |
Equity investment | (921) |
Change in investment | (3,758) |
Goodwill value | $ 2,618 |
Equity Investment in Micronet_5
Equity Investment in Micronet (Details) - Schedule of outstanding ordinary shares of micronets - USD ($) $ in Thousands | May 09, 2021 | Dec. 31, 2020 |
Schedule of outstanding ordinary shares of micronets [Abstract] | ||
Micronet’s fair value as of May 9, 2021 | $ 1,127 | |
Net assets | (6,185) | |
Capital reserve from currency translation | 134 | $ 120 |
Non-controlling interests | 2,990 | |
Net loss from loss of control | $ (1,934) |
Loan to Micronet (Details)
Loan to Micronet (Details) $ in Thousands | Jul. 05, 2020₪ / shares | Nov. 13, 2019USD ($) | Aug. 13, 2020USD ($) | Nov. 13, 2019₪ / shares |
Loan to Micronet [Abstract] | ||||
Convertible loan (in Dollars) | $ | $ 500,000 | $ 175,000 | ||
Convertible loan bears interest | 3.95% | |||
Conversion price | ₪ 0.38 | |||
Exercise price | ₪ 0.6 | |||
Convertible loan | ₪ 0.08 | |||
Per Share | 5.7 | |||
Exercised option price | 0.6 | |||
Exercised price per share | ₪ 9 |
GFH Intermediate Holdings Ltd_3
GFH Intermediate Holdings Ltd Acquisition (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
GFH Intermediate Holdings Ltd Acquisition (Details) [Line Items] | |
Converted shares of common stock | shares | 22,727,273 |
Conversion price per share | $ / shares | $ 1.1 |
Statutory income tax rate | 26.00% |
GFH Intermediate Holdings Ltd [Member] | |
GFH Intermediate Holdings Ltd Acquisition (Details) [Line Items] | |
Principal amount | $ | $ 25,000 |
GFH Intermediate Holdings Ltd_4
GFH Intermediate Holdings Ltd Acquisition (Details) - Schedule of net revenues and net loss - GFHI [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Loss Contingencies [Line Items] | |
Revenues | $ 1,173 |
Net loss | $ (22,992) |
GFH Intermediate Holdings Ltd_5
GFH Intermediate Holdings Ltd Acquisition (Details) - Schedule of purchase price allocation $ in Thousands | Dec. 31, 2021USD ($) | |
Schedule of purchase price allocation [Abstract] | ||
Total share consideration | $ 32,050 | [1] |
Total Purchase Consideration | 32,050 | |
Intangible assets - trade name/ trademarks | 580 | |
Intangible assets - developed technology | 11,490 | |
Intangible assets - Customer database | 4,500 | [2] |
Deferred Tax liability | (4,308) | [3] |
Fair value of net assets acquired | 12,262 | |
Goodwill value | $ 19,788 | [4] |
[1] | The purchase consideration represented the fair value of the convertible promissory notes that were converted into common stock of MICT. | |
[2] | The customer database value is based on the cost to recreate, as indicated by management. | |
[3] | Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 26%. | |
[4] | The goodwill is not deductible for tax purposes. |
Beijing Fucheng Lianbao Techn_3
Beijing Fucheng Lianbao Technology Co., Ltd Transaction (Details) | Feb. 10, 2021 |
Beijing Fucheng Lianbao Technology Co Ltd Transaction [Abstract] | |
Percentage of transaction pursuant acquired | 24.00% |
Beijing Fucheng Lianbao Techn_4
Beijing Fucheng Lianbao Technology Co., Ltd Transaction (Details) - Schedule of purchase price of allocation $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of purchase price of allocation [Abstract] | |
Total cash consideration | $ 5,711 |
Total Purchase Consideration | 5,711 |
Net working capital | 926 |
Property and equipment | 26 |
License | 4,814 |
Current liabilities | (55) |
Fair value of net assets acquired | $ 5,711 |
Guangxi Zhongtong Insurance A_3
Guangxi Zhongtong Insurance Agency Co., Ltd Acquisition (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Dec. 29, 2020 | Dec. 31, 2021USD ($) | Dec. 31, 2021CNY (¥) | Oct. 21, 2021 | Aug. 23, 2021 | Feb. 10, 2021 | Jan. 01, 2021USD ($) | Jan. 01, 2021CNY (¥) | |
Guangxi Zhongtong Insurance Agency Co., Ltd Acquisition (Details) [Line Items] | ||||||||
Construction loan | $ 1,243 | ¥ 8,010 | $ 6,125 | ¥ 40,000 | ||||
Working capital (in Dollars) | $ 919 | |||||||
Equity interest in percentage | 24.00% | 26.00% | 26.00% | 60.00% | 60.00% | 100.00% | ||
Agreement interest in percentage | 76.00% | |||||||
Beijing Fucheng [Member] | ||||||||
Guangxi Zhongtong Insurance Agency Co., Ltd Acquisition (Details) [Line Items] | ||||||||
