Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 13, 2020 | |
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-Q | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-35850 | |
Entity Incorporation State Country Code | DE | |
Entity Common Stock, Shares Outstanding | 11,930,880 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 9,707 | $ 3,154 |
Restricted cash | 45 | |
Trade accounts receivable, net | 305 | |
Short-term loan to related party Micronet Ltd., net | 281 | |
Inventories, net | 1,852 | |
Other current assets | 1,541 | 937 |
Total current assets | 13,405 | 4,417 |
Property and equipment, net | 689 | 29 |
Long term deposit | 26 | |
Right of use assets | 310 | |
Goodwill | 2,618 | |
Intangible assets and others, net | 2,475 | |
Restricted cash escrow | 477 | 477 |
Micronet Ltd. equity method investment | 994 | |
Total long-term assets | 6,595 | 1,500 |
Total assets | 20,000 | 5,917 |
LIABILITIES AND EQUITY | ||
Short term bank credit and current portion of long term bank loans | 1,186 | |
Short term credit from others | 8,151 | |
Trade accounts payable | 1,193 | |
Other current liabilities | 1,865 | 290 |
Total current liabilities | 12,395 | 290 |
Long term loans from others | 1,856 | |
Lease liability | 102 | |
Deferred tax liabilities | 362 | |
Long term escrow | 477 | 477 |
Accrued severance pay | 145 | 50 |
Total long term liabilities | 1,086 | 2,383 |
Stockholders’ Equity: | ||
Common stock; $0.001 par value, 25,000,000 shares authorized, 11,107,714 shares issued and outstanding as of June 30, 2020 and 11,089,532 shares issued and outstanding as of December 31, 2019, respectively | 11 | 11 |
Additional paid in capital | 14,198 | 14,107 |
Accumulated other comprehensive (loss) | 164 | 70 |
Accumulated loss | (18,382) | (16,974) |
MICT, Inc. stockholders’ equity | 4,347 | 3,244 |
Non-controlling interests | 2,172 | |
Total equity | 6,519 | 3,244 |
Total liabilities and equity | 20,000 | 5,917 |
Series A Convertible Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock value | 3 | 2 |
Additional paid in capital - preferred stock | 6,437 | 6,028 |
Total equity | 3 | 2 |
Series B Convertible Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock value | 2 | $ 0 |
Additional paid in capital - preferred stock | 1,914 | |
Total equity | $ 2 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 11,107,714 | 11,089,532 |
Common stock, shares outstanding | 11,107,714 | 11,089,532 |
Series A Convertible Preferred Stock | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 3,181,818 | 3,181,818 |
Convertible Preferred stock, shares issued | 2,386,363 | 2,386,363 |
Convertible Preferred stock, shares outstanding | 2,386,363 | 2,386,363 |
Series B Convertible Preferred Stock | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 1,818,182 | 0 |
Convertible Preferred stock, shares issued | 1,818,182 | 0 |
Convertible Preferred stock, shares outstanding | 1,818,182 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020USD ($)shares | Jun. 30, 2020₪ / shares | Jun. 30, 2019USD ($)shares | Jun. 30, 2019₪ / shares | Jun. 30, 2020USD ($)shares | Jun. 30, 2020₪ / shares | Jun. 30, 2019USD ($)shares | Jun. 30, 2019₪ / shares | |
Income Statement [Abstract] | ||||||||
Revenues | $ 477 | |||||||
Cost of revenues | 846 | |||||||
Gross profit (loss) | (369) | |||||||
Operating expenses: | ||||||||
Research and development | 261 | |||||||
Selling and marketing | 198 | |||||||
General and administrative | 668 | 670 | 1,438 | 1,660 | ||||
Amortization of intangible assets | 20 | |||||||
Total operating expenses | 668 | 670 | 1,438 | 2,139 | ||||
Loss from operations | (668) | (670) | (1,438) | (2,508) | ||||
Share in investee losses | (146) | (405) | (786) | (405) | ||||
Net profit from loss of control | 299 | |||||||
Gain on previously held equity in Micronet | 665 | 665 | ||||||
Financial (income) expenses, net | 381 | 22 | 157 | (54) | ||||
Income (loss) before provision for income taxes | 232 | (1,097) | (1,402) | (2,560) | ||||
Provision for income taxes | 5 | 5 | 6 | 8 | ||||
Total net profit (loss) | 227 | (1,102) | (1,408) | (2,568) | ||||
Net loss attributable to non-controlling interests | (556) | |||||||
Net profit (loss) attributable to MICT, Inc. | $ 227 | $ (1,102) | $ (1,408) | $ (2,012) | ||||
Earnings (loss) per share attributable to MICT, Inc. | ||||||||
Basic | ₪ / shares | ₪ 0.02 | ₪ (0.10) | ₪ (0.12) | ₪ (0.19) | ||||
Diluted | ₪ / shares | ₪ 0 | |||||||
Weighted average common shares outstanding: | ||||||||
Basic | shares | 11,094,784 | 11,009,199 | 11,092,144 | 10,365,744 | ||||
Diluted | shares | 19,901,263 | 11,009,199 | 11,092,144 | 10,365,744 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Income (Parenthetical) $ in Thousands | Jun. 30, 2020USD ($) |
Income Statement [Abstract] | |
Capital gain from disposal | $ 6,844 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 227 | $ (1,102) | $ (1,408) | $ (2,568) |
Other comprehensive income (loss), net of tax: | ||||
Currency translation adjustment | 164 | 94 | (143) | |
Total comprehensive income (loss) | 391 | (1,102) | (1,314) | (2,711) |
Comprehensive (loss) attributable to non-controlling interests | (463) | |||
Comprehensive (loss) income attributable to MICT, Inc. | $ 391 | $ (1,102) | $ (1,314) | $ (2,248) |
Statements of Changes in Equity
Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Series B Convertible Preferred Stock | Series A Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income | Non-controlling Interest | Total |
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 | $ 533 | $ 533 | ||||||||
Shares issued to service providers and employees, shares | 420,600 | 39 | 39 | |||||||
Stock based compensation | $ 70 | (70) | $ 0 | |||||||
