Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 18, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | MICT, Inc. | ||
Entity Central Index Key | 0000854800 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 000-35850 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Incorporation State Country Code | DE | ||
Entity Public Float | $ 6,256,630 | ||
Entity Common Stock, Shares Outstanding | 11,089,532 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 3,154 | $ 2,174 |
Restricted cash | 45 | |
Trade accounts receivable, net | 1,010 | |
Short-term loan to Related party Micronet Ltd, net | 281 | |
Inventories | 4,345 | |
Other current assets | 937 | 339 |
Total current assets | 4,417 | 7,868 |
Property and equipment, net | 29 | 661 |
Intangible assets, net and others | 434 | |
Long-term deposit and prepaid expenses | 703 | |
Restricted cash escrow | 477 | 477 |
Micronet Ltd. Equity method investment | 994 | |
Total long-term assets | 1,500 | 2,275 |
Total assets | 5,917 | 10,143 |
LIABILITIES AND EQUITY | ||
Short term bank credit and current portion of long term bank loans | 2,806 | |
Short term credit from others and current portion of long term loans from others | 3,004 | |
Trade accounts payable | 1,531 | |
Other current liabilities | 290 | 1,211 |
Total current liabilities | 290 | 8,552 |
Long term loans from others | 1,856 | |
Long term escrow | 477 | 477 |
Accrued severance pay | 50 | 110 |
Total long term liabilities | 2,383 | 587 |
Stockholders' Equity: | ||
Convertible Preferred stock; $0.001 par value, 2,386,363 and 0 shares authorized, issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 2 | |
Common stock; $0.001 par value, 25,000,000 shares authorized, 11,089,532 and 9,342,088 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 11 | 9 |
Additional paid in capital | 14,107 | 11,905 |
Additional paid in capital - preferred stock | 6,028 | |
Accumulated other comprehensive (loss) | 70 | (117) |
Accumulated loss | (16,974) | (12,757) |
MICT, Inc. stockholders' equity | 3,244 | (960) |
Non-controlling interests | 1,964 | |
Total equity | 3,244 | 1,004 |
Total liabilities and equity | $ 5,917 | $ 10,143 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 2,386,363 | 2,386,363 |
Convertible Preferred stock, shares issued | 0 | 0 |
Convertible Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 11,089,532 | 9,342,088 |
Common stock, shares outstanding | 11,089,532 | 9,342,088 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 477 | $ 14,162 |
Cost of revenues | 846 | 10,652 |
Gross profit (loss) | (369) | 3,510 |
Operating expenses: | ||
Research and development | 255 | 1,906 |
Selling and marketing | 198 | 1,582 |
General and administrative | 3,027 | 6,345 |
Impairment of goodwill | 1,466 | |
Amortization of intangible assets | 20 | 1,298 |
Total operating expenses | 3,500 | 12,597 |
Loss from operations | (3,869) | (9,087) |
Share in investee losses | 795 | |
Gain from loss of control of subsidiary | (299) | |
Finance expense, net | 388 | 1,267 |
Loss before provision for income taxes | (4,753) | (10,354) |
Taxes on income (benefit) | (17) | (606) |
Net loss from continued operation | (4,770) | (10,960) |
Net income from discontinued operation | 4,894 | |
Total Net Loss | (4,770) | (6,066) |
Net loss attributable to non-controlling interests | 553 | 3,456 |
Net loss attributable to MICT | $ (4,217) | $ (2,610) |
Loss per share attributable to MICT: | ||
Basic and diluted loss per share from continued operation | $ (0.39) | $ (0.81) |
Basic and diluted loss per share from discontinued operation | $ (0.53) | |
Weighted average common shares outstanding: | ||
Basic and diluted | 10,697,329 | 9,166,443 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) | $ (4,770) | $ (6,066) |
Other comprehensive loss, net of tax: | ||
Comprehensive income attribute to investment in Micronet. LTD | (70) | |
Currency translation adjustment | (6) | (135) |
Total comprehensive loss | (4,846) | (6,201) |
Comprehensive loss attributable to the non-controlling interests | (463) | (3,631) |
Comprehensive loss attributable to MICT | $ (4,383) | $ (2,570) |
Statements of Changes in Equity
Statements of Changes in Equity - USD ($) $ in Thousands | Series A Preffered Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Non-controlling Interest | Total |
Balance at Dec. 31, 2017 | $ 8 | $ 10,881 | $ (10,147) | $ (363) | $ 5,595 | $ 5,974 | ||
Balance, Shares at Dec. 31, 2017 | 8,645,656 | |||||||
Shares issued to service providers and employees | 170 | 170 | ||||||
Shares issued to service providers and employees, shares | 123,500 | |||||||
Stock based compensation | 377 | 377 | ||||||
Issuance of warrants | 74 | 74 | ||||||
Comprehensive loss | (2,610) | 246 | (3,837) | (6,201) | ||||
Stock based compensation in subsidiary | (206) | 206 | 0 | |||||
Issuance of shares, net | $ 1 | 609 | 610 | |||||
Issuance of shares, net, shares | 572,959 | |||||||
Balance at Dec. 31, 2018 | $ 9 | 11,905 | (12,757) | (117) | 1,964 | 1,004 | ||
Balance, Shares at Dec. 31, 2018 | 9,342,115 | |||||||
Shares issued to service providers and employees | 603 | 603 | ||||||
Shares issued to service providers and employees, shares | 500,600 | |||||||
Stock based compensation | 61 | 61 | ||||||
Comprehensive loss | (4,217) | (236) | (393) | (4,846) | ||||
Stock based compensation in subsidiary | 70 | (70) | ||||||
Loss of control of subsidiary | 423 | (1,501) | (1,078) | |||||
Issuance of shares, net | $ 2 | 1,346 | 1,348 | |||||
Issuance of shares, net, shares | 1,246,817 | |||||||
Issuance of shares, net- Series A Preferred Stock and warrants | $ 2 | 122 | 6,028 | 6,152 | ||||
Issuance of shares, net- Series A Preferred Stock and warrants, shares | 2,386,363 | |||||||
Balance at Dec. 31, 2019 | $ 2 | $ 11 | $ 14,107 | $ 6,028 | $ (16,974) | $ 70 | $ 0 | $ 3,244 |
Balance, Shares at Dec. 31, 2019 | 2,386,363 | 11,089,532 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss from continued operation | $ (4,770) | $ (10,960) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Capital gain from disposal | (299) | (6,844) |
Share in investee losses | 608 | |
Impairment of equity method investment in Micronet LTD | 187 | |
Impairment of loan to Micronet | 94 | |
Depreciation and amortization | 88 | 1,418 |
Goodwill impairment | 1,466 | |
Gain from sale of property and equipment, net | 72 | |
Change in fair value of derivatives, net | (11) | |
Change in deferred taxes, net | 522 | |
Extinguishment of loan costs and commissions | 334 | |
Accrued interest and exchange rate differences on bank loans | 109 | 26 |
Accrued interest and exchange rate differences on loans from others | 664 | |
Accrued interest and exchange rate differences on loans from others-YII | 122 | 548 |
Stock-based compensation for employees and consultants | 594 | |
Changes in operating assets and liabilities: | ||
Decrease in trade accounts receivable | 672 | 4,049 |
Decrease in inventories | 348 | 534 |
Decrease in accrued severance pay, net | (6) | (14) |
Decrease (increase) in other accounts receivable and long term other receivables | (1,119) | 32 |
Decrease in trade accounts payable | (394) | (2,234) |
Decrease in other accounts payable | (31) | (1,761) |
Net cash used in operating activities | (3,797) | (5,315) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Consideration from disposal of discontinued operation | 4,295 | |
Purchase of property and equipment | (57) | (44) |
Loan to Related party Micronet Ltd. | (375) | |
Deconsolidation of Micronet Ltd. (Appendix A) | (608) | |
Net cash provided by (used in) investing activities | (1,040) | 4,251 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Extinguishment of loan costs | (334) | |
Short term bank loans | 1,399 | |
Receipt of loans from others, net | 1,856 | 4,826 |
Repayment of loans from others | (1,778) | (5,450) |
Repayment of bank loans, net | (352) | |
Issuance of convertible preferred shares and warrants net | 6,030 | |
Issuance of warrants | 122 | 74 |
Issuance of shares, net | 479 | |
Net cash provided by financing activities | 5,878 | 994 |
NET CASH DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 1,041 | (70) |
Cash, Cash Equivalents and restricted cash at the beginning of the period | 2,174 | 2,398 |
TRANSLATION ADJUSTMENT OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (16) | (154) |
Cash, Cash Equivalents and restricted cash at end of the period | 3,199 | 2,174 |
Supplemental disclosure of cash flow information: | ||
Interest | 387 | 841 |
Taxes | $ 21 | $ 46 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Feb. 24, 2019 | |
Statement of Cash Flows [Abstract] | |||
Working capital other than cash | $ (2,301) | ||
Finance lease | 359 | ||
Accrued severance pay, net | 60 | ||
Translation reserve | (423) | ||
Micronet Ltd investment in fair value | 1,711 | ||
Non controlling interests | 1,501 | ||
Net gain from loss of control | (299) | ||
Cash | $ 608 | ||
Conversion into shares of YA convertible loan | 1,250 | 130 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Overview MICT Inc., we, or the Company, was formed as a Delaware corporation on January 31, 2002. On March 14, 2013, the Company changed its corporate name from Lapis Technologies, Inc. to Micronet Enertec Technologies, Inc. On July 13, 2018, following the sale of its former subsidiary Enertec Systems Ltd., the Company changed the Company name from Micronet Enertec Technologies, Inc. to MICT, Inc. Our shares have been listed for trade on the Nasdaq Capital Market, or Nasdaq, since April 29, 2013. The Company's business relates to its ownership interest in its Israel-based, former subsidiary, Micronet Ltd., or Micronet, in which the Company previously held a majority ownership interest that has since been diluted to a minority ownership interest. Micronet operates in the growing commercial Mobile Resource Management, or MRM, market. Micronet through both its Israeli and U.S. operational offices designs, develops, manufactures and sells rugged mobile computing devices that provide fleet operators and field workforces with computing solutions in challenging work environments. As of December 31, 2018, the Company held 49.89% of Micronet's issued and outstanding shares, and together with an irrevocable proxy in our benefit from Mr. David Lucatz, the Company's President and Chief Executive Officer, we held 50.07% of the voting interest in Micronet as of such date. On February 24, 2019, Micronet closed a public equity offering on the Tel Aviv Stock Exchange, or the TASE. As a result of Micronet's offering, our ownership interest in Micronet was diluted from 49.89% to 33.88%. On February 24, 2019, Mr. David Lucatz, our President and Chief Executive Officer, executed an irrevocable proxy assigning his voting power over 1,980,000 shares of Micronet for our benefit. As a result, our voting interest in Micronet stood at 39.53% of the issued and outstanding shares of Micronet. The decrease in the Company's voting interest in Micronet resulted in the deconsolidation of Micronet's operating results from our financial statements as of February 24, 2019. Therefore, commencing from February 24, 2019, the Company accounts for the investment in Micronet in accordance with the equity method. As a result of the deconsolidation, the Company recognized a net gain of $299 in February 2019. On September 5, 2019, Micronet closed a public equity offering on the TASE. As a result, our ownership interest in Micronet was diluted from 33.88% to 30.48%, and our current voting interest in Micronet stands at 37.79% of the issued and outstanding shares of Micronet. Micronet's vehicle portable tablets offers computing power and communication capabilities that provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage. Furthermore, users are able to manage the drivers in various aspects, such as: driver behavior, driver identification, reporting hours worked, customer/organization working procedures and protocols, route management and navigation based on tasks and time schedule. End users may also receive real time messages for various services such as pickup and delivery, repair and maintenance, status reports, alerts, notices relating to the start and ending of work, digital forms, issuing and printing of invoices and payments. Through its SmartHub product, Micronet provides its consumers with services such as driver recognition, identifying and preventing driver fatigue, recognizing driver behavior, preventive maintenance, fuel efficiency and an advanced driver assistance system. In addition, Micronet provides third party telematics service providers, or TSPs, a platform to offer services such as "Hours of Service." Micronet previously commenced and continues to evaluate integration with other TSPs. Micronet is currently entering the video analytics device market by developing an all in-one video telematics device known as Micronet SmartCam. Micronet SmartCam technologically, based on the powerful flexible android platform, is expected to be a ruggedized, integrated, and ready-to-go smart camera supporting complete telematics features designed for in-vehicle use. Coupled with vehicle-connected interfaces, state of the art diagnostic capabilities, and two cameras, it offers video analytics and telematics services, addressing safety, vehicle health, and tracking needs of commercial fleets. We believe that Micronet SmartCam provides a versatile, advanced, and affordable mobile computing platform for a variety of fleet management and video analytics solutions. The powerful computing platform, coupled with the Android 9 operating system, allows the company customers to run their applications or pick and choose a set of applications and services from Micronet marketplace. Micronet's customers consist primarily of application service providers, or ASPs, and solution providers specializing in the MRM market. These companies sell Micronet's products as part of their MRM systems and solutions. Currently, Micronet does not sell directly to end users. Micronet customers are generally MRM solution and service providers, ASP providers in the transportation market, including long haul, local fleets' student transportation (yellow busses) and fleet and field management systems for construction and heavy equipment. Micronet products are used by customers worldwide. Micronet operates and conducts its business in the U.S. market through Micronet Inc., a wholly owned subsidiary located in Utah. The Micronet U.S.-based business, operations and facilities include a logistics warehouse and distribution center, and technical service and support infrastructure as well as sales and marketing capabilities which allow Micronet to continue expansion into the U.S. market while support its existing U.S.-based customers with further accessibility and presence to local fleets and local MRM service providers. Acquisition Agreement with BNN Technology PLC On December 18, 2018, we, Global Fintech Holdings Ltd., a British Virgin Islands corporation, or GFH, GFH Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of GFH, or Merger Sub, BNN, Brookfield Interactive (Hong Kong) Limited, a Hong Kong company and a subsidiary of BNN, or BI China, ParagonEx LTD, a British Virgin Islands company, or ParagonEx, certain holders of ParagonEx's outstanding ordinary shares and a trustee thereof, and Mark Gershinson, in the capacity as the representative of the ParagonEx sellers, entered into an Acquisition Agreement, or the Acquisition Agreement, pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Acquisition Agreement, Merger Sub would merge with and into the Company, as a result of which each outstanding share of the Company's common stock and warrant to purchase the same would be cancelled in exchange for the right of the holders thereof to receive 0.93 substantially equivalent securities of GFH, after which GFH would acquire (i) all of the issued and outstanding securities of BI China in exchange for newly issued ordinary shares of GFH and (ii) all of the issued and outstanding ordinary shares of ParagonEx for a combination of cash in the amount equal to approximately $25 million (the majority of which was raised in a private placement by GFH), unsecured promissory notes and newly issued ordinary shares of GFH, or collectively, the Transactions. In furtherance of the Transactions, and upon the terms and subject to the conditions described in the Acquisition Agreement, BNN agreed to commence a tender offer, or the Offer, as promptly as practicable and no event later than 15 business days after the execution of the Acquisition Agreement, to purchase up to approximately 20% of the outstanding shares of the Company's common stock at a price per share of $1.65, net to the sellers in cash, without interest, or the Offer Price. On March 13, 2019. the deadline for the Offer was extended to April 8, 2019. Additionally, following the Transactions, it was contemplated that the certain of the company's operating business assets, including company's interest in Micronet, would be spun off to company's stockholders who continue to retain shares of company's common stock after the Offer. Subject to the terms and conditions of the Acquisition Agreement, and assuming that none of the shares of company's common stock are purchased by BNN in connection with the Offer, company's stockholders would own approximately 5.27% of GFH after giving effect to the transactions contemplated by the Acquisition Agreement. On May 31, 2019, we terminated the spin-off of Micronet and in June 2019, the Offer was terminated. Effective November 7, 2019, we, BNN, BI China and ParagonEx (the "Parties") entered into a mutual Termination Agreement (the "Termination Agreement"), pursuant to which the parties agreed to terminate the 2018 Acquisition Agreement, effective immediately. Merger Agreement with GFH On November 7, 2019, company's, GFH Intermediate Holdings Ltd., a British Virgin Islands company ("Intermediate") that is wholly owned by GFH entered into, and MICT Merger Subsidiary