Shares acquired (in Dollars) | $ 5,700 |
Guangxi Zhongtong Insurance A_4
Guangxi Zhongtong Insurance Agency Co., Ltd Acquisition (Details) - Schedule of purchase of allocation - GUANGXI ZHONGTONG INSURANCE AGENCY CO., LTD ACQUISITION [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Guangxi Zhongtong Insurance Agency Co., Ltd Acquisition (Details) - Schedule of purchase of allocation [Line Items] | |
Total cash consideration | |
Total Purchase Consideration | |
Debt-free net working capital | 613 |
Property and equipment | 13 |
Intangible assets - Licenses | 1,926 |
Intangible assets - customer relationship | 248 |
Deferred Tax liability | (544) |
Fair value of net assets acquired | 2,256 |
Noncontrolling interest | (3,231) |
Gain on equity interest | 1,128 |
Equity investment | |
Change in investment | (2,103) |
Goodwill value | $ (153) |
All Weather Transaction (Detail
All Weather Transaction (Details) - 12 months ended Dec. 31, 2021 $ in Thousands | USD ($) | CNY (¥) |
All Weather Transaction (Details) [Line Items] | ||
Working capital | $ 4,700 | ¥ 30,000 |
Statutory income tax rate | 25.00% | |
AW Frame [Member] | ||
All Weather Transaction (Details) [Line Items] | ||
Work loan | $ 4,700 | ¥ 30,000 |
All Weather Transaction (Deta_2
All Weather Transaction (Details) - Schedule of purchase price of acquisition - Assets Acquired and Liabilities [Member] $ in Thousands | Dec. 31, 2021USD ($) | |
All Weather Transaction (Details) - Schedule of purchase price of acquisition [Line Items] | ||
Total cash consideration | [1] | |
Total Purchase Consideration | ||
Debt-free net working capital | (105) | |
Property and equipment | 153 | |
Right of use assets | 208 | |
Lease liabilities | (258) | |
Intangible assets - licencs | 849 | [1] |
Intangible assets - customer relationship | 54 | [1] |
Deferred Tax liability | (226) | [2] |
Fair value of net assets acquired | 675 | |
Noncontrolling interest | (675) | |
Change in investment | (675) | |
Goodwill value | [3] | |
[1] | The customer database value is based on the cost to recreate, as indicated by management. | |
[2] | Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 25%. | |
[3] | The goodwill is not deductible for tax purposes. |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segments (Details) [Line Items] | ||
Intangible assets | $ 1,222 | |
GFHI Acquisitions [Member] | ||
Segments (Details) [Line Items] | ||
Intangible assets amortization | 2,931 | $ 1,466 |
Intangible assets | 19,292 | |
Goodwill | 19,788 | |
Deferred tax liability | 3,728 | |
Micronet [Member] | ||
Segments (Details) [Line Items] | ||
Intangible assets amortization | $ 103 | $ 206 |
Segments (Details) - Schedule o
Segments (Details) - Schedule of the financial performance of operating segments - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Verticals and technology [Member] | ||||
Segments (Details) - Schedule of the financial performance of operating segments [Line Items] | ||||
Revenues from external customers | $ 54,932 | $ 299 | ||
Segment operating loss | (9,604) | [1] | (2,695) | [2] |
Mobile resource management [Member] | ||||
Segments (Details) - Schedule of the financial performance of operating segments [Line Items] | ||||
Revenues from external customers | 726 | 874 | ||
Segment operating loss | (827) | [3] | (1,433) | [4] |
Online stock trading [Member] | ||||
Segments (Details) - Schedule of the financial performance of operating segments [Line Items] | ||||
Revenues from external customers | 18 | |||
Segment operating loss | (7,504) | |||
Consolidated [Member] | ||||
Segments (Details) - Schedule of the financial performance of operating segments [Line Items] | ||||
Revenues from external customers | 55,676 | 1,173 | ||
Segment operating loss | (17,935) | (4,128) | ||
Non allocated expenses | (19,961) | (12,451) | ||
Finance expenses and other | (1,053) | (7,383) | ||
Consolidated loss before provision for income taxes | $ (38,949) | $ (23,962) | ||
[1] | Includes $2,931 of intangible assets amortization, derived from GFHI acquisition. | |||
[2] | Includes $1,466 of intangible assets amortization, derived from GFHI acquisition. | |||
[3] | Includes $103 of intangible assets amortization, derived from Micronet consolidation. | |||