Comprehensive loss | (2,012) | (306) | (393) | (2,711) | ||||||
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 | |||||||||
Balance at Jun. 30, 2019 | $ 11 | 13,893 | (14,769) | 0 | 0 | (865) | ||||
Balance, Shares at Jun. 30, 2019 | 11,009,532 | |||||||||
Balance at Mar. 31, 2019 | $ 11 | 13,518 | (13,667) | (138) | ||||||
Balance, Shares at Mar. 31, 2019 | 10,734,232 | |||||||||
Shares issued to service providers and employees | 358 | 358 | ||||||||
Shares issued to service providers and employees, shares | 275,300 | |||||||||
Stock based compensation | 17 | 17 | ||||||||
Comprehensive loss | (1,102) | (1,102) | ||||||||
Balance at Jun. 30, 2019 | $ 11 | 13,893 | (14,769) | 0 | 0 | (865) | ||||
Balance, Shares at Jun. 30, 2019 | 11,009,532 | |||||||||
Balance at Dec. 31, 2019 | $ 2 | $ 11 | 6,028 | 14,107 | (16,974) | 70 | 0 | 3,244 | ||
Balance, Shares at Dec. 31, 2019 | 2,386,363 | 11,089,532 | ||||||||
Shares issued to service providers and employees | 22 | 22 | ||||||||
Shares issued to service providers and employees, shares | 18,182 | |||||||||
Stock based compensation | 69 | 69 | ||||||||
Comprehensive loss | (1,408) | 94 | (1,314) | |||||||
Entering the control of a subsidiary | 2,172 | 2,172 | ||||||||
Issuance of shares, net- Series A Convertible Preferred Stock | $ 1 | 409 | 410 | |||||||
Issuance of shares, net- Series A Convertible Preferred Stock, shares | 795,455 | |||||||||
Issuance of shares, net- Series B Convertible Preferred Stock | $ 2 | 1,914 | 1,916 | |||||||
Issuance of shares, net- Series B Convertible Preferred Stock, shares | 1,818,182 | |||||||||
Balance at Jun. 30, 2020 | $ 2 | $ 3 | $ 11 | 1,914 | 6,437 | 14,198 | (18,382) | 164 | 2,172 | 6,519 |
Balance, Shares at Jun. 30, 2020 | 1,818,182 | 3,181,818 | 11,107,714 | |||||||
Balance at Mar. 31, 2020 | $ 2 | $ 3 | $ 11 | 1,914 | 6,437 | 14,169 | (18,609) | 0 | 0 | 3,927 |
Balance, Shares at Mar. 31, 2020 | 1,818,182 | 3,181,818 | 11,089,532 | |||||||
Shares issued to service providers and employees | 22 | 22 | ||||||||
Shares issued to service providers and employees, shares | 18,182 | |||||||||
Issuance of warrants | 7 | 7 | ||||||||
Comprehensive loss | 227 | 164 | 391 | |||||||
Entering the control of a subsidiary | 2,172 | 2,172 | ||||||||
Balance at Jun. 30, 2020 | $ 2 | $ 3 | $ 11 | $ 1,914 | $ 6,437 | $ 14,198 | $ (18,382) | $ 164 | $ 2,172 | $ 6,519 |
Balance, Shares at Jun. 30, 2020 | 1,818,182 | 3,181,818 | 11,107,714 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net profit (loss) from continued operations | $ (1,408) | $ (2,565) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Gain on previously held equity interest in Micronet | (665) | |
Profit from loss of control | (299) | |
Share in investee losses | 786 | 405 |
Impairment of equity method investment in Micronet Ltd. | (187) | |
Impairment of loan to Micronet Ltd. | (84) | |
Depreciation and amortization | 3 | 86 |
Restricted cash | 45 | |
Accrued interest and exchange rate differences on loans | 19 | 109 |
Extinguishment of loan costs and commissions | ||
Accrued interest and exchange rate differences on loans from others | 66 | 85 |
Stock-based compensation for employees and consultants | 69 | 502 |
Decrease in trade accounts receivable, net | 672 | |
Decrease in inventories | 348 | |
Decrease in accrued severance pay, net | (7) | |
Decrease (increase) in other accounts receivable | (410) | (312) |
Increase in trade accounts payable | (394) | |
Increase in other accounts payable | 121 | 15 |
Net cash (used in) operating activities | (1,645) | (1,355) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Loan to related party (Micronet Ltd.) | (125) | |
Purchase of property and equipment | (2) | (57) |
Additional investment of Micronet Ltd. | (515) | |
consolidation of Micronet Ltd. (Appendix B) | 268 | |
Deconsolidation of Micronet Ltd. (Appendix A) | (608) | |
Net cash (used by) provided investing activities | (374) | (665) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Short term bank credit | (101) | |
Receipt of loans from others, net | 8,141 | |
Repayment on account of redemption | (15,900) | |
Payments on account of shares | 15,900 | |
Extinguishment of loan costs | ||
Repayment of short term loans | ||
Issuance of shares, net | 22 | |
Issuance of convertible preferred shares net | 409 | |
Net cash (used by) provided financing activities | 8,572 | (101) |
NET CASH (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 6,553 | (2,121) |
Cash, Cash Equivalents and restricted cash at the beginning of the period | 3,154 | 2,174 |
TRANSLATION ADJUSTMENT ON CASH AND CASH EQUIVALENTS | 3 | |
Cash, Cash Equivalents and restricted cash at end of the period | 9,707 | 56 |
Amount paid during the period for: | ||
Interest | 19 | 135 |
Taxes | $ 6 | $ 3 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 13, 2019 | Jan. 21, 2020 | Feb. 21, 2019 | Feb. 24, 2019 |
Working capital other than cash | $ (2,301) | |||
Finance lease | 359 | |||
Accrued severance pay, net | 56 | |||
Translation reserve | (417) | |||
Micronet Ltd. investment in fair value | 1,711 | |||
Non controlling interests | 1,499 | |||
Net profit from loss of control | (299) | |||
Cash | 608 | |||
Shares of its common stock | 996,817 | 1,818,181 | 250,000 | |
Conversion value | $ 1,000,000 | $ 2,000 | $ 250,000 | |
Conversion price | $ 1.10 | $ 1 | ||
Convertible Preferred stock, par value | $ 0.001 | |||
Net working capital (borrowing excluded) | (351) | |||
Property and equipment | 661 | |||
Intangible assets | 2,475 | |||
Goodwill | 2,618 | |||
Right of use assets | 310 | |||
Other assets | 26 | |||
Borrowings | (1,676) | |||
Micronet Ltd. investment in fair value | (1,573) | |||
Non-current liabilities | (558) | |||