Inc., a to-be-formed British Virgin Islands company and a wholly owned subsidiary of MICT ("Merger Sub"), shall upon execution of a joinder enter into, an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Intermediate, with Intermediate continuing as the surviving entity, and each outstanding share of Intermediate's common stock shall be cancelled in exchange for the right of the holders thereof to receive a substantially equivalent security of MICT (collectively, the "Acquisition"). GFH will receive an aggregate of 109,946,914 shares of MICT common stock as merger consideration in the Acquisition. Concurrent with the execution of the Merger Agreement, Intermediate entered into (i) a share exchange agreement with Beijing Brookfield Interactive Science & Technology Co. Ltd., an enterprise formed under the laws of the Peoples Republic of China ("Beijing Brookfield"), pursuant to which Intermediate will acquire all of the issued and outstanding ordinary shares and other equity interest of Beijing Brookfield from the shareholders of Beijing Brookfield in exchange for 16,310,759 newly issued shares of GFH and (ii) a share exchange agreement with ParagonEx, shareholders of ParagoneEx specified therein (the "ParagonEx Sellers") and Mark Gershinson, pursuant to which, the ParagonEx Sellers will transfer to Intermediate all of the issued and outstanding securities of ParagonEx in exchange for Intermediate's payment and delivery of $10.0 million in cash, which is to be paid upon the closing of the Acquisition, and 75,132,504 newly issued shares of GFH deliverable at the closing of the share exchange. After giving effect to the Acquisition, the conversion of the Convertible Debentures (as defined below) and the conversion or exercise of the securities issued by MICT pursuant to the Offering of Series A Convertible Preferred Stock and Warrants and the Offering of Convertible Note and Warrants, each as further below, it is expected that MICT will have approximately $15.0 million of cash as well as ownership of ParagonEx and Beijing Brookfield and that MICT's current stockholders will own approximately 11,089,532 shares, or 7.64%, of the 145,130,577 shares of MICT common stock outstanding. Consummation of the transactions contemplated by the Merger Agreement is subject to certain closing conditions, including, among other things, approval by the stockholders of MICT and receipt of a fairness opinion indicating that the transactions contemplated by the Merger Agreement are fair to the stockholders of MICT. The Merger Agreement contains certain termination rights for the Company and Intermediate. The Merger Agreement also contains customary representations, warranties and covenants made by, among others, MICT, Intermediate and Merger Sub, including as to the conduct of their respective businesses (as applicable) between the date of signing the Merger Agreement and the closing of the transactions contemplated thereby. The Merger Agreement provides that all options to purchase shares of the Company's common stock that are outstanding and unexercised shall be accelerated in full effective as of immediately prior to the effective time of the Acquisition. The options shall survive the closing of the Acquisition for a period of 15 months from the date of the closing of the Acquisition and all equity incentive plans of the Company shall remain in effect. Consummation of the Merger Agreement is subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Merger Agreement by the requisite vote of MICT's stockholders; (ii) expiration of the applicable waiting period under any antitrust laws, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) receipt of requisite regulatory approval, (iv) receipt of required consents and provision of required notices to third parties, (v) no law or order preventing or prohibiting the Merger or the other transactions contemplated by the Merger Agreement or the Closing; (vi) no restraining order or injunction preventing the Merger or the other transactions contemplated by the Merger Agreement; (vii) appointment or election of the members of the post-Closing MICT board of directors as agreed, and (viii) the filing of the definitive proxy statement with the SEC. In addition, prior to the consummation of the Merger, if the Merger Agreement is terminated after the closing of the Beijing Brookfield Acquisition or the ParagonEx Acquisition, as the case may be, or if the Merger does not close by the outside date set forth in the Merger Agreement, the transactions contemplated by the Beijing Brookfield Share Exchange Agreement and the ParagonEx Share Exchange Agreement, may be unwound. In the event of an unwinding of such acquisitions, GFH will return the Beijing Brookfield shares to BI Interactive and the ParagonEx shares to the Paragon Ex Sellers and in turn BI Interactive and the ParagonEx Sellers will return the shares of Global Fintech received in the applicable share exchange. Voting Agreement " Offering of Series A Convertible Preferred Stock and Warrants On June 4, 2019, we entered into a Securities Purchase Agreement (the "Preferred Securities Purchase Agreement") with the purchasers named therein (the "Preferred Purchasers") subject to approval by the Nasdaq Stock Market for as to the eligibility of the transaction, pursuant to which we agreed to sell 3,181,818 shares of newly designated Series A Convertible Preferred Stock with a stated value of $2.20 per share (the "Preferred Stock"). The Preferred Stock, which shall be convertible into up to 6,363,636 shares of the company's common stock, par value $0.001 per share (the "Common Stock"), shall be sold together with certain Common Stock purchase warrants (the "Preferred Warrants") to purchase up to 4,772,727 shares of Common Stock (representing 75% of the aggregate number of shares of Common Stock into which the Preferred Stock shall be convertible), for aggregate gross proceeds of $7 million to us (the "Preferred Offering"). The terms of the Preferred Securities Purchase Agreement were approved by Nasdaq Stock Market on July 31, 2019 and as a result the company issued the preferred stock along with the warrants. The Preferred Stock shall be convertible into Common Stock at the option of each holder of Preferred Stock at any time and from time to time at a conversion price of $1.10 per share, and shall also convert automatically upon the occurrence of certain events, including the completion by us of a fundamental transaction. Commencing on March 31, 2020, cumulative cash dividends shall become payable on the Preferred Stock at the rate per share of 7% per annum, which rate shall increase to 14% per annum on June 30, 2020. We shall also have the option to redeem some or all of the Preferred Stock, at any time and from time to time, beginning on December 31, 2019. The holders of Preferred Stock shall vote together with the holders of Common Stock as a single class on as-converted basis, and the holders of Preferred Stock holding a majority-in-interest of the Preferred Stock shall be entitled to appoint an independent director to the company's board of directors (the "Preferred Director"). The Preferred Securities Purchase Agreement provides for customary registration rights. The Preferred Warrants shall have an exercise price of $1.01 (subject to customary adjustment in the event of future stock dividends, splits and the like), which is above the average price of the Common Stock during the preceding five trading days of entry into the Preferred Securities Purchase Agreement, and shall be exercisable immediately, until the earlier of (i) two years from the date of issuance or (ii) the later of (a) 180 days after the closing by the Company of a change of control transaction, or (b) the company's next debt or equity financing of at least $20 million. Offering of Convertible Note and Warrants On June 4, 2019, we entered into a Securities Purchase Agreement (the "Note Purchase Agreement") with BNN subject to approval by the Nasdaq Stock Market for as to the eligibility of the transaction, pursuant to which BNN agreed to purchase from us $2 million of convertible notes, which subscription amount shall be subject to increase by up to an additional $1 million as determined by BNN and us (collectively, the "Convertible Notes"). The Convertible Notes, which shall be convertible into up to 2,727,272 shares of Common Stock (using the applicable conversion ratio of $1.10 per share), shall be sold together with certain Common Stock purchase warrants (the "Note Warrants") to purchase up to 2,727,272 shares of Common Stock (representing 100% of the aggregate number of shares of Common Stock into which the Convertible Notes are convertible) (the "Convertible Note Offering"). The Convertible Notes shall have a duration of two (2) years. The Convertible Notes shall be convertible into Common Stock at the option of the Note Purchaser at any time and from time to time, and upon the issuance of one or more Convertible Notes. Darren Mercer, the Chief Executive Officer of BNN, was appointed to the Company's board of directors (the "Note Director"). The Note Purchase Agreement provides for customary registration rights. The terms of the note purchase agreement were approved by Nasdaq Stock Market on July 31, 2019 and as a result the company issued the convertible notes along with the warrants. The Note Warrants shall have an exercise price of $1.01 (subject to customary adjustment in the event of future stock dividends, splits and the like), and shall be exercisable immediately upon receipt of stockholder approval of the Convertible Note Offering, until the earlier of (i) two years from the date of issuance or (ii) the later of (a) 180 days after the closing by the Company of a change of control transaction, or (b) the company's next debt or equity financing of at least $20 million. In accordance with ASC 470 "Debt", the Company analyzed the Note Purchase Agreement and the Preferred Securities Purchase Agreement (as described above) as combined transaction, as both agreements were signed simultaneously with an overall objective and as a result allocated the total proceeds between convertible notes, the warrants and Series A Convertible Preferred Stock based on their relative fair value at the closing date. The Company analyzed the warrants issued, the convertible conversation feature and Series A Convertible Preferred Stock and concluded that they meet the definition of an equity instrument. On January 21, 2020, we entered into a Conversion Agreement with BNN, pursuant to which BNN agreed to convert the outstanding convertible note, issued on July 31, 2019, into 1,818,181 shares of the Company's newly-designated Series B Preferred Stock, par value $0.001 per share, with a stated value of $1.10 per share (the "Series B Preferred") (collectively, the "Conversion"). In accordance with the Conversion, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of the State of Delaware on January 21, 2020 to designate the rights and preferences of up to 1,818,181 shares of Series B Preferred. Offering of Secured Convertible Debentures On November 7, 2019, we entered into a Securities Purchase Agreement (the "Primary Purchase Agreement") with certain investors identified therein (the "Primary Purchasers") pursuant to which, among other things, the Primary Purchasers agreed, subject to the satisfaction or waiver of the conditions set forth in the Primary Purchase Agreement, to purchase from us 5% senior secured convertible debentures due 2020 (the "Primary Convertible Debentures") with an aggregate principal amount of approximately $15.9 million (the "Primary Convertible Debenture Offering"). The proceeds of $15.9 million from the sale of the Primary Convertible Debentures were funded on January 21, 2020. Concurrently with entry into the Primary Purchase Agreement, we entered into a separate Securities Purchase Agreement (the "Non-Primary Purchase Agreement" and, together with the Primary Purchase Agreement, the "Purchase Agreements") with certain investors identified therein (the "Non-Primary Purchasers" and, together with the Primary Purchasers, the "Purchasers") pursuant to which, among other things, the Non-Primary Purchasers agreed, subject to the satisfaction or waiver of the conditions set forth in the Non-Primary Purchase Agreement, to purchase from us 5% senior secured convertible debentures due 2020 (the "Non-Primary Convertible Debentures" and, together with the Primary Convertible Debentures, the "Convertible Debentures") with an aggregate principal amount of $9.0 million (together with the Primary Convertible Debenture Offering, collectively, the "Convertible Debenture Offering"). The Convertible Debentures shall be convertible into our shares of Common Stock at a conversion price of $1.41 per share. The Convertible Debentures will be due upon the earlier of (i) six months from the date of issuance and (ii) the termination of the Merger Agreement. We are obligated to pay interest to the Purchasers on the outstanding principal amount at the rate of 5% per annum, payable quarterly, in cash or, at our option in certain instances, in shares of Common Stock. We may not voluntarily prepay any portion of the principal amount of the Convertible Debentures without the prior written consent of the Purchasers. Subject to stockholder approval of an increase in the shares of Common Stock to allow for the full conversion of the Convertible Debentures into Common Stock, the Convertible Debentures shall be convertible into Common Stock at the option of the Purchasers at any time and from time to time. Upon the closing of the Acquisition and written notice from us to the Purchasers, the Purchasers shall be forced to convert the Convertible Debentures into our shares of Common Stock (the "Forced Conversion"). Upon the occurrence of certain events, including, among others, if we fail to file a preliminary proxy statement with respect to the Acquisition on or prior to November 18, 2019, if the Forced Conversion does not occur on or before January 24, 2020, or certain breaches of the Primary Purchasers' Registration Rights Agreement (as defined below), the Primary Purchasers are permitted to require us to redeem the Primary Convertible Debentures, including any interest that has accrued thereunder, for cash. The Proceeds of $15.9 million from the sale of the Primary Convertible Debentures were funded on January 21, 2020 and placed in a separate blocked account that shall remain subject to a deposit account control agreement until the closing of the Merger. We shall not have access to such proceeds until the closing of the Acquisition and only upon the satisfaction of certain other requirements, including, among other things, effectiveness of the Resale Registration Statement (as defined below). The Purchase Agreements provide for customary registration rights, pursuant to their respective registration rights agreement to be entered into at the time of the closing of the Convertible Debenture Offering (each, a "Registration Rights Agreement"). Pursuant to the Registration Rights Agreements, the we are obligated to, among other things, (i) file a registration statement (the "Resale Registration Statement") with the SEC for purposes of registering the shares of Common Stock issuable upon the conversion of the Convertible Debentures and (ii) use its best efforts to cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable after filing, and in any event no later than the effectiveness of the Acquisition. The Registration Rights Agreements contains customary terms and conditions for a transaction of this type, including certain customary cash penalties on us for our failure to satisfy the specified filing and effectiveness time periods. On November 12, 2019, the Company filed an Amended Certificate of Designation of the Preferences, Rights and Limitations with the Secretary of State of Delaware to remove the prohibition on forced conversions of the Company's Series A Preferred Stock, par value $0.001 per share, into shares of common stock in the event the Company's stockholders approve the Acquisition after December 31, 2019. The proceeds of the Convertible Debenture Offering, approximately $25 million out of which $15.9 million were received on January 2020, have been placed in a blocked bank account, pursuant to a deposit account control agreement, to be entered into. The Company shall not have access to such proceeds until the closing of the Acquisition and only upon the satisfaction of certain other requirements, including, among other things, effectiveness of the Resale Registration Statement. In connection with the Convertible Debentures, on January 17, 2020, the Company, certain of its subsidiaries, the Primary Purchasers and the representative thereof, as collateral agent, entered into a security agreement, or the Primary Security Agreement. Pursuant to the Primary Security Agreement, the Company and certain of its subsidiaries granted to the Primary Purchasers a first priority security interest in, a lien upon and a right of set-off against all of their personal property (subject to certain exceptions) to secure the Primary Convertible Debentures. On January 17, 2020, the parties also entered into a registration rights agreement, or the Primary Registration Rights Agreement. Pursuant to the Primary Registration Rights Agreement, the Company has agreed to, among other things, (i) file a registration statement, or the Resale Registration Statement with SEC within seven business days following the filing of an initial proxy statement with respect to the contemplated merger by and among the Company, Intermediate, and Merger Sub, for purposes of registering the shares of common stock issuable upon conversion of the Primary Convertible Debentures, and (ii) use its best efforts to cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable after filing, and in any event no later than the effectiveness of the . The Primary Registration Rights Agreement contains customary terms and conditions for a transaction of this type, including certain customary cash penalties on the Company for its failure to satisfy the specified filing and effectiveness time periods. In July 2019, the Company paid all of its outstanding bank loans in the amount of $251. During 2019, the Company repaid the entire outstanding principal balance of the Series B Convertible Debentures to YA II in the aggregate amount of $1,225, which was paid in shares of the Company's common stock, and in October 31, 2019, the Company paid all of its outstanding principal balance, together with its accrued interest and a required 10% premium, of the Series A Convertible Debentures issued to YA II in the aggregate amount of $2,057 cash. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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). Principle of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation. Functional Currency The functional currency of MICT is the U.S. dollar. The functional currency of certain subsidiaries is their local currency. The financial statements of those companies are included in consolidation, based on translation into U.S. dollars. Assets and liabilities are translated at year-end-exchange rates, while revenues and expenses are translated at monthly average exchange rates during the year. Differences resulting from translation are presented in the consolidated statements of comprehensive income. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents Cash equivalents are considered by the Company to be highly-liquid investments, including inter-alia, short-term deposits with banks, which do not exceed maturities of three months at the time of deposit and which are not restricted. Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and receivables are not overstated due to uncollectability. The allowance for doubtful accounts was based on specific receivables, which their collection, in the opinion of Company's management, is in doubt. Trade receivables are charged off in the period in which they are deemed to be uncollectible. As of December 31, 2019, and 2018, the allowance for doubtful accounts amounted to $116 and $1,330, respectively. Inventories Inventories of raw materials are stated at the lower of cost (first-in, first-out basis) or realizable value. Cost of work in process is comprised of direct materials, direct production costs and an allocation of production overheads based on normal operating capacity. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over their estimated useful lives. Annual rates of depreciation are as follows: Leasehold improvements Over the shorter of the lease term or the life of the assets Machinery and equipment 7-14 years Furniture and fixtures 10-14 years Transportation equipment 7 years Computer equipment 3 years Stock Based Compensation The Company accounts for stock based compensation under the fair market value method under which compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. For stock options, fair value is determined using an option-pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the volatility of the underlying stock, the expected dividends on it, and the risk-free interest rate over the expected life of the option. Research and Development Costs Research and development costs are charged to statements of income as incurred net of grants from the Israel Innovation Authority (formerly known as the Israel Office of the Chief Scientist of the Ministry of Economy), or IIA. Earnings (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. Long-Lived Assets and Intangible Assets Intangible assets that are not considered to have an indefinite useful life are amortized using the straight-line basis over their estimated useful lives. The company evaluates property and equipment and purchased intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. As of December 31, 2017, no indicators of impairment have been identified. As of December 31, 2018 all intangible assets were fully amortized. Goodwill Previously the goodwill was recorded at Micronet. The goodwill impairment test was conducted in two steps. In the first step, Micronet determines the fair value of the reporting unit. If the net book value of the reporting unit exceeds the fair value, the Micronet would then perform the second step of the impairment test, which required the allocation of the reporting unit's fair value of all its assets and liabilities in a manner similar to acquisition cost allocation, with any residual fair value being allocated to goodwill. The implied fair value of the goodwill was then compared to the carrying value to determine impairment, if any. Micronet has one operating segment and one operating unit related to its product offerings in the MRM market. As of December 31, 2018, Micronet's market capitalization was significantly lower than the net book value of the reporting unit. In establishing the appropriate market capitalization, the Micronet looked at the date that the annual impairment test is performed (December 31, 2018). In order to calculate its market capitalization, Micronet used the price per share of NIS 0.46. Following the results of the step one test, Micronet continued to the second step, which was performed by allocating the reporting unit's fair value to all of its assets and liabilities, with any residual fair value being allocated to goodwill. Micronet determined that the carrying value of goodwill should be impaired and therefore an impairment of $1.466 million was recorded. Revenue Recognition With respect to Micronet applicable revenue recognition 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. 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. 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. 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 and marketable securities. 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. 2. Fair value measurement: The Company measures fair value and discloses fair value measurements for financial and non-financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This guidance results in a more faithful representation of the rights and obligations arising from operating and capital leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. This guidance is effective for interim and annual periods beginning after December 15, 2018. We used the modified retrospective transition approach in ASU No. 2018-11 and apply the new lease requirements through a cumulative-effect adjustment in the period of adoption. The new standard had no effect on our consolidated financial statements, as we have no right of use assets and, or lease liabilities. The new standard provides a number of optional practical expedients in transition. We elected the package of practical expedients, which permits us not to reassess, under the new standard, our prior conclusions about lease identification, lease classification and initial direct costs. We used the practical expedient under which, a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. We didn't elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. Further, this new accounting standard had no a material impact on our debt covenants. The implementation of this standard didn't have a material impact on our results of operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 3 — FAIR VALUE MEASUREMENTS Items carried at fair value on an ongoing basis as of December 31, 2019 and 2018 are classified in the table below in one of the three categories described in Note 2. Fair value measurements December 31, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 2,174 - - 2,174 Total $ 2,174 - - 2,174 Fair value measurements using input type December 31, 2019 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 3,154 - - 3,154 Restricted cash 45 - - 45 Short-term loan to Related party Micronet Ltd, net - 281 - 281 Total 3,199 281 - 3,480 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 — INVENTORIES Inventories are stated at the lower of cost or market, computed using the first-in, first-out method. Inventories consist of the following: December 31, 2019 2018 Raw materials $ - $ 3,800 Work in process and finished product - 545 $ - $ 4,345 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 5 — PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Building $ - $ 1,851 Computer equipment 15 790 Dies 553 Furniture and fixtures 23 313 Machinery and equipment 7 299 Transportation equipment 68 62 113 3,868 Less accumulated depreciation (84 ) (3,207 ) $ 29 $ 661 Depreciation expenses totaled $88 and $312, for the years ended December 31, 2019 and 2018, respectively |
Intangible Assets and Others, N
Intangible Assets and Others, Net | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND OTHERS, NET | NOTE 6 — INTANGIBLE ASSETS AND OTHERS, NET Composition: Useful life December 31, years 2019 2018 Original amount: Technology 5 $ - $ 2,010 Customer related intangible assets 3-5 - 3,470 $ - $ 5,480 Accumulated amortization: Technology 5 $ - $ 2,010 Customer related intangible assets 3-5 - 3,470 5 $ - $ 5,480 Net Amount: $ - $ - Prepaid lease expenses and capitalization of license - 434 $ - $ 434 |
Short-Term Bank Loans
Short-Term Bank Loans | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
SHORT-TERM BANK LOANS | NOTE 7 — SHORT-TERM BANK LOANS Composition: Interest rate Total short-term liabilities 2018 Linkage December 31, % basis 2019 2018 Due to banks Prime plus 2.45% NIS $ - $ 2,330 Current portion - 476 $ - $ 2,806 As of December 31, 2018, the Company had short-term bank credit of $2,806 comprised as follows: $476 current portion of long-term loans of Micronet and $1,566 of short-term bank loans that bear interest of prime plus 2.45% through prime plus 2.5% paid either on a monthly or weekly basis and long term loans of $764 that were classified to the short term loans due to the fact Micronet does not meet its covenants. I n July 2019, the Company paid all of its outstanding bank loans in the amount of $251. As of December 31, 2019, the Company had no short-term bank credit. |
Loans from Others
Loans from Others | 12 Months Ended |
Dec. 31, 2019 | |
Loans from Others [Abstract] | |
LOANS FROM OTHERS | NOTE 8 — LOANS FROM OTHERS On March 29, 2018, the Company and MICT Telematics Ltd. (formerly known as Enertec Electronics Ltd.), or MICT Telematics, a subsidiary of the Company, executed and closed on a securities purchase agreement with YA II whereby the Company issued and sold to YA II (1) certain Series A Convertible Debentures in the aggregate principal aggregate amount of $3,200, or the Series A Debentures, and (2) a Series B Convertible Debenture in the principal aggregate amount of $1,800, or the Series B Debenture. The Series A Debentures were issued in exchange for the cancellation and retirement of certain promissory notes issued by the Company to YA II on October 28, 2016, December 22, 2016, June 8, 2017 and August 22, 2017, with a total outstanding aggregate principal amount of $3,200. The Series B Debenture was issued and sold for aggregate gross cash proceeds of $1,800. In addition, pursuant to the terms of the securities purchase agreement, the Company agreed to issue to YA II a warrant to purchase up to 375,000 shares of the Company's common stock at an exercise price of $2.00 per share, a warrant to purchase up to 200,000 shares of the Company's common stock at an exercise price of $3.00 per share and a warrant to purchase up to 112,500 shares of the Company's common stock at an exercise price of $4.00 per share. In conjunction with the issuance of the Series A Debentures and the Series B Debentures, a total of $273 in fees and expenses were deducted from the aggregate gross proceeds and paid to YA II. On December 17, 2018, the Company entered into an agreement with YA with respect to the warrants to purchase an aggregate of 1,187,500 shares of the Company's common stock held by YA, with exercise prices ranging from $1.5 to $4.00 and expiration dates ranging from June 30, 2021 to March 29, 2023. Pursuant to the YA Agreement, in connection with the transactions contemplated by the Acquisition Agreement and effective upon the consummation of the acquisition, the Warrants shall be replaced by certain new warrants, or the Replacement Warrants, exercisable at $2.00 per share for a number of ordinary shares of MICT equal to the number of shares underlying the Warrants immediately prior to the effectiveness of the acquisition (subject to adjustment as described therein). YA II also agreed that it would not convert the Series A Debentures and the Series B Debenture into more than one million shares of the Company's common stock during the period between the execution of the YA Agreement and the earlier to occur of the effectiveness of the acquisition or the termination of the Acquisition Agreement. As of February 21, 2019, the Company issued to YA II 250,000 shares of its common stock as part of a conversion of $250 of the Series A Debenture at a conversion price of $1.00 per share. On March 13, 2019, the Company issued an additional 996,817 shares of its common stock as part of a conversion of $1,000 of the Series A Debenture at a conversion price of $1.10 per share. On October 31, 2019, the Company paid all of its outstanding principal balance together with its accrued interest and required 10% premium of the Series A Debentures in the aggregate amount of $2,057. On June 4, 2019, the Company entered into a Securities Purchase Agreement (the "Note Purchase Agreement") with BNN, pursuant to which BNN agreed to purchase from us $2 million of convertible notes, which subscription amount shall be subject to increase by up to an additional $1 million as determined by BNN and us (collectively, the "Convertible Notes"). The Convertible Notes, which shall be convertible into up to 2,727,272 shares of Common Stock (using the applicable conversion ratio of $1.10 per share), shall be sold together with certain Common Stock purchase warrants (the "Note Warrants") to purchase up to 2,727,272 shares of Common Stock (representing 100% of the aggregate number of shares of Common Stock into which the Convertible Notes are convertible) (the "Convertible Note Offering"). The Convertible Notes shall have a duration of two (2) years. Subject to stockholder approval of the Convertible Note Offering, the Convertible Notes shall be convertible into Common Stock at the option of the Note Purchaser at any time and from time to time, and upon the issuance of one or more Convertible Notes. Darren Mercer, the Chief Executive Officer of BNN, was appointed to the Company's board of directors (the "Note Director"). The Note Purchase Agreement provides for customary registration rights. On January 21, 2020, the Company entered into a conversion agreement with BNN see note 19. |
Loss of Control of Subsidiary
Loss of Control of Subsidiary | 12 Months Ended |
Dec. 31, 2019 | |
Loss of Control of Subsidiary [Abstract] | |
LOSS OF CONTROL OF SUBSIDIARY | NOTE 9 — LOSS OF CONTROL OF SUBSIDIARY As of December 31, 2018, we held 49.89% of Micronet's issued and outstanding shares, and together with an irrevocable proxy in our benefit from Mr. David Lucatz, our President and Chief Executive Officer, we held 50.07% of the voting interest in Micronet as of such date. On February 24, 2019, Micronet closed a public equity offering on the TASE. As a result of Micronet's offering, our ownership interest in Micronet was diluted from 49.89% to 33.88%. On February 24, 2019, Mr. David Lucatz, our President and Chief Executive Officer, executed an irrevocable proxy assigning his voting power over 1,980,000 shares of Micronet for our benefit. As a result, the voting interest in Micronet stood at 39.53% of the issued and outstanding shares of Micronet. The decrease in the Company's voting interest in Micronet resulted in the loss of control of Micronet. As a result, effective as of February 24, 2019, we no longer include Micronet's operating results in our financial statements. Therefore, commencing from February 24, 2019, the Company began to account for the investment in Micronet in accordance with the equity method. On September 5, 2019, Micronet closed a public equity offering on the TASE. As a result, our ownership interest in Micronet was diluted from 33.88% to 30.48%, and our current voting interest in Micronet stands at 37.79% of the issued and outstanding shares of Micronet. The Company recorded an impairment of its investment in Micronet and change in fair value in loan to Micronet as of December 31, 2019 in the total amount of $281. The method used for determining fair value of the investment in Micronet was based on a quoted market price on the TASE. While Micronet is a publicly traded company in Israel, its shareholder base is widely spread and we continue to be Micronet's largest shareholder, as of September 5, 2019 maintaining a voting interest of 37.79% of its issued and outstanding shares as of September 5, 2019. We believe that since most items that may require shareholder approval required majority consent, we exert significant influence over such voting matters which may include the appointment and removal of directors. In that regard, to date, we have appointed a majority of the directors of Micronet's board of directors. Based on the above, although we do not control Micronet and thus do not consolidate Micronet's financial statements according to U.S. GAAP. We also do not consider Micronet to be a discontinued operation since we did not view the dilution of our interesta as a strategic shift that had or will have a major effect on our operations. . The following is a summary of Micronet's operation for the year ended December 31, 2019, and the impact on the Company: Year ended 2019 Revenues $ 8,747 Gross profit 1,361 Loss from operations (3,052 ) Net Loss $ (3,268 ) Net loss in equity method (*) (608 ) Impairment of equity method investment (187 ) *including Gain from change of ownership interests 101 |
Loan to Micronet Ltd.