[4] | Includes $206 of intangible assets amortization, derived from Micronet. |
Segments (Details) - Schedule_2
Segments (Details) - Schedule of the financial statements of balance sheet accounts of the segment - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Verticals and technology [Member] | |||
Segments (Details) - Schedule of the financial statements of balance sheet accounts of the segment [Line Items] | |||
Assets related to segments | $ 86,474 | [1] | $ 7,037 |
Non allocated Assets | |||
Liabilities related to segments | (23,516) | [2] | (638) |
Non allocated liabilities | |||
Mobile resource management [Member] | |||
Segments (Details) - Schedule of the financial statements of balance sheet accounts of the segment [Line Items] | |||
Assets related to segments | 7,017 | ||
Non allocated Assets | |||
Liabilities related to segments | (2,861) | ||
Non allocated liabilities | |||
Online stock trading [Member] | |||
Segments (Details) - Schedule of the financial statements of balance sheet accounts of the segment [Line Items] | |||
Assets related to segments | 60,581 | [3] | |
Non allocated Assets | |||
Liabilities related to segments | (3,953) | ||
Non allocated liabilities | |||
Consolidated [Member] | |||
Segments (Details) - Schedule of the financial statements of balance sheet accounts of the segment [Line Items] | |||
Assets related to segments | 147,055 | 14,054 | |
Non allocated Assets | 30,756 | 63,679 | |
Liabilities related to segments | (27,469) | (3,499) | |
Non allocated liabilities | (2,620) | (8,538) | |
Total Equity | $ 147,722 | $ 65,696 | |
[1] | Includes $19,292 of intangible assets and $19,788 goodwill, derived from GFHI’s acquisition. | ||
[2] | Includes $3,728 of deferred tax liability, derived from GFHI acquisition. | ||
[3] | Includes $1,222 of intangible assets. |
Trade Accounts Receivable, Ne_2
Trade Accounts Receivable, Net (Details) - Schedule of accounts receivable - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accounts receivable [Abstract] | ||
Trade accounts receivable | $ 20,485 | $ 528 |
Allowance for doubtful accounts | (2,606) | (5) |
Total | $ 17,879 | $ 523 |
Trade Accounts Receivable, Ne_3
Trade Accounts Receivable, Net (Details) - Schedule of allowance for doubtful accounts - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of allowance for doubtful accounts [Abstract] | ||
Beginning balance | $ 5 | $ 116 |
Provision (recovery) | 2,574 | (111) |
Exchange fluctuation | 32 | |
Decrease due to deconsolidation of Micronet | (5) | |
Total | $ 2,606 | $ 5 |
Supplementary Financial State_3
Supplementary Financial Statements Information (Details) - Schedule of other current assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of other current assets [Abstract] | ||
Prepaid expenses | $ 1,715 | $ 1,300 |
Advance to suppliers | 4,027 | 230 |
Deposit | 1,335 | |
Business advance to employee | 1,444 | |
Other receivables | 1,033 | 226 |
Total other current assets | $ 9,554 | $ 1,756 |
Supplementary Financial State_4
Supplementary Financial Statements Information (Details) - Schedule of other current liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of other current liabilities [Abstract] | ||
Employees and wage-related liabilities | $ 500 | $ 396 |
Government departments and agencies payable | 56 | |
Payment received by customers in advance | 73 | 260 |
Accrued expenses | 1,802 | 4,174 |
Income tax payable | 365 | |
Advance income | 92 | |
Other tax payable | 273 | |
Advances from employee | 990 | |
Deposit | 364 | |
Due to insurance companies | 142 | |
Other | 405 | 17 |
Ttotal liabilities | $ 4,914 | $ 4,995 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Jul. 07, 2020 | Mar. 09, 2020 | Aug. 13, 2018 | Jun. 06, 2018 | Nov. 11, 2014 | Oct. 31, 2021 | May 23, 2021 | May 17, 2021 | Apr. 02, 2020 | Apr. 29, 2013 | Jan. 31, 2012 | Jun. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Parties (Details) [Line Items] | ||||||||||||||