Accumulated other comprehensive income | (28) | |||
Minority interest | (2,172) | |||
Net cash provided by acquisition | $ 268 | |||
Series B Convertible Preferred Stock | ||||
Convertible Preferred stock, par value | $ 1.10 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2020 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Overview MICT Inc., (" we Company The Company's business relates to its ownership interest in its Israel-based subsidiary, Micronet Ltd., or Micronet. 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 (the " TASE On June 10, 2020, the Company announced that MICT Telematics Ltd. will own, assuming that all of the ordinary shares offered in the tender offer were purchased, 45.53% of Micronet's issued and outstanding ordinary shares. Also on June 10, 2020, the Company further informed Micronet that, assuming that the full subscription of such tender offer is accepted, the Company intends to, but shall not be required to, participate in a public offering of Micronet's ordinary shares, pursuant to which the Company may purchase up to $900,000 of such shares. Subsequently, on June 23, 2020, the Company announced that, as a result of (i) the completion of the tender offer, in which 5,999,996 of Micronet's ordinary shares were purchased for aggregate proceeds of NIS 1,800,000 (or $515,000), and (ii) the closing of the public offering, in which the Company purchased 10,334,000 of Micronet's ordinary shares for total consideration of NIS 3,100,200 (or $887,000), the Company currently owns 53.39% of Micronet's outstanding ordinary shares. the company expects to continue to maintiena controlling interest in Micronet in the future. On July 1, 2020, the transactions contemplated by the Merger Agreement were consummated, and the Consideration Note was issued to GFH. On November 7, 2019, the Company, GFH Intermediate Holdings Ltd., a British Virgin Islands company, or Intermediate, and MICT Merger Subsidiary Inc., a British Virgin Islands company and a wholly owned subsidiary of the Company, or Merger Sub, entered into an Agreement and Plan of Merger (the " Original Agreement In June 2019, the Company entered into a Securities Purchase Agreement with BNN, pursuant to which BNN agreed to purchase from the Company $2,000,000 of convertible notes (the " BNN Notes Series B Preferred Stock On June 4, 2019, the Company commenced an offering of its Series A Preferred Stock (the " Series A Preferred Stock Preferred Offering Series A Preferred Warrants On July 29, 2019, the Company completed the first closing in the Preferred Offering, pursuant to which it sold 2,386,363 shares of Series A Preferred Stock and 3,579,544 accompanying Series A Preferred Warrants for aggregate gross proceeds of $5,250,000. The Company paid an aggregate of $420,000 in fees with respect to this closing of the Preferred Offering. Additionally, in January 2020, the Company completed a second closing of the sale of Series A Convertible Preferred Stock, pursuant to which it sold 795,455 additional shares of Series A Preferred Stock and 1,193,183 accompanying Preferred Warrants to purchase up to 1,084,712 shares of the Company's common stock, for aggregate gross proceeds of $1,750,000. The Company paid an aggregate of $140,000 in fees with respect to this closing of the Preferred Offering. On November 7, 2019, the Company entered into a Securities Purchase Agreement (the " Primary Purchase Agreement Primary Purchasers Primary Convertible Debentures Non-Primary Purchase Agreement Non-Primary Purchasers Purchasers Non-Primary Convertible Debentures Convertible Debentures Convertible Debenture Offering Optional Redemption On April 15, 2020, the Company, Intermediate, GFH and MICT Merger Subsidiary Inc., a British Virgin Islands company and a wholly owned subsidiary of MICT (" Merger Sub Consideration Note On April 21, 2020, the Company entered into a series of Note Purchase Agreements (the " April Purchase Agreements PIPE Purchasers April Convertible Notes April Conversion Shares |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed, unaudited, consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the SEC, regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America, or U.S. GAAP, for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for fair statement of results for the interim periods presented have been included. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year 2020 or for other interim periods or for future years. The consolidated balance sheet as of June 30, 2020 is derived from unaudited financial statements as of that date; and it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. Furthermore, from February 24, 2019 until June 23, 2020, the Company accounted for its ownership in Micronet in accordance with the equity method; and therefore, the results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year 2020 or for other interim periods or for future years. The Company's operations and business have experienced disruptions due to, among other things, the unprecedented conditions surrounding the spread of the COVID-19 virus throughout North America, Israel and the world. While the Company expects the COVID-19 pandemic to have an impact on its business operations and financial results, the extent of the impact on the Company's business, its corporate development objectives, its financial position and the value of and market for its common stock will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States, Israel, or elsewhere, as well as the effectiveness of actions taken globally to contain and treat the disease. Notably, COVID-19 and measures implemented to reduce the spread of the virus have limited access to the Company's offices