Loan to Micronet Ltd. | 12 Months Ended |
Dec. 31, 2019 | |
Loan to Micronet Ltd. [Abstract] | |
LOAN TO MICRONET LTD. | NOTE 10 — Loan to On September 19, 2019, MICT Telematics Ltd., or MICT Telematics, a wholly owned subsidiary of MICT, Inc., entered into a loan agreement with Micronet,, pursuant to which MICT Telematics loaned Micronet $250 ("First Loan") on certain terms and conditions, or the First Loan. The proceeds from the First Loan were designed for Micronet working capital and general corporate needs. The First Loan did not bear any interest and was due and payable upon the earlier of (i) December 31, 2019; or (ii) at such time Micronet receives an investment of at least $250 from non-related parties. In view of Micronet's working capital needs, On November 18, 2019 the Company entered into an additional loan agreement with Micronet for the loan of $125, pursuant to terms and conditions identical to those governing the First Loan including in connection with repayment terms ("Second Loan"), Accordingly prior to the approval of the Convertible Loan by Micronet shareholders ss of December 31 2019, the company transferred to Micronet pursuant to the First and Second Loan, a total sum of $375. On January 1st 2020 the Convertible Loan agreement which the company agreed to loan Micronet a total of $500 (the "Convertible Loan") was approved by Micronet's shareholders meeting and at such time the First and Second Loan were converted to convertible notes along with the reminder amounts due to be loaned under of the Convertible Loan in the sum of $125 was loaned to the Company ($500 in the aggregate). Accordingly prior to the approval of the Convertible Loan by Micronet shareholders as of December 31 2019, the company transferred to Micronet pursuant to the First and Second Loan, a total sum of $375. The Convertible Loan bears interest at a rate of 3.95% calculated and is due 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 grant. In addition, the outstanding principal balance of the Convertible Loan, and all accrued and unpaid interest, 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 up to one share of Micronet's ordinary shares for each ordinary share that is 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. The company recognized an impairment loss on financial assets derived from the measurement preformed by compering the quoted market price of Micronet's share on the Tel-Aviv stock exchange t its carrying value. As of December 31, 2019 the company recorded a financial expenses on the loan amounted to $94. |
Accrued Severance Pay, Net
Accrued Severance Pay, Net | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED SEVERANCE PAY, NET | NOTE 11 — 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, 2019 2018 Accrued severance pay $ 50 $ 208 Less - amount funded (98 ) $ 50 $ 110 |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 12 — 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 2018 and in 2019. 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 2019 and 23% in 2018. The Company is entitled to various tax benefits in Israel by virtue of being granted the status of an "Approved Enterprise Industrial Company" as defined by the tax regulations. The benefits include, among other things, a reduced tax rate. In December 2016, the Israeli government published the Economic Efficiency Law (2016) (legislative amendments to accomplish budget goals for the years 2019 and 2018). According to such law, in 2017 the general tax rate was decreased by 1% and starting in 2018 was decreased by 2%; so that the tax rate was 23% in 2019 and was 23% in 2018 and onwards. In addition, the tax rate that applies to Preferred Enterprises in preferred areas was be decreased by 1.5% to 7.5% starting January 1, 2017. B. Provision for Taxes Year ended 2019 2018 Current: Domestic $ - $ (7 ) Foreign (Israel) (17 ) (62 ) (17 ) (69 ) Taxes related to prior years - (15 ) Deferred: Deferred taxes, net - (522 ) Total provision for income taxes $ (17 ) $ (606 ) C. The reconciliation of income tax at the U.S. statutory rate to the Company's effective tax rate as follows: 2019 2018 U.S. federal statutory rate 21 % 21 % Tax rate difference between U.S. and Israel 2 % 2 )% Effect of Israeli tax rate benefit - % (7 )% Effect of previous years - % - % Change in valuation allowance (16 )% (9 )% Others (7 )% (7 )% Effective tax rate 0.0 % 0.0 % D. Deferred Tax Assets and Liabilities Deferred tax reflects the net tax effects of temporary differences between the carrying amounts of assets or liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2019 and 2018, the Company's deferred taxes were in respect of the following: December 31, 2019 2018 Net operating loss carry forward $ 1,799 $ 1,509 Provisions for employee rights and other temporary differences 20 278 Deferred tax assets before valuation allowance 1,819 1,787 Valuation allowance (1,819 ) (1,787 ) Deferred tax assets - - Deferred tax liability - - Deferred tax assets, net $ - $ - E. Tax losses As of December 31, 2019, the Company's net operating loss carry forward amounted to approximately $8,567 based on the tax report of 2018 along with 2019 estimated tax results, which may be utilized to offset future taxable income for United States federal tax purposes. This net operating loss carry forward begins to expire in 2022. Since it is more likely than not that the Company will not realize a benefit from this net operating loss carry forward, a 100% valuation allowance has been recorded to reduce the deferred tax asset to its net realizable value. F. Tax Assessments The Company received final tax assessments in the United States through tax year 2012, and with regard to the Israeli subsidiaries received final tax assessments up until tax year 2012. G. Uncertain Tax Position The Company did not record any liability for income taxes associated with unrecognized tax benefits during 2018 and 2019. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 13 — RELATED PARTIES MICT's policy is to enter into transactions with related parties on terms that are on the whole no less favorable to it than those that would be available from unaffiliated parties at arm's length. Based on its experience in the business sectors in which it operates and the terms of the transactions with unaffiliated third parties, MICT believes that all of the transactions described below met this policy standard at the time they occurred. On November 7, 2012, the board of directors and the audit committee of Micronet approved the entry into the Micronet Agreement which is a management and consulting services agreement with DLC, an entity controlled by Mr. Lucatz, MICT's Chief Executive Officer and significant shareholder, pursuant to which effective November 1, 2012, Mr. Lucatz agreed to devote 60% of his time to Micronet matters for the three year term of the agreement and Micronet agreed to pay the Micronet Management Fees to the entities controlled by Mr. Lucatz, and cover other monthly expenses. Such agreement was further subject to the approval of Micronet's stockholders, which was obtained at a special meeting held on January 30, 2013 for that purpose and went into effect following its execution on February 8, 2013. The Micronet Agreement was extended on November 1, 2015 for three years on the same terms and conditions and was approved by Micronet's board of directors on October 11, 2015 and Micronet's shareholders on November 16, 2015. Effective July 6, 2017, DLC has consented to reduce the Micronet Management Fees to NIS 23,000 and by its further consent, as of October 31, 2018 management and consulting services are rendered for no consideration. On November 26, 2012, DLC entered into a management and consulting services agreement with MICT, effective November 1, 2012, which provides that MICT would pay the entities controlled by Mr. Lucatz: (i) management fees of $13,333 on a monthly basis, and cover other monthly expenses, (ii) an annual bonus of 3% of the amount by which the annual EBITDA for such year exceeds the average annual EBITDA for 2011 and 2010, and (iii) a bonus of 0.5% of the purchase price of any acquisition or capital raising transaction, excluding the public offering contemplated at such time, completed by us during the term of the agreement. On June 6, 2018, the Compensation Committee of MICT approved maintaining Mr. Lucatz's annual base salary of $400,000. In addition, on June 6, 2018, the Compensation Committee of MICT approved a discretionary cash bonus to Mr. Lucatz, MICT's Chief Executive Officer, in the aggregate amount of $300,000 as well the issuance of a stock option to purchase 300,000 shares of MICT's common stock, with an exercise price of $1.32 per share, with 100,000 shares of common stock vesting immediately and 100,000 shares of common stock vesting on each of the first two anniversaries of the date of grant. The bonus and option were granted to Mr. Lucatz in light of his contributions to MICT's successful sale of its then wholly owned subsidiary, Enertec Systems 2001 Ltd. On November 19, 2018, the Company and DLC, a company owned by our President and Chief Executive Officer, each provided, separately and jointly, to Micronet, a commitment to provide Micronet with an aggregate amount of $400,000, subject to the Company being the sole investor in a transaction between the Company and Micronet, of a minimum investment of $250,000, whereby DLC would provide up to an additional $150,000. As of December 15, 2018, this commitment is no longer in effect. On February 24, 2019, Mr. David Lucatz, our Chairman of the Board of Directors, President and Chief Executive Officer, participated in Micronet's public equity offering on the TASE. Mr. Lucatz purchased 1,980 units, with each unit consisting of 1,000 ordinary shares of Micronet and options to purchase 400 ordinary shares of Micronet, at a price per unit of NIS 435 (approximately $123), for an aggregate investment of NIS 435,000 (approximately $123,000) by Mr. Lucatz. As a result of this offering, the Company's ownership and voting interests in Micronet were each diluted. Mr. Lucatz subsequently executed the Micronet Proxy. Subject to, and upon closing of, the Acquisitions, MICT will agreed to issue to certain of its current and former directors, including its Chief Executive Officer,/officers the following awards (i) our former director, Miki Balin, and two of our current directors, Chezy (Yehezkel) Ofir and Jeffrey P. Bialos, including our Chief Executive Officer, Mr. David Lucatz, 300,000 options to purchase MICT common stock (1,200,000 options in the aggregate) with an exercise price equal to the purchase price per share of Merger Sub stock which shall be granted as success bonuses under MICT's existing 2012 and 2014 Stock Incentive Plans or under the Merger Sub equity plan (including the Merger Sub Israeli sub-plan) and which shall be, converted into replacement options of MICT Replacement Options (as described in Section 2.6(b) of the Acquisition Merger Agreement) and which, for the, avoidance of doubt, and notwithstanding the termination of the employment or directorship of the, option holder, shall expire on the 15 month anniversary of the closing date); and (ii) up to an additional, 300,000 restricted shares of MICT common stock, to be issued to officers and service providers of MICT. Transactions with related parties Year ended December 31, 2019 2018 Consulting fee paid to controlling shareholder $ 400 $ 400 Bonus paid to controlling shareholder 36 300 Others 22 Stock based compensation granted to controlling shareholder 50 218 Total 508 918 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 14 — SHAREHOLDER'S EQUITY A. Common stock: Common stock confers upon its holders the rights to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. B. Stock Option Plan: Pursuant to our 2012 Stock Incentive Plan as amended and approved at the Company's Annual Meeting of Shareholders in December 2018, the board of directors is authorized to award stock options to purchase shares of common stock to our officers, directors, employees and certain others, up to a total of 5,000,000 shares of common stock, subject to adjustments in the event of a stock split, stock dividend, recapitalization or similar capital change. Stock based compensation amounted to $61 and $377 for the years ended December 31, 2019 and 2018, respectively. The exercise price of the options granted under the 2012 Stock Incentive Plan is set by the board of directors and will not be less than the closing sale price on Nasdaq Capital Market at the grant date. As of December 31, 2019, 3,652,400 shares of common stock remain available for future awards under the 2012 Stock Incentive Plan. Under the 2012 Stock Incentive Plan, unless determined otherwise by the board, options generally vest over a two or three year period from the date of grant and expire 10 years after the grant date. Unvested options are forfeited 90 days following the termination of employment. Any options that are forfeited before expiration become available for future grants. On July 17, 2014 the Company adopted the 2014 Stock Incentive Plan pursuant to which the board of directors is authorized to issue stock options, restricted stock and other awards to officers, directors, employees, consultants and other service providers. The board of directors initially reserved 100,000 shares of the Company's common stock for issuance pursuant to awards that may be made pursuant to the 2014 Stock Incentive Plan. The 2014 Stock Incentive Plan was amended in December 2018 and the number of shares of the Company's common stock reserved for issuance under the plan was increased to 600,000 shares. The 2014 Stock Incentive Plan was approved by the stockholders on September 30, 2014 and the amendment to the 2014 Stock Incentive Plan was approved by the stockholders on December 26, 2018. As of December 31, 2019, 76,775 shares of common stock remain available for future awards under the 2014 Stock Incentive Plan. The following table summarizes information about stock options outstanding and exercisable as of December 31, 2019: Options Outstanding Options Exercisable Number Weighted Average Number Exercise Price Years $ 15,000 3.5 15,000 4.30 341,000 5 341,000 4.30 656,000 8.5 556,000 1.32 125,000 8.75 125,000 1.4776 30,000 9.25 - - 1,167,000 1,037,000 2019 2018 Number of Weighted Average Exercise Price Number of Weighted Average Exercise Price $ $ Options outstanding at the beginning of year: 1,297,000 2.34 536,000 4.30 Changes during the year: Granted 30,000 1.32 861,000 1.34 Exercised - - - - Forfeited (160,000 ) 2.81 (100,000 ) 4.30 Options outstanding at end of year 1,167,000 2.24 1,297,000 2.34 Options exercisable at year-end 1,037,000 2.36 1,097,000 1.35 Subject to, and upon closing of the Acquisition Agreement, the securities issued upon the exercise or conversion of outstanding options will be in accordance with the terms on which they were granted initially. The fair value of each option granted is estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 0% for all years; expected volatility: 2018 – 37.30% 2019-48.61%; risk-free interest rate: 2018 – 2.81% 2019-2.6%; and expected life: 2018- 6 years 2019-6.5 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 2019, the board of the directors approved the grant of 30,000 options with exercise prices of $1.32, out of which 0 options expire during the year On February, 2019, and on April, 2019 and on December, 2019, the Company issued 145,300, 275,300 and 80,000, respectively, shares of its common stock to its lawyers, directors, employees and consultants. The Company recognized total expenses of $603 in the year ended on December 31, 2019. On June 4, 2019, we entered into a Securities Purchase Agreement (the "Preferred Securities Purchase Agreement") with the purchasers named therein (the "Preferred Purchasers"), pursuant to which we agreed to sell 3,181,818 shares of newly designated Series A Convertible Preferred Stock with a stated value of $2.20 per share (the "Preferred Stock"). The Preferred Stock, which shall be convertible into up to 6,363,636 shares of our common stock, par value $0.001 per share (the "Common Stock"), shall be sold together with certain Common Stock purchase warrants (the "Preferred Warrants") to purchase up to 4,772,727 shares of Common Stock (representing 75% of the aggregate number of shares of Common Stock into which the Preferred Stock shall be convertible), for aggregate gross proceeds of $7 million to us (the "Preferred Offering"). The Preferred Stock shall be convertible into Common Stock at the option of each holder of Preferred Stock at any time and from time to time, at a conversion price of $1.10 per share and shall also convert automatically upon the occurrence of certain events, including the completion by us of a fundamental transaction. Commencing on March 31, 2020, cumulative cash dividends shall become payable on the Preferred Stock at the rate per share of 7% per annum, which rate shall increase to 14% per annum on June 30, 2020. We shall also have the option to redeem some or all of the Preferred Stock, at any time and from time to time, beginning on December 31, 2019. The holders of Preferred Stock shall vote together with the holders of Common Stock as a single class on as-converted basis, and the holders of Preferred Stock holding a majority-in-interest of the Preferred Stock shall be entitled to appoint an independent director to our board of directors (the "Preferred Director"). The Preferred Securities Purchase Agreement provides for customary registration rights. The Preferred Warrants shall have an exercise price of $1.01 (subject to customary adjustment in the event of future stock dividends, splits and the like), which is above the average price of the Common Stock during the preceding five trading days of entry into the Preferred Securities Purchase Agreement, and shall be exercisable immediately, until the earlier of (i) two years from the date of issuance or (ii) the later of (a) 180 days after the closing by the Company of a change of control transaction, or (b) the company's next debt or equity financing of at least $20 million. On July 29, 2019, the Company completed the first closing in the Preferred Offering, pursuant to which it sold 2,386,363 shares of Preferred Stock and 3,579,544 accompanying Preferred Warrants for aggregate gross proceeds of $5,250. The Company paid an aggregate of $420 in fees in with respect to the Preferred Offering. In December 31, 2019 the company received additional amount of $1,200, During January 2020 the company received additional amount of $550, see also note 19. Offering of Convertible Note and Warrants On June 4, 2019, we entered into a Securities Purchase Agreement (the "Note Purchase Agreement") with BNN, subject to approval by the Nasdaq Stock Market for as to the eligibility of the transaction, pursuant to which BNN agreed to purchase from us $2 million of convertible notes, which subscription amount shall be subject to increase by up to an additional $1 million as determined by BNN and us (collectively, the "Convertible Notes"). The Convertible Notes, which shall be convertible into up to 2,727,272 shares of Common Stock (using the applicable conversion ratio of $1.10 per share), shall be sold together with certain Common Stock purchase warrants (the "Note Warrants") to purchase up to 2,727,272 shares of Common Stock (representing 100% of the aggregate number of shares of Common Stock into which the Convertible Notes are convertible) (the "Convertible Note Offering"). The Convertible Notes shall have a duration of two (2) years. The Convertible Notes shall be convertible into Common Stock at the option of the Note Purchaser at any time and from time to time, and upon the issuance of one or more Convertible Notes. Darren Mercer, the Chief Executive Officer of BNN, was appointed to the Company's board of directors (the "Note Director"). The Note Purchase Agreement provides for customary registration rights. The terms of the note purchase agreement were approved by Nasdaq Stock Market on July 31, 2019 and as a result the company issued the convertible notes along with the warrants. The Note Warrants shall have an exercise price of $1.01 (subject to customary adjustment in the event of future stock dividends, splits and the like), and shall be exercisable immediately upon receipt of stockholder approval of the Convertible Note Offering, until the earlier of (i) two years from the date of issuance or (ii) the later of (a) 180 days after the closing by the Company of a change of control transaction, or (b) the company's next debt or equity financing of at least $20 million. On January 21, 2020, we entered into a Conversion Agreement with BNN, pursuant to which BNN agreed to convert the outstanding convertible note, issued on July 31, 2019, into 1,818,181 shares of the Company's newly-designated Series B Preferred Stock, par value $0.001 per share, with a stated value of $1.10 per share (the "Series B Preferred") (collectively, the "Conversion"). In accordance with the Conversion, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of the State of Delaware on January 21, 2020 to designate the rights and preferences of up to 1,818,181 shares of Series B Preferred., see also note 19. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 15 — SEGMENT REPORTING The Company accounts for its segment information in accordance with the provisions of FASB ASC Topic 280-10, "Segment Reporting," or ASC 280-10. ASC 280-10 establishes annual and interim reporting standards for operating segments of a company. ASC 280-10 requires disclosures of selected segment-related financial information about products, major customers, and geographic areas based on the Company's internal accounting methods. Following Enertec' sale, the Company has one segment reporting only. 1. Geographic Areas Information: Sales: Classified by Geographic Areas: The following presents total revenue for the years ended December 31, 2019 and 2018 by geographic area: Year ended 2019 2018 United States $ 327 $ 10,834 Israel 14 119 Other 136 3,209 Total $ 477 $ 14,162 2. Principal Customers: There were two customers that represented 38% and 17% of the Company's total revenue in 2018. There were two customers that represented 23% and 21% of the Company's total revenue in 2019. |
Supplementary Financial Stateme
Supplementary Financial Statements Information | 12 Months Ended |
Dec. 31, 2019 | |
Loan to Micronet Ltd. [Abstract] | |
SUPPLEMENTARY FINANCIAL STATEMENTS INFORMATION | NOTE 16 — SUPPLEMENTARY FINANCIAL STATEMENTS INFORMATION A. Other Current Assets: December 31, 2019 2018 Prepaid expenses $ 926 $ 164 Government departments and agencies receivables 11 129 Others - 46 $ 937 $ 339 B. Other Current Liabilities: December 31, 2019 2018 Employees and wage-related liabilities $ 29 $ 442 Deferred revenues and credit card - 88 Accrued expenses 254 442 Other 7 239 $ 290 $ 1,211 C. Earnings (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 2019 2018 Numerator: Amount for basic earnings per share $ (4,217 ) $ (2,610 ) Effect of dilutive instruments - Amount for diluted earnings per share (4,217 ) (2,610 ) Denominator: Denominator for basic earnings per share - weighted average of shares 10,697,329 9,166,443 Loss per share attributable to MICT Inc.: Basic and diluted continued operation $ (0.39 ) $ (0.81 ) Basic and diluted discontinued operation $ - $ 0.56 Anti-Dilutive Potentially dilutive securities 26,174,731 10,529,588 |
Discontinued Operation
Discontinued Operation | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATION | NOTE 17 — DISCONTINUED OPERATION On December 31, 2017, the Company, Enertec Systems 2001 Ltd., or Enertec, previously our wholly-owned subsidiary, and Enertec Management Ltd., entered into a Share Purchase Agreement, or the Share Purchase Agreement, with Coolisys Technologies Inc., or Coolisys, a subsidiary of DPW Holdings, Inc., or DPW, pursuant to which the Company agreed to sell the entire share capital of Enertec to Coolisys. As consideration for the sale of Enertec's entire share capital, Coolisys agreed to pay, at the closing of the transaction, a purchase price of $5,250 as well as assume up to $4,000 of Enertec debt. Enertec met the definition of a component as defined by Accounting Standards Codification, or ASC, Topic 205. The Company believes the sale represented a strategic shift in its business. Accordingly, its assets and liabilities were classified as held for sale and the results of operations in the statement of operations and prior periods' results have been reclassified as a discontinued operation. On May 22, 2018, the Company closed on the sale, or the Closing, of all of the outstanding equity of Enertec pursuant to the Share Purchase Agreement. At the Closing, the Company received aggregate gross proceeds of approximately $4,700, of which 10% will be held in escrow for up to 14 months after the Closing to satisfy certain potential indemnification claims (see below). Therefore, the Company has recorded such escrowed amount on its balance sheet as restricted cash and a liability. The final consideration amount was adjusted, pursuant to the terms of the Share Purchase Agreement, as a result of adjustments relating to certain Enertec debts at the Closing. In addition, Coolisys also assumed approximately $4,000 of Enertec's debt. The Company's capital gain from the sale of Enertec, based on the Company's balance sheet at the closing date was approximately $6,800. In conjunction with, and as a condition to, the closing of the Share Purchase Agreement, the Company, Enertec, Coolisys, DPW and Mr. David Lucatz, the Company's Chief Executive Officer, agreed to execute a consulting agreement, or the Consulting Agreement, whereby the Company, via Mr. Lucatz, will provide Enertec with certain consulting and transitional services over a 3 year period as necessary and requested by the Coolisys (but in no event to exceed 20% of Mr. Lucatz's time). Coolisys (via Enertec) will pay the Company an annual consulting fee of $150,000 as well as issue the Company 150,000 restricted shares of DPW Class A common stock, or the DPW Equity, for such services, to be vested and released from restriction in three equal installments, with the initial installment vesting the day after the closing and the remaining installments vesting on each of the first 2 anniversaries of the closing. In the event of a change of control in the Company, or if Mr. Lucatz shall no longer be employed by the Company, the rights and obligations under the Consulting Agreement shall be assigned to Mr. Lucatz along with the DPW Equity. As of the date of this Annual Report, the Escrow Amount remains in escrow as a result of an indemnification claim by Coolisys alleging for certain misrepresentations in the Share Purchase Agreement resulting in losses to Coolisys estimated by Coolisys at least US$4,000,000. There is no ongoing litigation, the Company's position is that here is no ground for this claim and the company currently preparing a response to Coolisys latest notice. The following is the composition from discontinued operation through May 22, 2018: For the Period between January 1, Revenues $ 1,512 Cost of revenues 2,655 Gross (loss) (1,143 ) Operating expenses: Research and development 120 Selling and marketing 204 General and administrative 376 Total operating expenses 700 Loss from operations (1,843 ) Capital gain 6,844 Finance expense, net (102 ) Profit before provision for income taxes 4,899 Taxes on income 5 Net profit $ 4,894 For the Period between January 1, Net cash provided by (used in) operating activities $ 131 Net cash used in investing activities (39 ) Net cash provided by (used in) financing activities (63 ) NET CASH INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 29 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD 4,503 TRANSLATION ADJUSTMENT OF CASH AND CASH EQUIVALENTS (147 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD $ 4,385 |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2019 | |
Legal Proceedings | |
LEGAL PROCEEDINGS | NOTE 18 — LEGAL PROCEEDINGS In March 2017, MICT entered into an Investment Banking Agreement, or the Sunrise Agreement, with Sunrise Securities LLC and Trump Securities LLC, or collectively, Sunrise, through Sunrise's principal, Amnon Mandelbaum, 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 Merger Agreement. There are also questions about the applicability of the Sunrise Agreement to the Acquisition, and it is thus not clear whether or not Sunrise shall be owed any transaction fee upon the closing of the Acquisition. There can be no assurance that a settlement will be reached with respect to this disagreement. If Sunrise asserts a claim for fees and a settlement is not reached, it could result in litigation or other legal proceedings, which may cause MICT and/or GFH (which, pursuant to the Merger Agreement, shall be responsible for the settlement and payment of any claims brought under the Sunrise Agreement) to incur substantial costs defending such dispute, and which could delay the closing of the Acquisition or result in the termination of the Merger Agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 — SUBSEQUENT EVENTS On January 21, 2020, we entered into a Conversion Agreement with BNN, pursuant to which BNN agreed to convert the outstanding convertible note, issued on July 31, 2019, into 1,818,181 shares of the Company's newly-designated Series B Preferred Stock, par value $0.001 per share, with a stated value of $1.10 per share (the "Series B Preferred") (collectively, the "Conversion"). In accordance with the Conversion, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of the State of Delaware on January 21, 2020 to designate the rights and preferences of up to 1,818,181 shares of Series B Preferred. The Series B Preferred shall be convertible into shares of the Company's common stock, par value $0.001 per share, at any time after the Company shall have received shareholder approval, and shall also convert automatically upon the occurrence of certain events, including the completion by the Company of a fundamental transaction. The Series B Preferred shall be non-voting and non-redeemable. As a result of (i) the Conversion and (ii) the recent receipt of $1,750,000 in connection with the sale and issuance of additional shares of Series A Preferred Stock, par value $0.001 per share, pursuant to that certain Securities Purchase Agreement entered into by and among the Company and certain purchasers In connection with that certain previously disclosed Securities Purchase Agreement (the " Primary Purchase Agreement Company Primary Purchasers Primary Convertible Debentures Primary Security Agreement On January 17, 2020, the Company, certain of its subsidiaries, the Primary Purchasers and the representative thereof, as collateral agent, entered into a security agreement (the " Primary Security Agreemen Primary Registration Rights Agreement On January 17, 2020, the Company and each of the Primary Purchasers entered into a registration rights agreement (the " Primary Registration Rights Agreement Resale Registration Statement SEC Merger use its best efforts to cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable after filing, and in any event no later than the effectiveness of the Merger. The Primary Registration Rights Agreement contains customary terms and conditions for a transaction of this type, including certain customary cash penalties on the Company for its failure to satisfy the specified filing and effectiveness time periods. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation. |
Principle of Consolidation | Principle of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances among the Company and its subsidiaries are eliminated upon consolidation. |
Functional Currency | Functional Currency The functional currency of MICT is the U.S. dollar. The functional currency of certain subsidiaries is their local currency. The financial statements of those companies are included in consolidation, based on translation into U.S. dollars. Assets and liabilities are translated at year-end-exchange rates, while revenues and expenses are translated at monthly average exchange rates during the year. Differences resulting from translation are presented in the consolidated statements of comprehensive income. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are considered by the Company to be highly-liquid investments, including inter-alia, short-term deposits with banks, which do not exceed maturities of three months at the time of deposit and which are not restricted. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company establishes an allowance for doubtful accounts to ensure trade and receivables are not overstated due to uncollectability. The allowance for doubtful accounts was based on specific receivables, which their collection, in the opinion of Company's management, is in doubt. Trade receivables are charged off in the period in which they are deemed to be uncollectible. As of December 31, 2019, and 2018, the allowance for doubtful accounts amounted to $116 and $1,330, respectively. |
Inventories | Inventories Inventories of raw materials are stated at the lower of cost (first-in, first-out basis) or realizable value. Cost of work in process is comprised of direct materials, direct production costs and an allocation of production overheads based on normal operating capacity. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over their estimated useful lives. Annual rates of depreciation are as follows: Leasehold improvements Over the shorter of the lease term or the life of the assets Machinery and equipment 7-14 years Furniture and fixtures 10-14 years Transportation equipment 7 years Computer equipment 3 years |
Stock-Based Compensation | Stock Based Compensation The Company accounts for stock based compensation under the fair market value method under which compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. For stock options, fair value is determined using an option-pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the volatility of the underlying stock, the expected dividends on it, and the risk-free interest rate over the expected life of the option. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to statements of income as incurred net of grants from the Israel Innovation Authority (formerly known as the Israel Office of the Chief Scientist of the Ministry of Economy), or IIA. |
Earnings (Loss) per Share | Earning (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. |
Long-Lived Assets and Intangible Assets | Long-Lived Assets and Intangible Assets Intangible assets that are not considered to have an indefinite useful life are amortized using the straight-line basis over their estimated useful lives. The company evaluates property and equipment and purchased intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. As of December 31, 2017, no indicators of impairment have been identified. As of December 31, 2018 all intangible assets were fully amortized. |