Related party transaction, description | Darren Mercer, current board member of the Company, was appointed, the interim Chief Executive Officer of the Company and was given a fee of $25 per month for his services to the Company. Effective on July 1, 2020 the board of directors approved the following consideration for Darren Mercer: (i) An annual base fee will be $495 per year and, (ii) a signing bonus of $100 and, (iii) a total annual bonus in accordance with the bonus program adopted by the Company from time-to-time with a target bonus opportunity equal to 100% of the Base Fee, With respect to a Target Bonus for a given year, the Company shall award up to 40% of such Target Bonus, as it so determines, on the basis of Mr. Mercer’s performance in the first six months of the year and up to the remaining 60% of such Target Bonus on the basis of Mr. Mercer’s performance in the remaining 6 months of the year. In addition, the Board of Directors may declare and grant a discretionary bonus for Mr. Mercer based on various targets and performance criteria to be established by the Board of Directors. The evaluation of the performance of Mr. Mercer as measured by the applicable targets and the awarding of applicable bonuses, if any, shall be at the sole discretion of the Board of Directors. On December 21, 2020, the board of directors approve additional $200 bonus. The agreement shall end on the third anniversary of the Start Date. The engagement above was formalized in the foam of independent contractor. | |||||||||||||
New employment terms, description | (i) an annual base salary fee will be $800 and, (ii) a total annual bonus in accordance with the bonus program adopted by the Company from time-to-time. The Target Bonus amount for Executive’s work in the calendar year 2021 shall be $913. Executive’s Target Bonus opportunities for his work in the calendar years 2022 and 2023 shall be $1,200. The annual bonus under this Section 3(b), if any, shall be payable at the discretion of the Company based on achievement of performance metrics to be established by the Board for each year, including, for calendar years 2022 and 2023. Such metrics shall include goals based on revenue generated Executive’s consulting businesses. Executive must be employed by the Company on the date of payment in order to earn and receive any above, except in the event of termination without Cause or resignation for Good Reason (as such terms are include In the Agreement). In addition, the Board may declare and grant a discretionary bonus for Executive based on various targets and performance criteria to be established by the Board. The evaluation of the performance of Executive as measured by the applicable targets and the awarding of applicable bonuses, if any, shall be at the sole discretion of the Board. In addition, Executive shall be entitled to Health Insurance If available on commercially reasonable terms, based on a health insurance plan to be determined in the Company’s discretion, Key Man Life Insurance (at the Company sole discretion), up to 35 (thirty-five) days of paid vacation per year, subject to the Company’s vacation policies in effect from time-to-time and to those paid public holidays set by the Company. Executive is also entitled to be reimbursed for reasonable and customary business expenses incurred by Executive during employment subject to all terms and conditions of the Company’s expense policies in effect from time to time and for an expense account of $300 for the purposes of: (i) funding an office and accommodations for use of Executive and (ii) paying Executive additional compensation at the rate of $8.33 per month during the Term, as compensation for the additional expense of living overseas for those months in which Executive works for the Company outside the United Kingdom for at least five days. | |||||||||||||
Exercise price per share (in Dollars per share) | $ 1.81 | $ 1.41 | $ 2.49 | |||||||||||
Common stock shares | 6,000,000 | 5,000,000 | 20,000,000 | 13,000,000 | ||||||||||
Investor amount (in Dollars) | $ 140,000 | |||||||||||||
Adjustment of warrants granted for services | 300,000 | |||||||||||||
Option granted | 370,000 | 125,000 | 245,000 | |||||||||||
Options vested | 310,000 | |||||||||||||
stock-based compensation expense (in Dollars) | $ 708,000 | |||||||||||||
Mr. Robert Benton [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Purchase shares | 80,000 | 80,000 | ||||||||||||
Exercise price per share (in Dollars per share) | $ 1.81 | |||||||||||||