and have disrupted its normal interactions with certain of its accounting personnel, legal advisors, auditors and others. Additionally, the COVID-19 outbreak has adversely affected the global economy and financial markets, which may result in a long-term economic downturn that could negatively affect future performance. The extent to which COVID-19 will impact our business and our consolidated financial results in the future will depend on future developments related to the spread of COVID-19 which are highly uncertain and cannot be predicted at the time of the filing of this Quarterly Report on Form 10-Q. The consequences of COVID-19, when combined with other events or conditions over which we have little or no control, may create a material uncertainty as to Micronet's ability to continue as a going concern. The Company will continue to monitor the situation closely, but given the uncertainty, management cannot estimate the impact of the COVID-19 pandemic on the Company's financial statements or operations. Principles of Consolidation The accompanying financial statements are prepared in accordance with U.S. GAAP. |
Loans from Others
Loans from Others | 6 Months Ended |
Jun. 30, 2020 | |
Loans from Others [Abstract] | |
LOANS FROM OTHERS | Note 3 — Loans from others On January 21, 2020, the Company entered into the Conversion Agreement with BNN pursuant to which BNN agreed to convert the outstanding BNN Note in the amount of $2,000,000 into 1,818,181 shares of the Company's newly-designated Series B Preferred Stock. On April 21, 2020, the Company entered into the April Purchase Agreements with the PIPE Purchasers, pursuant to which, among other things, the PIPE Purchasers agreed, subject to the satisfaction or waiver of the conditions set forth in the April Purchase Agreement, to purchase from the Company the April Convertible Notes, with an aggregate principal amount of approximately $11,000,000. As of June 30, 2020, approximately $2,650,000 of the April Convertible Notes have not yet been received, and there can be no assurance that we will ever receive the proceeds expected to be realized in connection therewith. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | Note 4 — Stockholders' Equity On June 4, 2019, the Company commenced an offering of its Series A Preferred Stock (the "Series A Preferred Stock"), by entering into a securities purchase agreement, pursuant to which the Company sold, in multiple closings, 3,181,818 shares of Series A Preferred Stock (the "Preferred Offering"). The Series A Preferred Stock, convertible into up to 6,363,636 shares of common stock of the Company, was issued together with certain preferred warrants (the "Series A Preferred Warrants") to purchase up to 4,772,727 shares of common stock, for aggregate gross proceeds of $7,000,000 to the Company. On July 29, 2019, the Company completed the first closing in the Preferred Offering, pursuant to which it sold 2,386,363 shares of Series A Preferred Stock and 3,579,544 accompanying Series A Preferred Warrants for aggregate gross proceeds of $5,250,000. The Company paid an aggregate of $420,000 in fees with respect to this closing of the Preferred Offering. Additionally, in January 2020, the Company completed a second closing of the sale of Series A Convertible Preferred Stock, pursuant to which it sold 795,455 additional shares of Series A Preferred Stock and 1,193,183 accompanying Preferred Warrants to purchase up to 1,084,712 shares of the Company's common stock, for aggregate gross proceeds of $1,750,000. The Company paid an aggregate of $140,000 in fees with respect to this closing of the Preferred Offering. The Series A Preferred Stock is convertible into common stock at the option of each holder of Series A Preferred Stock at any time and from time to time, and shall also convert automatically upon the occurrence of certain events. The Company shall also have the option to redeem some or all of the Series A Preferred Stock, at any time and from time to time, beginning on December 31, 2019 subject to the satisfaction of certain conditions. The holders of Series A Preferred Stock vote together with the holders of common stock as a single class on as-converted basis, and the holders of Series A Preferred Stock holding a majority-in-interest of the Series A Preferred Stock are entitled to appoint an independent director to the Company's board of directors. The Preferred Securities Purchase Agreement provides for customary registration rights. Such registration rights remain outstanding and to date no resale registration statement has been filed with respect to the shares of Common Stock underlying the Series A Preferred Stock. The Series A Preferred Warrants have an exercise price of $1.01 (subject to customary adjustment in the event of future stock dividends, splits and the like) and are 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 $20,000,000. |
Loss of Control of Subsidiary
Loss of Control of Subsidiary | 6 Months Ended |
Jun. 30, 2020 | |
Loss of Control of Subsidiary [Abstract] | |
LOSS OF CONTROL OF SUBSIDIARY | NOTE 5 — 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 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%. The initial decrease in the Company's voting interest in Micronet resulted in the loss of control of Micronet. As a result, commencing on February 24, 2019, the Company no longer accounted for its ownership in Micronet in its financial statements. Commencing on February 24, 2019, the Company began to account for its ownership in Micronet in accordance with the equity method. The method used for determining fair value of the investment in Micronet was based on a quoted market price on the TASE. |
Gain of Control of Subsidiary-