Goodwill | Goodwill Previously the goodwill was recorded at Micronet. The goodwill impairment test was conducted in two steps. In the first step, Micronet determines the fair value of the reporting unit. If the net book value of the reporting unit exceeds the fair value, the Micronet would then perform the second step of the impairment test, which required the allocation of the reporting unit's fair value of all its assets and liabilities in a manner similar to acquisition cost allocation, with any residual fair value being allocated to goodwill. The implied fair value of the goodwill was then compared to the carrying value to determine impairment, if any. Micronet has one operating segment and one operating unit related to its product offerings in the MRM market. As of December 31, 2018, Micronet's market capitalization was significantly lower than the net book value of the reporting unit. In establishing the appropriate market capitalization, the Micronet looked at the date that the annual impairment test is performed (December 31, 2018). In order to calculate its market capitalization, Micronet used the price per share of NIS 0.46. Following the results of the step one test, Micronet continued to the second step, which was performed by allocating the reporting unit's fair value to all of its assets and liabilities, with any residual fair value being allocated to goodwill. Micronet determined that the carrying value of goodwill should be impaired and therefore an impairment of $1.466 million was recorded. |
Revenue Recognition | Revenue recognition With respect to Micronet applicable revenue recognition 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. |
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. |
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. |
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 and marketable securities. 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. 2. Fair value measurement: The Company measures fair value and discloses fair value measurements for financial and non-financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This guidance results in a more faithful representation of the rights and obligations arising from operating and capital leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. This guidance is effective for interim and annual periods beginning after December 15, 2018. We used the modified retrospective transition approach in ASU No. 2018-11 and apply the new lease requirements through a cumulative-effect adjustment in the period of adoption. The new standard had no effect on our consolidated financial statements, as we have no right of use assets and, or lease liabilities. The new standard provides a number of optional practical expedients in transition. We elected the package of practical expedients, which permits us not to reassess, under the new standard, our prior conclusions about lease identification, lease classification and initial direct costs. We used the practical expedient under which, a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. We didn't elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. Further, this new accounting standard had no a material impact on our debt covenants. The implementation of this standard didn't have a material impact on our results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of annual rates of depreciation | Leasehold improvements Over the shorter of the lease term or the life of the assets Machinery and equipment 7-14 years Furniture and fixtures 10-14 years Transportation equipment 7 years Computer equipment 3 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements | Fair value measurements December 31, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 2,174 - - 2,174 Total $ 2,174 - - 2,174 Fair value measurements using input type December 31, 2019 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 3,154 - - 3,154 Restricted cash 45 - - 45 Short-term loan to Related party Micronet Ltd, net - 281 - 281 Total 3,199 281 - 3,480 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31, 2019 2018 Raw materials $ - $ 3,800 Work in process and finished product - 545 $ - $ 4,345 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2019 2018 Building $ - $ 1,851 Computer equipment 15 790 Dies 553 Furniture and fixtures 23 313 Machinery and equipment 7 299 Transportation equipment 68 62 113 3,868 Less accumulated depreciation (84 ) (3,207 ) $ 29 $ 661 |
Intangible Assets and Others,_2
Intangible Assets and Others, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Useful life December 31, years 2019 2018 Original amount: Technology 5 $ - $ 2,010 Customer related intangible assets 3-5 - 3,470 $ - $ 5,480 Accumulated amortization: Technology 5 $ - $ 2,010 Customer related intangible assets 3-5 - 3,470 5 $ - $ 5,480 Net Amount: $ - $ - Prepaid lease expenses and capitalization of license - 434 $ - $ 434 |
Short-Term Bank Loans (Tables)
Short-Term Bank Loans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of short-term bank loans | Interest rate Total short-term liabilities 2018 Linkage December 31, % basis 2019 2018 Due to banks Prime plus 2.45% NIS $ - $ 2,330 Current portion - 476 $ - $ 2,806 |
Loss of Control of Subsidiary (
Loss of Control of Subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Micronet [Member] | |
Schedule of discontinued operation | Year ended 2019 Revenues $ 8,747 Gross profit 1,361 Loss from operations (3,052 ) Net Loss $ (3,268 ) Net loss in equity method (*) (608 ) Impairment of equity method investment (187 ) *including Gain from change of ownership interests 101 |
Accrued Severance Pay, Net (Tab
Accrued Severance Pay, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of amounts funded with managers' insurance policies | December 31, 2019 2018 Accrued severance pay $ 50 $ 208 Less - amount funded (98 ) $ 50 $ 110 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for taxes | Year ended 2019 2018 Current: Domestic $ - $ (7 ) Foreign (Israel) (17 ) (62 ) (17 ) (69 ) Taxes related to prior years - (15 ) Deferred: Deferred taxes, net - (522 ) Total provision for income taxes $ (17 ) $ (606 ) |
Schedule of reconciliation of income taxes | 2019 2018 U.S. federal statutory rate 21 % 21 % Tax rate difference between U.S. and Israel 2 % 2 )% Effect of Israeli tax rate benefit - % (7 )% Effect of previous years - % - % Change in valuation allowance (16 )% (9 )% Others (7 )% (7 )% Effective tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets and liabilities | December 31, 2019 2018 Net operating loss carry forward $ 1,799 $ 1,509 Provisions for employee rights and other temporary differences 20 278 Deferred tax assets before valuation allowance 1,819 1,787 Valuation allowance (1,819 ) (1,787 ) Deferred tax assets - - Deferred tax liability - - Deferred tax assets, net $ - $ - |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of transactions with related parties | Year ended December 31, 2019 2018 Consulting fee paid to controlling shareholder $ 400 $ 400 Bonus paid to controlling shareholder 36 300 Others 22 Stock based compensation granted to controlling shareholder 50 218 Total 508 918 |
Shareholder's Equity (Tables)
Shareholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of options outstanding and exercisable | Options Outstanding Options Exercisable Number Weighted Average Number Exercise Price Years $ 15,000 3.5 15,000 4.30 341,000 5 341,000 4.30 656,000 8.5 556,000 1.32 125,000 8.75 125,000 1.4776 30,000 9.25 - - 1,167,000 1,037,000 |
Schedule of company's stock option activity | 2019 2018 Number of Weighted Average Exercise Price Number of Weighted Average Exercise Price $ $ Options outstanding at the beginning of year: 1,297,000 2.34 536,000 4.30 Changes during the year: Granted 30,000 1.32 861,000 1.34 Exercised - - - - Forfeited (160,000 ) 2.81 (100,000 ) 4.30 Options outstanding at end of year 1,167,000 2.24 1,297,000 2.34 Options exercisable at year-end 1,037,000 2.36 1,097,000 1.35 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of total revenue by geographic area | Year ended 2019 2018 United States $ 327 $ 10,834 Israel 14 119 Other 136 3,209 Total $ 477 $ 14,162 |
Supplementary Financial State_2
Supplementary Financial Statements Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Loan to Micronet Ltd. [Abstract] | |
Schedule of other accounts receivable | December 31, 2019 2018 Prepaid expenses $ 926 $ 164 Government departments and agencies receivables 11 129 Others - 46 $ 937 $ 339 |
Schedule of other accounts payable | December 31, 2019 2018 Employees and wage-related liabilities $ 29 $ 442 Deferred revenues and credit card - 88 Accrued expenses 254 442 Other 7 239 $ 290 $ 1,211 |
Schedule of basic and diluted net earnings (losses) per share | Year ended 2019 2018 Numerator: Amount for basic earnings per share $ (4,217 ) $ (2,610 ) Effect of dilutive instruments - Amount for diluted earnings per share (4,217 ) (2,610 ) Denominator: Denominator for basic earnings per share - weighted average of shares 10,697,329 9,166,443 Loss per share attributable to MICT Inc.: Basic and diluted continued operation $ (0.39 ) $ (0.81 ) Basic and diluted discontinued operation $ - $ 0.56 Anti-Dilutive Potentially dilutive securities 26,174,731 10,529,588 |
Discontinued Operation (Tables)
Discontinued Operation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of composition from discontinued operation | For the Period between January 1, Revenues $ 1,512 Cost of revenues 2,655 Gross (loss) (1,143 ) Operating expenses: Research and development 120 Selling and marketing 204 General and administrative 376 Total operating expenses 700 Loss from operations (1,843 ) Capital gain 6,844 Finance expense, net (102 ) Profit before provision for income taxes 4,899 Taxes on income 5 Net profit $ 4,894 For the Period between January 1, Net cash provided by (used in) operating activities $ 131 Net cash used in investing activities (39 ) Net cash provided by (used in) financing activities (63 ) NET CASH INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 29 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD 4,503 TRANSLATION ADJUSTMENT OF CASH AND CASH EQUIVALENTS (147 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD $ 4,385 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 21, 2020 | Jan. 21, 2020 | Nov. 12, 2019 | Nov. 07, 2019 | Sep. 05, 2019 | Jun. 04, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jan. 21, 2020 | Jul. 29, 2019 | Jun. 04, 2019 | Feb. 28, 2019 | Feb. 24, 2019 | Dec. 18, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 18, 2019 | Jul. 31, 2019 | Mar. 13, 2019 | Feb. 21, 2019 | Dec. 07, 2018 |
Description of Business (Textual) | |||||||||||||||||||||
Irrevocable proxy assigning his voting power | 1,980,000 | ||||||||||||||||||||
Voting interest of Micronet increased | 37.79% | 39.53% | |||||||||||||||||||
Share purchase agreement, description | The Company, Enertec, Coolisys, DPW and Mr. David Lucatz, the Company's Chief Executive Officer, agreed to execute a consulting agreement, or the Consulting Agreement, whereby the Company, via Mr. Lucatz, will provide Enertec with certain consulting and transitional services over a 3 year period as necessary and requested by the Coolisys (but in no event to exceed 20% of Mr. Lucatz's time). Coolisys (via Enertec) will pay the Company an annual consulting fee of $150,000 as well as issue the Company 150,000 restricted shares of DPW Class A common stock, or the DPW Equity, for such services, to be vested and released from restriction in three equal installments, with the initial installment vesting the day after the closing and the remaining installments vesting on each of the first 2 anniversaries of the closing. | ||||||||||||||||||||
Net profit (loss) from deconsolidation of Micronet Ltd. | $ 299 | ||||||||||||||||||||
Voting interest | 50.07% | ||||||||||||||||||||
Percentage of shares issued and outstanding | 49.89% | ||||||||||||||||||||
Outstanding bank loans | $ 2,806 | ||||||||||||||||||||
Preferred Stock stated value per share | $ 0.001 | $ 0.001 | |||||||||||||||||||
Aggregate gross proceeds | $ 7,000 | $ 5,250 | |||||||||||||||||||
Acquisation period | 15 months | ||||||||||||||||||||
Aggregate principal amount | $ 94 | ||||||||||||||||||||
Debt conversion price per share | $ 1 | ||||||||||||||||||||
Secured Convertible Debentures [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Debt instrument, percentage | 5.00% | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Sale of stock issued | 3,579,544 | ||||||||||||||||||||
Common Stock | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Irrevocable proxy assigning his voting power | 2,386,363 | ||||||||||||||||||||
Percentage of shares issued and outstanding | 75.00% | 75.00% | |||||||||||||||||||
Preferred Stock stated value per share | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Sale of stock issued | 2,386,363 | ||||||||||||||||||||
Preferred Stock stated value per share | $ 1.10 | $ 1.10 | |||||||||||||||||||
Conversion of preferred stock | 6,366,363 | 6,366,363 | |||||||||||||||||||
Convertible Preferred Stock [Member] | Warrant [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Ownership percentage | 7.64% | ||||||||||||||||||||
Acquisitions description | The Preferred Warrants shall have an exercise price of $1.01 (subject to customary adjustment in the event of future stock dividends, splits and the like), which is above the average price of the Common Stock during the preceding five trading days, and shall be exercisable immediately, until the earlier of (i) two years from the date of issuance or (ii) the later of (a) 180 days after the closing by the Company of a change of control transaction, or (b) the company’s next debt or equity financing of at least $20 million. | ||||||||||||||||||||
Cash consideration | $ 15,000 | ||||||||||||||||||||
Shares owned | 11,089,532 | ||||||||||||||||||||
Outstanding common stock shares | 145,130,577 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Sale of stock issued | 3,181,818 | ||||||||||||||||||||
Preferred Stock stated value per share | $ 0.001 | ||||||||||||||||||||
Sale of stock price per share | $ 2.20 | $ 2.20 | |||||||||||||||||||
BNN [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Ownership percentage | 5.27% | ||||||||||||||||||||
Share purchase agreement, description | Merger Sub would merge with and into the Company, as a result of which each outstanding share of the Company’s common stock and warrant to purchase the same would be cancelled in exchange for the right of the holders thereof to receive 0.93 substantially equivalent securities of GHF, after which GHF would acquire (i) all of the issued and outstanding securities of BI China in exchange for newly issued ordinary shares of GHF and (ii) all of the issued and outstanding ordinary shares of ParagonEx for a combination of cash in the amount equal to approximately $25 million (the majority of which was raised in a private placement by GHF), unsecured promissory notes and newly issued ordinary shares of GHF, or collectively, the Transactions. | ||||||||||||||||||||
Percentage of shares issued and outstanding | 20.00% | ||||||||||||||||||||
Sale of stock price per share | $ 1.65 | ||||||||||||||||||||
GFH [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Aggregate of common stock shares | 109,946,914 | ||||||||||||||||||||
Merger agreement, description | pursuant to which Intermediate will acquire all of the issued and outstanding ordinary shares and other equity interest of Beijing Brookfield from the shareholders of Beijing Brookfield in exchange for 16,310,759 newly issued shares of GFH and (ii) a share exchange agreement with ParagonEx, shareholders of ParagoneEx specified therein (the “ParagonEx Sellers”) and Mark Gershinson, pursuant to which, the ParagonEx Sellers will transfer to Intermediate all of the issued and outstanding securities of ParagonEx in exchange for Intermediate’s payment and delivery of $10.0 million in cash, which is to be paid upon the closing of the Acquisition, and 75,132,504 newly issued shares of GFH deliverable at the closing of the share exchange. | ||||||||||||||||||||
Primary Purchase Agreement [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Aggregate principal amount | $ 15,900 | ||||||||||||||||||||
Primary Purchase Agreement [Member] | Senior Secured Convertible Debentures [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Debt instrument, percentage | 5.00% | ||||||||||||||||||||
Non Primary Purchase Agreement [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Aggregate principal amount | $ 9,000 | ||||||||||||||||||||
Non Primary Purchase Agreement [Member] | Senior Secured Convertible Debentures [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Debt instrument, percentage | 5.00% | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Preferred stock dividend, percentage | 14.00% | 7.00% | |||||||||||||||||||