Option vested | 40,000 | |||||||||||||
Mr. John McMillan [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Purchase shares | 100,000 | 160,000 | 260,000 | |||||||||||
Exercise price per share (in Dollars per share) | $ 1.41 | $ 1.81 | ||||||||||||
Option vested | 180,000 | |||||||||||||
Professor Yehezkel [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Purchase shares | 300,000 | 15,000 | 10,000 | 30,000 | 365,000 | |||||||||
Granted shares | 5,000 | 5,000 | ||||||||||||
Exercise price per share (in Dollars per share) | $ 1.41 | $ 1.4776 | $ 1.32 | $ 4.3 | $ 1.81 | |||||||||
Option vested | 350,000 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of current assets – related parties - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Parties (Details) - Schedule of current assets – related parties [Line Items] | |||
Current assets- related parties | $ 5,134 | ||
Shareholders of All Weather [Member] | |||
Related Parties (Details) - Schedule of current assets – related parties [Line Items] | |||
Current assets- related parties | 3,680 | ||
Convertible loan to Micronet [Member] | |||
Related Parties (Details) - Schedule of current assets – related parties [Line Items] | |||
Current assets- related parties | [1] | 535 | |
Shareholders of Guangxi Zhongtong [Member] | |||
Related Parties (Details) - Schedule of current assets – related parties [Line Items] | |||
Current assets- related parties | $ 919 | ||
[1] | Micronet’s Convertible loan- as discussed in Note 10. |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of current liabilities – related parties - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Parties (Details) - Schedule of current liabilities – related parties [Line Items] | ||
Current liabilities – related parties | $ 4 | $ 163 |
Yulan WU, legal representative of Beijing Fucheng [Member] | ||
Related Parties (Details) - Schedule of current liabilities – related parties [Line Items] | ||
Current liabilities – related parties | 156 | |
Shareholders of All Weather [Member] | ||
Related Parties (Details) - Schedule of current liabilities – related parties [Line Items] | ||
Current liabilities – related parties | 4 | |
Beijing Internet New Network Technology Development Co., Ltd [Member] | ||
Related Parties (Details) - Schedule of current liabilities – related parties [Line Items] | ||
Current liabilities – related parties | $ 7 |
Operating Leases (Details)
Operating Leases (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases [Abstract] | |
Operating lease term | 4 years |
Lease term | 1 year |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of leases by balance sheet - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of leases by balance sheet [Abstract] | ||
Right-of-use assets | $ 1,921 | $ 291 |
Lease liabilities- current portion | 1,298 | 107 |
Lease liabilities- long term | 691 | 164 |
Total Lease liabilities | $ 1,989 | $ 271 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of operating lease expenses - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of operating lease expenses [Abstract] | ||
Operating lease cost | $ 1,440 | $ 343 |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of operating lease amount $ in Thousands | Dec. 31, 2021USD ($) | |
Schedule of operating lease amount [Abstract] | ||
2022 | $ 1,130 | [1] |
2023 | 704 | |
2024 | 283 | |
2025 | 18 | |
2026 | 2 | |
Total lease payment | 2,137 | |
Less: imputed interest | (104) | |
Total | $ 2,033 | |
[1] | include operating leases with a term less than one year. |
Operating Leases (Details) - _4
Operating Leases (Details) - Schedule of lease term and discount rate | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of lease term and discount rate [Abstract] | |
Weighted-average remaining lease term (years) – operating leases | 2 years 2 months 1 day |
Weighted average discount rate – operating leases | 4.89% |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Provision for Income Taxes (Details) [Line Items] | |||
Federal income tax rate | 25.00% | ||
Operating loss carry forward, description | As of December 31, 2021 the operating loss carry forward were $34,884, among which there was $5,115 expiring from 2025 through 2037, and the remaining $29,768has no expiration date. | ||