Gain of Control of Subsidiary- Micronet Acquisition | 6 Months Ended |
Jun. 30, 2020 | |
Gain Of Control Of Subsidiary- Micronet Acquisition | |
GAIN OF CONTROL OF SUBSIDIARY- MICRONET ACQUISITION | NOTE 6 — GAIN OF CONTROL OF SUBSIDIARY- Micronet Acquisition On June 23, 2020, the company completed the special tender offer (the " Tender Offer Also on June 23, 2020, MICT purchased an additional 10,334,000 shares of Micronet's Ordinary Shares in the aggregate amount of NIS 3,100,000 (or $887,000), which brought MICT's ownership interest up to 53.39%. Accordingly, MICT obtained voting control over Micronet and, as a result, MICT applied purchase accounting (see the table below) and began to consolidate Micronet beginning on such date. MICT recognized a $665,000 gain on previously held equity in Micronet. There are material uncertainties related to events or conditions such as: (i) the effects of COVID-19 on Micronet's overall business (ii) recent accumulated losses, (iii) historical working capital deficiencies, (iv) the significant decrease in demand for the company's products, which results in a delay in the receipt of new orders and, consequently, a lack of sufficient backlog, and (v) a significant slowdown in the business activities of the global economy. The above reasons, among others, create a material uncertainty and cast substantial doubt upon Micronet's ability to continue as a going concern. The company income and net loss as presented if the Company's acquisition date had occurred at the beginning of the annual reporting period Six months ended Three months ended 2020 2020 Revenues $ 1,089 $ 472 Net loss $ (3,952 ) (882 ) Management engaged a third-party valuation firm to assist them with the valuation of the intangible assets that are detailed in the schedule below. Purchased identifiable intangible assets are amortized on a straight-line basis over their respective useful lives. The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting gain on bargain purchase. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date: Micronet Ltd. Purchase Price Allocation (USD In Thousands) Total cash consideration (1) 887 Total Purchase Consideration $ 887 Less: Debt-free net working capital, (2) $ 788 Property and equipment (2) 661 Right of use assets (2) 310 Other assets (2) 26 Borrowings (2) (1,675 ) Severance payable (2) (95 ) Lease liabilities (2) (101 ) Intangible assets - trade name/ trademarks 270 Intangible assets - developed technology 1,580 Intangible assets - customer relationship 410 Intangible assets - ground 215 Deferred Tax liability (362 ) Fair value of net assets acquired $ 2,027 Noncontrolling interest (2,172 ) Gain on equity interest (665 ) Equity investment (921 ) Change in investment (3,758 ) Goodwill value $ 2,618 (1) Cash paid at the closing of the Micronet public offering. (2) Book value used as a proxy for fair value. |
Loan to Micronet Ltd.
Loan to Micronet Ltd. | 6 Months Ended |
Jun. 30, 2020 | |
Loan to Micronet Ltd. [Abstract] | |
Loan to Micronet Ltd. | NOTE 7 — Loan to Micronet Ltd. On September 19, 2019, MICT Telematics entered into a loan agreement with Micronet, pursuant to which MICT Telematics loaned Micronet $250,000 (the " First Loan 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 $125,000 (the " Second Loan On November 13, 2019, the Company and Micronet executed a convertible loan agreement pursuant to which the Company agreed to loan to Micronet $500,000 in the aggregate (the " Initial Convertible Loan Convertible Loan Warrant Amended Convertible Loan On January 1, 2020, the Convertible Loan agreement was approved at the general meeting of Micronet's shareholders. At such time, the First Loan and Second Loan were repaid to us and the remaining amount due to be loaned under the Convertible Loan, in the sum of $125,000, was loaned to Micronet. The Company recognized an impairment loss on financial assets derived from the measurement performed by comparing the quoted market price of Micronet's shares on the TASE at its carrying value. As of March 30, 2020, the Company recorded a financial expense on the Convertible Loan in the amount of $272,000, and the company canceled the recording of this impairment quarter |
Note Purchase Agreements
Note Purchase Agreements | 6 Months Ended |
Jun. 30, 2020 | |
Note Purchase Agreements [Abstract] | |
Note Purchase Agreements | NOTE 8 — Note Purchase Agreements On April 21, 2020, the Company entered into the April Purchase Agreements with the PIPE Purchasers, pursuant to which, among other things, the PIPE Purchasers agreed, subject to the satisfaction or waiver of the conditions set forth in the April Purchase Agreement, to purchase from the Company April Convertible Notes, with an aggregate principal amount of approximately $11,000,000. The April Convertible Notes shall be convertible into shares of common stock of the Company at a conversion price of $1.10 per share. Approximately $8,000,000 of the April Convertible Notes will be due two years from the date of issuance, while approximately $3,000,000 of the April Convertible Notes will be due five years from the date of issuance. The Company is obligated to pay interest to the PIPE Purchasers on the outstanding principal amount at the rate of 1.0% per annum, payable on each conversion date, in cash or, at the Company's option, in shares of its common stock. On April 2020, the Company Received an aggregate principal amount of approximately $5,400,000 and in May and June 2020, we received an aggregate principal amount of approximately $2,950,000, which will be due two years from the date of issuance. The Company paid an aggregate of $200,000 in fees with respect to this closing of the April Convertible Notes. As of June 30, 2020, approximately $2,650,000 of the Convertible Notes have not yet been received, and there can be no assurance that we will ever receive the proceeds expected to be realized in connection therewith. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS On July 1, 2020, the Company completed the Acquisition of GFH Intermediate Holdings Ltd., a British Virgin Islands company (" Intermediate GFH Merger Sub Restated Merger Agreement Consideration Note Intermediate is a financial technology company with a significant China marketplace. Intermediate is currently in the process of building various platforms for business opportunities in various verticals and technology segments, including the online trading of stock, oil and gas, and recyclable metal and insurance brokerage (collectively, the " Platforms Leveraging the Intermediate management team's extensive business experience in China and its deep connections with certain of China's leading government agencies and provincial and local government departments as well as the contracts secured in valuable market segments, MICT, through its acquisition of Intermediate, plans to launch the Platforms initially in China and, thereafter, to other areas of the world. MICT aims, and believes that Intermediate has been well positioned, to establish itself as an operator of leading fin-tech platforms, and it intends to continuously improve the capabilities of such platforms through further acquisitions or license of technologies. On July 8, 2020, the Company entered into a series of additional Purchase Agreements with certain Purchasers pursuant to which such Purchasers agreed to purchase from the Company Convertible Notes with an aggregate principal amount of approximately $4,000,000. As of the date hereof, the Company has entered into Purchase Agreements to sell Convertible Notes with an aggregate principal amount of approximately $15,000,000). On August 13, 2020, MICT Telematics extended to Micronet a loan in the aggregate amount of $175,000 (the " Loan Loan Sum , which may be exercised by Micronet during such twelve month period. The Loan Sum will fund the working capital and general corporate purposes required by Micronet Ltd. and may only be used for such purpose. The Loan did not bear any interest. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed, unaudited, consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the SEC, regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America, or U.S. GAAP, for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for fair statement of results for the interim periods presented have been included. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year 2020 or for other interim periods or for future years. The consolidated balance sheet as of June 30, 2020 is derived from unaudited financial statements as of that date; and it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. Furthermore, from February 24, 2019 until June 23, 2020, the Company accounted for its ownership in Micronet in accordance with the equity method; and therefore, the results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year 2020 or for other interim periods or for future years. The Company's operations and business have experienced disruptions due to, among other things, the unprecedented conditions surrounding the spread of the COVID-19 virus throughout North America, Israel and the world. While the Company expects the COVID-19 pandemic to have an impact on its business operations and financial results, the extent of the impact on the Company's business, its corporate development objectives, its financial position and the value of and market for its common stock will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States, Israel, or elsewhere, as well as the effectiveness of actions taken globally to contain and treat the disease. Notably, COVID-19 and measures implemented to reduce the spread of the virus have limited access to the Company's offices and have disrupted its normal interactions with certain of its accounting personnel, legal advisors, auditors and others. Additionally, the COVID-19 outbreak has adversely affected the global economy and financial markets, which may result in a long-term economic downturn that could negatively affect future performance. The extent to which COVID-19 will impact our business and our consolidated financial results in the future will depend on future developments related to the spread of COVID-19 which are highly uncertain and cannot be predicted at the time of the filing of this Quarterly Report on Form 10-Q. The consequences of COVID-19, when combined with other events or conditions over which we have little or no control, may create a material uncertainty as to Micronet's ability to continue as a going concern. The Company will continue to monitor the situation closely, but given the uncertainty, management cannot estimate the impact of the COVID-19 pandemic on the Company's financial statements or operations. |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements are prepared in accordance with U.S. GAAP. |
Gain of Control of Subsidiary_2
Gain of Control of Subsidiary- Micronet Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Gain Of Control Of Subsidiary- Micronet Acquisition | |
Schedule of discontinued operation | Six months ended Three months ended 2020 2020 Revenues $ 1,089 $ 472 Net loss $ (3,952 ) (882 ) |