Convertible Notes Payable [Member] | Warrant [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Acquisitions description | The Note Warrants shall have an exercise price of $1.01 (subject to customary adjustment in the event of future stock dividends, splits and the like), and shall be exercisable immediately upon receipt of stockholder approval of the Convertible Note Offering, until the earlier of (i) two years from the date of issuance or (ii) the later of (a) 180 days after the closing by the Company of a change of control transaction, or (b) the company’s next debt or equity financing of at least $20 million. | ||||||||||||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | Warrant [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Debt conversion, description | Pursuant to which BNN agreed to convert the outstanding convertible note, issued on July 31, 2019, into 1,818,181 shares of the Company’s newly-designated Series B Preferred Stock, par value $0.001 per share, with a stated value of $1.10 per share (the “Series B Preferred”) (collectively, the “Conversion”). In accordance with the Conversion, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of the State of Delaware on January 21, 2020 to designate the rights and preferences of up to 1,818,181 shares of Series B Preferred. | Pursuant to which BNN agreed to convert the outstanding convertible note, issued on July 31, 2019, into 1,818,181 shares of the Company’s newly-designated Series B Preferred Stock, par value $0.001 per share, with a stated value of $1.10 per share (the “Series B Preferred”) (collectively, the “Conversion”). In accordance with the Conversion, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of the State of Delaware on January 21, 2020 to designate the rights and preferences of up to 1,818,181 shares of Series B Preferred. | |||||||||||||||||||
Series B Convertible Debentures [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Outstanding bank loans | $ 251 | ||||||||||||||||||||
Series A Convertible Debentures [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Sale of stock issued | 3,181,818 | ||||||||||||||||||||
Warrants to purchase of common stock | 4,772,727 | ||||||||||||||||||||
Sale of stock price per share | $ 2.2 | $ 2.2 | |||||||||||||||||||
Aggregate gross proceeds | $ 7,000 | ||||||||||||||||||||
Accrued interest, percentage | 10.00% | ||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Proceeds from sale of securities | $ 15,900 | ||||||||||||||||||||
Aggregate gross proceeds | $ 250,000 | ||||||||||||||||||||
Convertible Debt [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Aggregate gross proceeds | $ 15,900 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Percentage of shares issued and outstanding | 100.00% | 100.00% | |||||||||||||||||||
Sale of stock issued | 2,727,272 | ||||||||||||||||||||
Purchase amount of convertible notes from company | $ 2,000 | ||||||||||||||||||||
Additional amount increased by BNN | $ 1,000 | ||||||||||||||||||||
Warrants to purchase of common stock | 2,727,272 | ||||||||||||||||||||
Convertible notes, terms | 2 years | ||||||||||||||||||||
Debt conversion price per share | $ 1.10 | $ 1.10 | $ 1.10 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Ownership interest in Micronet, diluted | 33.88% | 49.89% | |||||||||||||||||||
Debt conversion price per share | $ 4 | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Ownership interest in Micronet, diluted | 30.48% | 33.88% | |||||||||||||||||||
Debt conversion price per share | $ 1.5 | ||||||||||||||||||||
Micronet [Member] | |||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||
Irrevocable proxy assigning his voting power | 1,980,000 | ||||||||||||||||||||
Voting interest of Micronet increased | 39.53% | 50.07% | |||||||||||||||||||
Ownership interest in Micronet, diluted | 49.89% | ||||||||||||||||||||
Percentage of shares issued and outstanding | 37.79% | ||||||||||||||||||||
Aggregate principal amount | $ 500 | $ 125 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Maximum [Member] | |
Property and equipment, estimated useful lives | 14 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property and equipment, estimated useful lives | 7 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property and equipment, estimated useful lives | 14 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property and equipment, estimated useful lives | 10 years |
Transportation Equipment [Member] | |
Property and equipment, estimated useful lives | 7 years |
Computer Equipment [Member] | |
Property and equipment, estimated useful lives | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Detail Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Textual) | ||
Allowance for doubtful accounts | $ 1,330 | $ 116 |
Impairment charges | $ 14,660 | |
NIS [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Micronet used price per share | $ 0.46 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair value measurements using input type | ||
Cash and cash equivalents | $ 3,154 | $ 2,174 |
Restricted cash | 45 | |
Short-term loan to Related party Micronet Ltd, net | 281 | |
Total | 3,480 | 2,174 |
Level 1 [Member] | ||
Fair value measurements using input type | ||
Cash and cash equivalents | 3,154 | 2,174 |
Restricted cash | 45 | |
Short-term loan to Related party Micronet Ltd, net | ||
Total | 3,199 | 2,174 |
Level 2 [Member] | ||
Fair value measurements using input type | ||
Cash and cash equivalents | ||
Restricted cash | ||
Short-term loan to Related party Micronet Ltd, net | 281 | |
Total | 281 | |
Level 3 [Member] | ||
Fair value measurements using input type | ||
Cash and cash equivalents | ||
Restricted cash | ||
Short-term loan to Related party Micronet Ltd, net | ||
Total |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of inventories | ||
Raw materials | $ 3,800 | |
Work in process and finished product | 545 | |
Inventories | $ 4,345 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Summary of property and equipment | ||
Property and equipment, Gross | $ 113 | $ 3,868 |
Less accumulated depreciation | (84) | (3,207) |
Property and equipment, Net | 29 | 661 |
Building [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | 1,851 | |
Computer equipment [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | 15 | 790 |
Dies [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | 553 | |
Furniture and fixtures [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | 23 | 313 |
Machinery and equipment [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | 7 | 299 |
Transportation equipment [Member] | ||
Summary of property and equipment | ||
Property and equipment, Gross | $ 68 | $ 62 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment, Net (Textual) | ||
Depreciation expenses | $ 88 | $ 312 |
Intangible Assets and Others,_3
Intangible Assets and Others, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Original amount: | ||
Original amount | $ 5,480 | |
Accumulated amortization: | ||
Accumulated amortization | 5,480 | |
Accumulated amortization, Useful life years | 5 years | |
Net Amount: | ||
Prepaid lease expenses and capitalization of license | 434 | |
Intangible assets and others, net | 434 | |
Technology [Member] | ||
Original amount: | ||
Original amount | 2,010 | |
Useful life years | 5 years | |
Accumulated amortization: | ||
Accumulated amortization | 2,010 | |
Accumulated amortization, Useful life years | 5 years | |
Customer related intangible assets [Member] | ||
Original amount: | ||
Original amount | 3,470 | |
Accumulated amortization: | ||
Accumulated amortization | $ 3,470 | |
Customer related intangible assets [Member] | Minimum [Member] | ||
Original amount: | ||
Useful life years | 3 years | |
Accumulated amortization: | ||
Accumulated amortization, Useful life years | 3 years | |
Customer related intangible assets [Member] | Maximum [Member] | ||
Original amount: | ||
Useful life years | 5 years | |
Accumulated amortization: | ||
Accumulated amortization, Useful life years | 5 years |
Short-Term Bank Loans (Details)
Short-Term Bank Loans (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Due to banks | $ 2,330 | |
Current portion | 476 | |
Total short-term liabilities | $ 2,806 | |
Minimum [Member] | NIS [Member] | ||
Interest rate | 2.45% | |
Maximum [Member] | NIS [Member] | ||
Interest rate | 2.50% |
Short-Term Bank Loans (Details
Short-Term Bank Loans (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | ||
Jul. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Short-Term Bank Loans (Textual) | |||
Due to banks | $ 2,330 | ||
Current portion | 476 | ||
Total short-term liabilities | 2,806 | ||
Outstanding short term debt | $ 251 | ||
Micronet [Member] | |||
Short-Term Bank Loans (Textual) | |||
Total short-term liabilities | 764 | ||
Bank for borrowing, amount | $ 1,566 | ||
Micronet [Member] | Minimum [Member] | |||
Short-Term Bank Loans (Textual) | |||
Interest rate | 2.45% | ||
Micronet [Member] | Maximum [Member] | |||
Short-Term Bank Loans (Textual) | |||
Interest rate | 2.50% |
Loans from Others (Details)
Loans from Others (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 13, 2019 | Oct. 31, 2019 | Jun. 04, 2019 | Feb. 21, 2019 | Dec. 17, 2018 | Mar. 29, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 07, 2018 |
Loans from Others (Textual) | |||||||||
Fees and expenses | $ 273 | ||||||||
Conversion price per share | $ 1 | ||||||||
Issued to shares of common stock converted | 250,000 | ||||||||
Conversion amount | $ 250 | ||||||||
Aggregate amount | $ 3,004 | ||||||||
Maximum [Member] | |||||||||
Loans from Others (Textual) | |||||||||
Conversion price per share | $ 4 | ||||||||
Minimum [Member] | |||||||||
Loans from Others (Textual) | |||||||||
Conversion price per share | $ 1.5 | ||||||||
Series A Debentures [Member] | |||||||||
Loans from Others (Textual) | |||||||||
Aggregate amount | $ 2,057 | ||||||||
Accured interest percentage | 10.00% | ||||||||
YA [Member] | |||||||||
Loans from Others (Textual) | |||||||||
Warrants to purchase of common stock | 1,187,500 | ||||||||
Warrants excercisabe price | $ 2 | ||||||||
Expiration date start | Jun. 30, 2021 | ||||||||
Expiration date end | Mar. 29, 2023 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Loans from Others (Textual) | |||||||||
Securities purchase agreement, description | The Company and MICT Telematics Ltd. (formerly known as Enertec Electronics Ltd.), or MICT Telematics, a subsidiary of the Company, executed and closed on a securities purchase agreement with YA II whereby the Company issued and sold to YA II (1) certain Series A Convertible Debentures in the aggregate principal aggregate amount of $3,200, or the Series A Debentures, and (2) a Series B Convertible Debenture in the principal aggregate amount of $1,800, or the Series B Debenture. The Series A Debentures were issued in exchange for the cancellation and retirement of certain promissory notes issued by the Company to YA II on October 28, 2016, December 22, 2016, June 8, 2017 and August 22, 2017, with a total outstanding aggregate principal amount of $3,200. The Series B Debenture was issued and sold for aggregate gross cash proceeds of $1,800. | ||||||||
Securities Purchase Agreement [Member] | Convertible Notes [Member] | |||||||||
Loans from Others (Textual) | |||||||||
Conversion price per share | $ 1.10 | $ 1.10 | |||||||
Issued to shares of common stock converted | 996,817 | ||||||||
Conversion amount | $ 1,000 | ||||||||
Sale of stock issued | 2,727,272 | ||||||||
Purchase amount of convertible notes from company | $ 2,000 | ||||||||
Additional amount increased by BNN | $ 1,000 | ||||||||
Warrants to purchase of common stock | 2,727,272 | ||||||||
Convertible notes, terms | 2 years | ||||||||
Aggregate number of common share, percentage | 100.00% | ||||||||
Securities Purchase Agreement [Member] | YA II [Member] | |||||||||
Loans from Others (Textual) | |||||||||
Securities purchase agreement, description | Pursuant to the terms of the securities purchase agreement, the Company agreed to issue to YA II a warrant to purchase up to 375,000 shares of the Company's common stock at an exercise price of $2.00 per share, a warrant to purchase up to 200,000 shares of the Company's common stock at an exercise price of $3.00 per share and a warrant to purchase up to 112,500 shares of the Company's common stock at an exercise price of $4.00 per share. |
Loss of Control of Subsidiary_2
Loss of Control of Subsidiary (Details) - Micronet [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Revenues | $ 8,747 |
Gross profit | 1,361 |
Loss from operations | (3,052) |
Net Loss | (3,268) |
Net loss in equity method | (608) |
Impairment of equity method investment | (187) |
including Gain from change of ownership interests | $ 101 |
Loss of Control of Subsidiary_3
Loss of Control of Subsidiary (Details Textual) - USD ($) $ in Thousands | Sep. 05, 2019 | Feb. 24, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Loss of Control of Subsidiary (Textual) | ||||
Irrevocable proxy assigning his voting power | 1,980,000 | |||
Voting interest of Micronet increased | 37.79% | 39.53% | ||
Percentage of shares issued and outstanding | 49.89% | |||
Impairment for investment | $ 281 | |||
Micronet [Member] | ||||
Loss of Control of Subsidiary (Textual) | ||||
Irrevocable proxy assigning his voting power | 1,980,000 | |||
Voting interest of Micronet increased | 39.53% | 50.07% | ||
Ownership interest in Micronet, diluted | 49.89% | |||
Percentage of shares issued and outstanding | 37.79% | |||
Maximum [Member] | ||||
Loss of Control of Subsidiary (Textual) | ||||
Ownership interest in Micronet, diluted | 33.88% | 49.89% | ||
Minimum [Member] | ||||
Loss of Control of Subsidiary (Textual) | ||||
Ownership interest in Micronet, diluted | 30.48% | 33.88% |
Loan to Micronet Ltd. (Details)
Loan to Micronet Ltd. (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 13, 2019 | Sep. 19, 2019 | Dec. 31, 2019 | Nov. 18, 2019 |
Loan to Micronet Ltd. (Textual) | ||||
Agreed to loan | $ 94 | |||
Micronet [Member] | ||||
Loan to Micronet Ltd. (Textual) | ||||
Agreed to loan | 500 | $ 125 | ||
Bears interest rate | 3.95% | |||
Conversion price per share | $ 0.38 | |||
Exercise price per share | $ 0.60 | |||
Convertible loan sum | 125 | |||
Micronet [Member] | First and Second Loan [Member] | ||||
Loan to Micronet Ltd. (Textual) | ||||
Agreed to loan | $ 375 | |||
Subsidiary [Member] | ||||
Loan to Micronet Ltd. (Textual) | ||||
Agreed to loan | $ 250 | |||
Loan to subsidiary, description | The First Loan did not bear any interest and was due and payable upon the earlier of (i) December 31, 2019; or (ii) at such time Micronet receives an investment of at least $250 from non-related parties. |
Accrued Severance Pay, Net (Det
Accrued Severance Pay, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued severance pay | $ 50 | $ 208 |
Less - amount funded | (98) | |
Accrued severance pay, net | $ 50 | $ 110 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Domestic | $ (7) | |
Foreign (Israel) | (17) | (62) |
Current income tax expense benefit | (17) | (69) |
Taxes related to prior years | (15) | |
Deferred: | ||
Deferred taxes, net | (522) | |
Total provision for income taxes | $ 17 | $ 606 |
Provision for Income Taxes (D_2
Provision for Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21.00% | 21.00% |
Tax rate difference between U.S. and Israel | 2.00% | 2.00% |
Effect of Israeli tax rate benefit | (7.00%) | |
Effect of previous years | ||
Change in valuation allowance | (16.00%) | (9.00%) |
Others | (7.00%) | (7.00%) |
Effective tax rate | 0.00% | 0.00% |
Provision for Income Taxes (D_3
Provision for Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 1,799 | $ 1,509 |
Provisions for employee rights and other temporary differences | 20 | 278 |
Deferred tax assets before valuation allowance | 1,819 | 1,787 |
Valuation allowance | (1,819) | (1,787) |
Deferred tax assets | ||
Deferred tax liability | ||
Deferred tax assets, net |
Provision for Income Taxes (D_4
Provision for Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 22, 2019 | Dec. 22, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |
Provision for Income Taxes (Textual) | |||||
Income tax rate foreign subsidiary percentage | 23.00% | 23.00% | |||
Operating loss carry forward | $ 8,567 | ||||
Operating loss carry forward, expiration date | Dec. 31, 2022 | ||||
Valuation allowance net operating loss carry forward percentage | 100.00% | ||||
U.S. corporate tax rate | 21.00% | 21.00% | |||
Israel [Member] | |||||
Provision for Income Taxes (Textual) | |||||
General tax rate, description | According to such law, in 2017 the general tax rate was decreased by 1% and starting in 2018 was decreased by 2%; so that the tax rate was 23% in 2019 and was 23% in 2018 and onwards. In addition, the tax rate that applies to Preferred Enterprises in preferred areas was be decreased by 1.5% to 7.5% starting January 1, 2017. | ||||
Micronet Ltd [Member] | |||||
Provision for Income Taxes (Textual) | |||||
Tax rate for preferred enterprises percentage | 16.00% | 16.00% |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Total | $ 508 | $ 918 |
Consulting fee paid to controlling shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 400 | 400 |
Bonus paid to controlling shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 36 | 300 |
Others [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 22 | |
Stock based compensation granted to controlling shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 50 | $ 218 |
Related Parties (Details Textua
Related Parties (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jun. 06, 2018 | Nov. 07, 2012 | Feb. 24, 2019 | Nov. 19, 2018 | Nov. 26, 2012 | Dec. 31, 2019 |
Related Parties (Textual) | ||||||