Operating loss carry forward (in Dollars) | $ 8,884 | ||
Expire term, description | As of December 31, 2021 the operating loss carry forward was $6,174, which will expire from 2025 through 2026. | ||
Profits tax, description | Hong Kong profits tax for a corporation from the year of assessment 2018/2019 onwards is generally 8.25% on assessable profits up to HK$2,000; and 16.5% on any part of assessable profits over HK$2,000. | ||
Tax loss carry forward (in Dollars) | $ 8,198,000 | ||
Income tax rate | 17.00% | ||
Donations carried forward | 5 years | ||
United States [Member] | |||
Provision for Income Taxes (Details) [Line Items] | |||
Federal income tax rate | 21.00% | 21.00% | 21.00% |
Israel [Member] | |||
Provision for Income Taxes (Details) [Line Items] | |||
General tax rate | 23.00% | 23.00% | |
Operating loss carry forward (in Dollars) | $ 5,874,000 | ||
China [Member] | |||
Provision for Income Taxes (Details) [Line Items] | |||
Operating loss carry forward (in Dollars) | $ 6,174,000 | ||
Statutory income tax rate | 25.00% | ||
BI Intermediate Limited [Member] | |||
Provision for Income Taxes (Details) [Line Items] | |||
Operating loss carry forward (in Dollars) | $ 2,934,000 |
Provision for Income Taxes (D_2
Provision for Income Taxes (Details) - Schedule of provision for taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Domestic | $ 81 | $ 5 |
Foreign | 484 | 83 |
Total | 565 | 88 |
Deferred | ||
Domestic | ||
Foreign | (2,356) | (414) |
Total | $ (1,791) | $ (326) |
Provision for Income Taxes (D_3
Provision for Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Provisions for employee rights and other temporary differences | $ 260 | $ 129 |
Provisions for bad debt | 696 | |
Net operating loss carry forward | 12,034 | 9,564 |
Valuation allowance | (11,226) | (9,564) |
Deferred tax assets, net of valuation allowance | 1,764 | 129 |
Deferred tax liabilities | ||
Recognition of intangible assets arising from business combinations | (3,952) | (4,256) |
Deferred tax assets (liabilities), net | $ (2,188) | $ (4,127) |
Provision for Income Taxes (D_4
Provision for Income Taxes (Details) - Schedule of reconciliation of income taxes - Income Taxes [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Provision for Income Taxes (Details) - Schedule of reconciliation of income taxes [Line Items] | ||
U.S. federal statutory rate | 21.00% | 21.00% |
Change in valuation allowance | (16.00%) | (20.00%) |
Effective tax rate | 5.00% | 1.00% |
Legal Proceedings (Details)
Legal Proceedings (Details) - USD ($) | Jul. 01, 2021 | Jun. 04, 2021 | Jan. 15, 2021 | Jul. 21, 2020 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2021 | Mar. 31, 2021 | Sep. 22, 2020 |
Legal Proceedings (Details) [Line Items] | |||||||||
Legal proceedings description | In order to resolve the matter, the parties have executed a settlement and release agreement for the release and waiver of the above claims in consideration for the issuance of freely tradable shares of common stock of MICT worth no less than $1,500 (the “Shares”), which Shares were delivered as follows: (i) 67.5% of the Shares to Amnon Mandelbaum; (ii) 7.5% of the Shares to INTE Securities LLC; and (iii) 25% of the Shares to Amini LLC. In addition, by no later than February 16, 2021, MICT would issue 200,000 warrants to purchase 200,000 freely tradable registered shares of common stock of MICT and deliver original copies of such warrants within five business days of the date of issuance of the warrants. The Shares issuable upon exercise of the warrants would be registered on a registration statement. 150,000 of these warrants were issued to Amnon Mandelbaum and 50,000 of these warrants were issued to Amini LLC, or its designee as named in writing. Each warrant was exercisable into one share of registered common stock of MICT until one year after the date of issuance of the warrants at an exercise price of $1.01 per share, and in any other respects, on the same material terms and conditions as are applicable to MICT’s current outstanding warrants including, but not limited to: (i) cashless exercise at all times from the date of issuance of the warrants until to the expiration dates of the warrants, (ii) certain exercise price adjustments, and (iii) other terms that are no less favorable to MICT’s recently issued common stock purchase warrant agreements. MICT was not able to timely file a registration statement to register the Shares, and Shares underlying the warrants per the settlement agreement. The Sunrise parties notified MICT that it has breached the settlement agreement. | ||||||||