Schedule of purchase price of acquisition | Total cash consideration (1) 887 Total Purchase Consideration $ 887 Less: Debt-free net working capital, (2) $ 788 Property and equipment (2) 661 Right of use assets (2) 310 Other assets (2) 26 Borrowings (2) (1,675 ) Severance payable (2) (95 ) Lease liabilities (2) (101 ) Intangible assets - trade name/ trademarks 270 Intangible assets - developed technology 1,580 Intangible assets - customer relationship 410 Intangible assets - ground 215 Deferred Tax liability (362 ) Fair value of net assets acquired $ 2,027 Noncontrolling interest (2,172 ) Gain on equity interest (665 ) Equity investment (921 ) Change in investment (3,758 ) Goodwill value $ 2,618 (1) Cash paid at the closing of the Micronet public offering. (2) Book value used as a proxy for fair value. |
Description of Business (Detail
Description of Business (Details) $ / shares in Units, $ in Thousands | Jun. 30, 2020USD ($)$ / shares | Jun. 23, 2020 | Apr. 21, 2020USD ($) | Jul. 29, 2019USD ($)shares | Jun. 04, 2019shares | Jun. 04, 2019USD ($)shares | May 31, 2020USD ($) | Jan. 31, 2020USD ($)shares | Nov. 07, 2019 | Jul. 29, 2019USD ($) | Jun. 30, 2019 | Feb. 28, 2019USD ($) | Jul. 31, 2017USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Jun. 10, 2020USD ($) | Apr. 15, 2020USD ($) | Apr. 15, 2020₪ / shares | Jan. 21, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Sep. 05, 2019 | Feb. 24, 2019 | Dec. 31, 2018 |
Description of Business (Textual) | |||||||||||||||||||||||||
Share purchase agreement, description | The Company announced that, as a result of (i) the completion of the tender offer, in which 5,999,996 of Micronet's ordinary shares were purchased for aggregate proceeds of NIS 1,800,000 (or $515,000), and (ii) the closing of the public offering, in which the Company purchased 10,334,000 of Micronet's ordinary shares for total consideration of NIS 3,100,200 (or $887,000), the Company currently owns 53.39% of Micronet's outstanding ordinary shares. | ||||||||||||||||||||||||
Losses | $ 227 | $ (1,102) | $ (1,408) | $ (2,012) | |||||||||||||||||||||
Net gain (loss) from deconsolidation of Micronet Ltd. | $ 299 | ||||||||||||||||||||||||
Total comprehensive loss | 391 | $ (1,102) | (1,314) | (2,711) | |||||||||||||||||||||
Net cash used in operating activities | (1,645) | $ (1,355) | |||||||||||||||||||||||
Pay off all to the bank loans | 15,900 | ||||||||||||||||||||||||
Total dollar amount | $ 30,000 | ||||||||||||||||||||||||
Proceeds from sale of securities | $ 1,000 | ||||||||||||||||||||||||
Voting interest | 50.07% | ||||||||||||||||||||||||
Percentage of shares issued and outstanding | 45.53% | 30.48% | 49.89% | ||||||||||||||||||||||
Outstanding bank loans | $ 1,186 | 1,186 | 1,186 | ||||||||||||||||||||||
Sale of stock issued | shares | 795,455 | ||||||||||||||||||||||||
Purchase amount of convertible notes from company | $ 11,000 | ||||||||||||||||||||||||
Preferred Stock stated value per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||
Sale of stock price per share | ₪ / shares | ₪ 1.10 | ||||||||||||||||||||||||
Gross proceeds | 2,950 | $ 5,400 | $ 2,950 | ||||||||||||||||||||||
Aggregate amount | $ 8,151 | $ 8,151 | $ 8,151 | $ 25,000 | |||||||||||||||||||||
Conversion of preferred stock | shares | 6,363,636 | 6,363,636 | |||||||||||||||||||||||
Aggregate gross proceeds | $ 7,000 | $ 5,250 | |||||||||||||||||||||||
Outstanding convertible note amount | $ 2,000,000 | ||||||||||||||||||||||||
Outstanding convertible share | shares | 1,818,181 | ||||||||||||||||||||||||
Micronet's Ordinary Shares | $ 900 | ||||||||||||||||||||||||
Primary purchase agreement, description | The Company entered into a series of Note Purchase Agreements (the "April Purchase Agreements"), with certain investors (the "PIPE Purchasers"), pursuant to which, among other things, the PIPE Purchasers agreed, subject to the satisfaction or waiver of the conditions set forth in the April Purchase Agreement, to purchase from the Company certain convertible notes (the "April Convertible Notes"), with an aggregate principal amount of approximately $11,000,000 (the "April Convertible Note Offering"). The April Convertible Notes shall be convertible into shares of common stock of the Company at a conversion price of $1.10 per share (the "April Conversion Shares"). Approximately $8,000,000 of the April Convertible Notes will be due two years from the date of issuance, while approximately $3,000,000 of the April Convertible Notes will be due five years from the date of issuance. The Company is obligated to pay interest to the PIPE Purchasers on the outstanding principal amount at the rate of 1.0% per annum, payable on each conversion date, in cash or, at the Company's option, in shares of its common stock. On April 2020, the Company received an aggregate principal amount of approximately $5,400,000 and in May and June 2020, and we received an aggregate principal amount of approximately $2,950,000 in connection therewith, which will be due two years from the date of issuance. The Company paid an aggregate of $200,000 in fees with respect to this closing of the April Convertible Notes. As of June 30, 2020, approximately $2,650,000 of the Convertible Notes have not yet been received and there can be no assurance that we will ever receive the proceeds expected to be realized in connection therewith. | The Company entered into a Securities Purchase Agreement (the "Primary Purchase Agreement"), with certain investors (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 during 2020 (the "Primary Convertible Debentures") with an aggregate principal amount of approximately $15,900,000 (the "Primary Convertible Debenture Offering"). The proceeds of $15,900,000 from the sale of the Primary Convertible Debentures were funded on January 21, 2020. Concurrently with entry into the Primary Purchase Agreement, the Company 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 (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 during 