Description of agreement | Mr. Lucatz agreed to devote 60% of his time to Micronet matters for the three year term of the agreement and Micronet agreed to pay the Micronet Management Fees to the entities controlled by Mr. Lucatz, and cover other monthly expenses. Such agreement was further subject to the approval of Micronet's stockholders, which was obtained at a special meeting held on January 30, 2013 for that purpose and went into effect following its execution on February 8, 2013. The Micronet Agreement was extended on November 1, 2015 for three years on the same terms and conditions and was approved by Micronet's board of directors on October 11, 2015 and Micronet's shareholders on November 16, 2015. Effective July 6, 2017, DLC has consented to reduce the Micronet Management Fees to NIS 23,000. | |||||
Description of management and consulting services agreement | MICT would pay the entities controlled by Mr. Lucatz: (i) management fees of $13,333 on a monthly basis, and cover other monthly expenses, (ii) an annual bonus of 3% of the amount by which the annual EBITDA for such year exceeds the average annual EBITDA for 2011 and 2010, and (iii) a bonus of 0.5% of the purchase price of any acquisition or capital raising transaction, excluding the public offering contemplated at such time, completed by us during the term of the agreement. | |||||
Stock option to purchase shares | 400 | |||||
Stock to purchase shares | 1,980 | |||||
Exercise price of per share | $ 435 | |||||
Loan amount | $ 94 | |||||
Aggregate amount | $ 435,000 | $ 400,000 | ||||
Minimum investment | 150,000 | |||||
Mr Lucatz [Member] | ||||||
Related Parties (Textual) | ||||||
Annual base salary | $ 400,000 | |||||
Cash bonus | $ 300,000 | |||||
Stock option to purchase shares | 300,000 | 1,000 | ||||
Exercise price of per share | $ 1.32 | $ 123 | ||||
Shares of common stock vest | 100,000 | |||||
Acquisitions description | (i) our former director, Miki Balin, and two of our current directors, Chezy (Yehezkel) Ofir and Jeffrey P. Bialos, including our Chief Executive Officer, Mr. David Lucatz, 300,000 options to purchase MICT common stock (1,200,000 options in the aggregate) with an exercise price equal to the purchase price per share of Merger Sub stock which shall be granted as success bonuses under MICT's existing 2012 and 2014 Stock Incentive Plans or under the Merger Sub equity plan (including the Merger Sub Israeli sub-plan) and which shall be, converted into replacement options of MICT Replacement Options (as described in Section 2.6(b) of the Acquisition Merger Agreement) and which, for the, avoidance of doubt, and notwithstanding the termination of the employment or directorship of the, option holder, shall expire on the 15 month anniversary of the closing date); and (ii) up to an additional, 300,000 restricted shares of MICT common stock, to be issued to officers and service providers of MICT. | |||||
Aggregate amount | $ 123,000 | |||||
Micronet Ltd [Member] | ||||||
Related Parties (Textual) | ||||||
Minimum investment | $ 250,000 |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 1,167,000 |
Options Exercisable, Number Exercisable | 1,037,000 |
Exercise Price One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 15,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 6 months |
Options Exercisable, Number Exercisable | 15,000 |
Options Exercisable, Exercise Price | $ / shares | $ 4.30 |
Exercise Price Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 341,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years |
Options Exercisable, Number Exercisable | 341,000 |
Options Exercisable, Exercise Price | $ / shares | $ 4.30 |
Exercise Price Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 656,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 6 months |
Options Exercisable, Number Exercisable | 556,000 |
Options Exercisable, Exercise Price | $ / shares | $ 1.32 |
Exercise Price Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 125,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 9 months |
Options Exercisable, Number Exercisable | 125,000 |
Options Exercisable, Exercise Price | $ / shares | $ 1.4776 |
Exercise Price Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 30,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years 2 months 30 days |
Options Exercisable, Number Exercisable | |
Options Exercisable, Exercise Price | $ / shares |
Shareholder's Equity (Details 1
Shareholder's Equity (Details 1) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Changes during the year: | ||
Number of Options, outstanding at the beginning of year | 1,297,000 | 536,000 |
Number of Options, Granted | 30,000 | 861,000 |
Number of Options, Exercised | ||
Number of Options, Forfeited | (160,000) | (100,000) |
Number of Options, outstanding at end of year | 1,167,000 | 1,297,000 |
Number of Options, exercisable at year-end | 1,037,000 | 1,097,000 |
Weighted Average Exercise Price, Options outstanding at the beginning of year | $ 2.34 | $ 4.30 |
Weighted Average Exercise Price, Granted | 1.32 | 1.34 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | 2.81 | 4.30 |
Weighted Average Exercise Price, Options outstanding at end of year | 2.24 | 2.34 |
Weighted Average Exercise Price, Options exercisable at year-end | $ 2.36 | $ 1.35 |
Stockholder's Equity (Details T
Stockholder's Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 21, 2020 | Jun. 04, 2019 | Jan. 31, 2020 | Jan. 21, 2020 | Jul. 29, 2019 | Jun. 04, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2019 | Feb. 28, 2019 | Jul. 17, 2014 |
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Shares issued of common stock | 80,000 | 275,300 | 145,300 | ||||||||
Par value | $ 0.001 | $ 0.001 | |||||||||
Conversion of preferred warrants | 4,772,727 | ||||||||||
Aggregate gross proceeds | $ 7,000 | $ 5,250 | |||||||||
Cumulative cash dividends payable, description | Commencing on March 31, 2020, cumulative cash dividends shall become payable on the Preferred Stock at the rate per share of 7% per annum, which rate shall increase to 14% per annum on June 30, 2020. | ||||||||||
Preferred warrants exercise price | $ 1.01 | $ 1.01 | |||||||||
Stock based compensation | $ 61 | $ 377 | |||||||||
Expected dividend yield | 0.00% | ||||||||||
Expected volatility rate | 48.61% | 37.30% | |||||||||
Risk-free interest rate | 2.60% | 281.00% | |||||||||
Expected term | 6 years 6 months | 6 years | |||||||||
Total expenses of options | $ 61 | ||||||||||
Received additional amount | 1,200 | ||||||||||
Aggregate amount | $ 3,004 | ||||||||||
Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Sale of stock | 2,727,272 | ||||||||||
Purchase amount of convertible notes from company | $ 2,000 | ||||||||||
Additional amount increased by BNN | $ 1,000 | ||||||||||
Warrants to purchase of common stock | 2,727,272 | ||||||||||
Convertible notes, terms | 2 years | ||||||||||
Aggregate number of common share, percentage | 100.00% | 100.00% | |||||||||
Subsequent Event [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Received additional amount | $ 550 | ||||||||||
Board of Directors [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Options grant | 30,000 | ||||||||||
Options, exercise price | $ 1.32 | ||||||||||
Fair value of grants | $ 0 | ||||||||||
2012 Stock Incentive Plan [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Stock based compensation | $ 61 | $ 377 | |||||||||
Number of shares available for future awards | 3,652,400 | ||||||||||
Expiration term | 10 years | ||||||||||
2014 Stock Incentive Plan [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Number of shares available for future awards | 76,775 | ||||||||||
Number of shares authorized | 100,000 | ||||||||||
Common stock reserved for issuance | 600,000 | ||||||||||
Preferred Stock [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Total expenses | $ 420 | ||||||||||
Sale of stock | 2,386,363 | ||||||||||
Conversion of preferred stock | 6,366,363 | 6,366,363 | |||||||||
Warrant [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Sale of stock | 3,579,544 | ||||||||||
Warrant [Member] | Convertible Notes Payable [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Acquisitions description | The Note Warrants shall have an exercise price of $1.01 (subject to customary adjustment in the event of future stock dividends, splits and the like), and shall be exercisable immediately upon receipt of stockholder approval of the Convertible Note Offering, until the earlier of (i) two years from the date of issuance or (ii) the later of (a) 180 days after the closing by the Company of a change of control transaction, or (b) the company’s next debt or equity financing of at least $20 million. | ||||||||||
Warrant [Member] | Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Debt conversion, description | Pursuant to which BNN agreed to convert the outstanding convertible note, issued on July 31, 2019, into 1,818,181 shares of the Company’s newly-designated Series B Preferred Stock, par value $0.001 per share, with a stated value of $1.10 per share (the “Series B Preferred”) (collectively, the “Conversion”). In accordance with the Conversion, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of the State of Delaware on January 21, 2020 to designate the rights and preferences of up to 1,818,181 shares of Series B Preferred. | Pursuant to which BNN agreed to convert the outstanding convertible note, issued on July 31, 2019, into 1,818,181 shares of the Company’s newly-designated Series B Preferred Stock, par value $0.001 per share, with a stated value of $1.10 per share (the “Series B Preferred”) (collectively, the “Conversion”). In accordance with the Conversion, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of the State of Delaware on January 21, 2020 to designate the rights and preferences of up to 1,818,181 shares of Series B Preferred. | |||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Sale of stock | 3,181,818 | ||||||||||
Stated value of per share | $ 2.20 | $ 2.20 | |||||||||
Convertible Preferred Stock [Member] | Warrant [Member] | |||||||||||
Stockholders' Equity (Deficiency) (Textual) | |||||||||||
Acquisitions description | The Preferred Warrants shall have an exercise price of $1.01 (subject to customary adjustment in the event of future stock dividends, splits and the like), which is above the average price of the Common Stock during the preceding five trading days, and shall be exercisable immediately, until the earlier of (i) two years from the date of issuance or (ii) the later of (a) 180 days after the closing by the Company of a change of control transaction, or (b) the company’s next debt or equity financing of at least $20 million. |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from customers in geographic regions | ||
Total | $ 477 | $ 14,162 |
United States [Member] | ||
Revenue from customers in geographic regions | ||
Total | 327 | 10,834 |
Israel [Member] | ||
Revenue from customers in geographic regions | ||
Total | 14 | 119 |
Other [Member] | ||
Revenue from customers in geographic regions | ||
Total | $ 136 | $ 3,209 |
Segment Reporting (Details Text
Segment Reporting (Details Textual) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Customer one [Member] | ||
Concentration risk, percentage | 23.00% | 38.00% |
Customer two [Member] | ||
Concentration risk, percentage | 21.00% | 17.00% |
Supplementary Financial State_3
Supplementary Financial Statements Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Current Assets: | ||
Prepaid expenses | $ 926 | $ 164 |
Government departments and agencies receivables | 11 | 129 |
Others | 46 | |
Other current assets | $ 937 | $ 339 |
Supplementary Financial State_4
Supplementary Financial Statements Information (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Current Liabilities: | ||
Employees and wage-related liabilities | $ 29 | $ 442 |
Deferred revenues and credit card | 88 | |
Accrued expenses | 254 | 442 |
Others | 7 | 239 |
Other accounts payable | $ 290 | $ 1,211 |
Supplementary Financial State_5
Supplementary Financial Statements Information (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||
Amount for basic earnings per share | $ (4,217) | $ (2,610) |
Effect of dilutive instruments | ||
Amount for diluted earnings per share | $ (4,217) | $ (2,610) |
Denominator: | ||
Denominator for basic earnings per share - weighted average of shares | 10,697,329 | 9,166,443 |
Loss per share attributable to Micronet Enertec: | ||
Basic and diluted continued operation | $ (0.39) | $ (0.81) |
Basic and diluted discontinued operation | $ 0.56 | |
Anti-Dilutive Potentially dilutive securities | 26,174,731 | 10,529,588 |
Discontinued Operation (Details
Discontinued Operation (Details) - Discontinued operation [Member] $ in Thousands | 5 Months Ended |
May 22, 2018USD ($) | |
Revenues | $ 1,512 |
Cost of revenues | 2,655 |
Gross (loss) | (1,143) |
Operating expenses: | |
Research and development | 120 |
Selling and marketing | 204 |
General and administrative | 376 |
Total operating expenses | 700 |
Loss from operations | (1,843) |
Capital gain | 6,844 |
Finance expense, net | (102) |
Profit before provision for income taxes | 4,899 |
Taxes on income | 5 |
Net profit | $ 4,894 |
Discontinued Operation (Detai_2
Discontinued Operation (Details1) $ in Thousands | 5 Months Ended |
May 22, 2018USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Net cash provided by (used in) operating activities | $ 131 |
Net cash used in investing activities | (39) |
Net cash provided by (used in) financing activities | (63) |
NET CASH INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 29 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD | 4,503 |
TRANSLATION ADJUSTMENT OF CASH AND CASH EQUIVALENTS | (147) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD | $ 4,385 |
Discontinued Operation (Detai_3
Discontinued Operation (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Discontinued Operation (Textual) | |
Purchase price | $ 5,250 |
Enertec debt | 4,000 |
Aggregate gross proceeds | $ 4,700 |
Percentage of held in escrow | 10.00% |
Capital gain from sale of enertec | $ 6,800 |
Share Purchase Agreement description | The Company, Enertec, Coolisys, DPW and Mr. David Lucatz, the Company's Chief Executive Officer, agreed to execute a consulting agreement, or the Consulting Agreement, whereby the Company, via Mr. Lucatz, will provide Enertec with certain consulting and transitional services over a 3 year period as necessary and requested by the Coolisys (but in no event to exceed 20% of Mr. Lucatz's time). Coolisys (via Enertec) will pay the Company an annual consulting fee of $150,000 as well as issue the Company 150,000 restricted shares of DPW Class A common stock, or the DPW Equity, for such services, to be vested and released from restriction in three equal installments, with the initial installment vesting the day after the closing and the remaining installments vesting on each of the first 2 anniversaries of the closing. |
Coolisys [Member] | |
Discontinued Operation (Textual) | |
Enertec debt | $ 4,000 |
Indemnification claim | $ 4,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 21, 2020 | Jan. 21, 2020 | Dec. 31, 2019 | Nov. 12, 2019 | Nov. 07, 2019 | Feb. 21, 2019 | Dec. 31, 2018 |
Subsequent Events (Textual) | |||||||
Conversion price per share | $ 1 | ||||||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Series A Preferred Stock [Member] | |||||||
Subsequent Events (Textual) | |||||||
Convertible Preferred stock, par value | $ 0.001 | ||||||
Convertible Debt [Member] | Primary Purchase Agreement [Member] | |||||||
Subsequent Events (Textual) | |||||||
Outstanding principal balance | $ 15,900 | ||||||
Securities purchase percentage | 5.00% | ||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||
Subsequent Events (Textual) | |||||||
Conversion price per share | $ 0.001 | $ 0.001 | |||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||
Subsequent Events (Textual) | |||||||
Acquisition of conversion, description | (i) the Conversion and (ii) the recent receipt of $1,750,000 in connection with the sale and issuance of additional shares of Series A Preferred Stock, par value $0.001 per share, pursuant to that certain Securities Purchase Agreement entered into by and among the Company and certain purchasers | ||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Warrant [Member] | |||||||
Subsequent Events (Textual) | |||||||
Debt conversion, description | Pursuant to which BNN agreed to convert the outstanding convertible note, issued on July 31, 2019, into 1,818,181 shares of the Company’s newly-designated Series B Preferred Stock, par value $0.001 per share, with a stated value of $1.10 per share (the “Series B Preferred”) (collectively, the “Conversion”). In accordance with the Conversion, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of the State of Delaware on January 21, 2020 to designate the rights and preferences of up to 1,818,181 shares of Series B Preferred. | Pursuant to which BNN agreed to convert the outstanding convertible note, issued on July 31, 2019, into 1,818,181 shares of the Company’s newly-designated Series B Preferred Stock, par value $0.001 per share, with a stated value of $1.10 per share (the “Series B Preferred”) (collectively, the “Conversion”). In accordance with the Conversion, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred with the Secretary of State of the State of Delaware on January 21, 2020 to designate the rights and preferences of up to 1,818,181 shares of Series B Preferred. |