MICT payments | $ 1,500,000 | ||||||||
Payment was made | $ 1,000,000 | ||||||||
Payment to settle | $ 600,000 | $ 600 | $ 315 | ||||||
Retainage Deposit | $ 315 | $ 125 | |||||||
Share issued (in Shares) | 60,000 | ||||||||
Legal proceeding, description | Upon Closing, MICT received gross proceeds of approximately $4,700, of which 10% was to be held in escrow (“Escrow Amount’) for up to 14 months after the Closing in order to satisfy any potential indemnification claims. The final consideration amount was adjusted due to Enertec Systems’ debts at the Closing. In addition, Coolisys also assumed approximately $4,000 of Enertec Systems’ debt. In conjunction with, and as a condition to, the Closing, the Company, Enertec Systems, Coolisys, DPW and Mr. David Lucatz, our former Chief Executive Officer and director, executed a consulting agreement, (the “Consulting Agreement”). Pursuant to the Consulting Agreement, we, via Mr. Lucatz, provided Enertec Systems with certain consulting and transitional services over a 3-year period as necessary (but in no event did the services exceed 20% of Mr. Lucatz’s time). Coolisys (via Enertec Systems) was obligated to pay us an annual consulting fee of $150 and to issue to us 150,000 restricted shares of DPW Class A common stock, (the “DPW Shares”). The DPW Shares were to be issued in three equal installments, with the initial installment vesting the day after the Closing and the remaining installments vesting on each of the first two (2) anniversaries of the Closing. The rights and obligations under the Consulting Agreement were assigned to Mr. Lucatz along with the DPW Shares. | ||||||||
Seller parties board members amount | $ 2,500,000 | ||||||||
Maximum [Member] | |||||||||
Legal Proceedings (Details) [Line Items] | |||||||||
Share dollar amount | 1,000,000 | ||||||||
Purchase price | $ 5,250,000 | ||||||||
Minimum [Member] | |||||||||
Legal Proceedings (Details) [Line Items] | |||||||||
Purchase price | $ 4,000,000 | ||||||||
Share Dollar Amount Reduced [Member] | Minimum [Member] | |||||||||
Legal Proceedings (Details) [Line Items] | |||||||||
Share dollar amount | $ 500,000 |
Accrued Severance Pay, Net (Det
Accrued Severance Pay, Net (Details) - Schedule of amounts accrued and the amounts funded with managers insurance policies - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of amounts accrued and the amounts funded with managers insurance policies [Abstract] | ||
Accrued severance pay | $ 56 | $ 157 |
Less - amount funded | 4 | |
Total | $ 56 | $ 153 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of basic and diluted net earnings losses per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Amount for basic loss per share | $ (36,428) | $ (22,992) |
Effect of dilutive instruments | ||
Amount for diluted loss per share | (36,428) | (22,992) |
Denominator: | ||
Denominator for basic earnings per share - weighted average of shares | $ 112,562,199 | $ 27,623,175 |
Basic and diluted continued operation (in Dollars per share) | $ (0.32) | $ (830) |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Merger consideration, description | As consideration for the Merger, the Seller Security Holders collectively shall receive from MICT, in the aggregate, a number of shares of MICT Common Stock equal to (the “Merger Consideration”) the product of (a) 3.44444 and (b) the number of shares of MICT Pre-Closing Common Stock (the total portion of the Merger Consideration amount payable to all Seller Stockholders in accordance with the Merger Agreement). This will result in Tingo shareholders receiving new MICT common shares in an amount equal to approximately 77.5% in the combined company, and current MICT shareholders owning approximately 22.5% on a fully diluted basis following the closing, with a combined estimated group value of $4.09 billion. |