2020 (the "Non-Primary Convertible Debentures", and, together with the Primary Convertible Debentures, the "Convertible Debentures", with an aggregate principal amount of $9,000,000, together with the Primary Convertible Debenture Offering, the "Convertible Debenture Offering"). The Convertible Debentures were convertible into our shares of our common stock at a conversion price of $1.41 per share. The Primary Purchasers exercised their right to an optional redemption pursuant to Section 6(b) of each Primary Convertible Debenture and declared the occurrence and continuance of an event of default, each of which accelerated the Company's obligation to repay all outstanding balances under the Primary Convertible Debentures (the "Optional Redemption"). On March 16, 2020, the Outstanding Principle was transferred from the Company to the Purchasers. As a result, the Primary Purchase Agreement was terminated. | |||||||||||||||||||||||
Note purchase agreement, description | The Company completed the first closing in the Preferred Offering, pursuant to which it sold 2,386,363 shares of Series A Preferred Stock and 3,579,544 accompanying Series A Preferred Warrants for aggregate gross proceeds of $5,250,000. The Company paid an aggregate of $420,000 in fees with respect to this closing of the Preferred Offering. Additionally, in January 2020, the Company completed a second closing of the sale of Series A Convertible Preferred Stock, pursuant to which it sold 795,455 additional shares of Series A Preferred Stock and 1,193,183 accompanying Preferred Warrants to purchase up to 1,084,712 shares of the Company's common stock, for aggregate gross proceeds of $1,750,000. The Company paid an aggregate of $140,000 in fees with respect to this closing of the Preferred Offering. | The Company entered into a Securities Purchase Agreement with BNN, pursuant to which BNN agreed to purchase from the Company $2,000,000 of convertible notes (the "BNN Notes"), which were issued on July 31, 2019. The BNN Notes, which were initially convertible into up to 2,727,272 shares of common stock, were sold together with certain common stock purchase warrants to purchase up to 2,727,272 shares of common stock. | |||||||||||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||||||
Preferred Stock stated value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 1.10 | $ 0.001 | ||||||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||||||
Share purchase agreement, description | The Company commenced an offering of its Series A Preferred Stock (the "Series A Preferred Stock"), by entering into a securities purchase agreement, pursuant to which the Company sold, in multiple closings, 3,181,818 shares of Series A Preferred Stock (the "Preferred Offering"). The Series A Preferred Stock, convertible into up to 6,363,636 shares of common stock of the Company, was issued together with certain preferred warrants (the "Series A Preferred Warrants") to purchase up to 4,772,727 shares of common stock, for aggregate gross proceeds of $7,000,000 to the Company. | ||||||||||||||||||||||||
Sale of stock issued | shares | 2,386,363 | 3,181,818 | 1,193,183 | ||||||||||||||||||||||
Warrants to purchase of common stock | shares | 3,579,544 | ||||||||||||||||||||||||
Preferred Stock stated value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Aggregate gross proceeds | $ 1,750 | $ 1,750 | |||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||||||
Ownership interest in Micronet, diluted | 33.88% | 49.89% | |||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Description of Business (Textual) | |||||||||||||||||||||||||
Ownership interest in Micronet, diluted | 30.48% | 33.88% |
Loans from Others (Details)
Loans from Others (Details) - USD ($) $ in Thousands | Apr. 21, 2020 | Jun. 30, 2020 | Jan. 21, 2020 |
Loans from Others (Textual) | |||
Outstanding BNN amount | $ 2,000,000 | ||
Outstanding convertible share | 1,818,181 | ||
Convertible note not received | $ 2,650 | ||
Purchase amount of convertible notes | $ 11,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | Jul. 29, 2019USD ($)shares | Jun. 04, 2019USD ($)$ / sharesshares | Jan. 31, 2020USD ($)shares | Jul. 29, 2019USD ($)shares | Apr. 15, 2020₪ / shares |
Stockholders' Equity (Textual) | |||||
Sale of stock | 795,455 | ||||
Stated value of per share | ₪ / shares | ₪ 1.10 | ||||
Conversion of preferred stock | 6,363,636 | ||||
Conversion of preferred warrants | 4,772,727 | ||||
Aggregate gross proceeds | $ | $ 7,000 | $ 5,250 | |||
Preferred warrants exercise price | $ / shares | $ 1.01 | ||||
Preferred warrants exercisable, description | (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 $20,000,000. | ||||
Preferred Stock [Member] | |||||
Stockholders' Equity (Textual) | |||||
Total expenses | $ | $ 420 | ||||
Sale of stock | 2,386,363 | ||||
Warrant [Member] | |||||
Stockholders' Equity (Textual) | |||||
Sale of stock | 3,579,544 | ||||
Warrants topurchase of common stock | 1,084,712 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Stockholders' Equity (Textual) | |||||
Sale of stock | 2,386,363 | 3,181,818 | 1,193,183 | ||
Aggregate gross proceeds | $ | $ 1,750 | $ 1,750 | |||
Aggregate fees | $ | $ 140 | ||||
Warrants topurchase of common stock | 3,579,544 |
Loss of Control of Subsidiary (
Loss of Control of Subsidiary (Details) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2018 | Jun. 10, 2020 | Sep. 05, 2019 | Feb. 24, 2019 | |
Loss of Control of Subsidiary (Textual) | |||||
Percentage of shares issued and outstanding | 49.89% | 45.53% | 30.48% | ||
Micronet [Member] | |||||
Loss of Control of Subsidiary (Textual) | |||||
Ownership interest | 53.39% | 50.07% | |||
Ownership interest in Micronet, diluted | 49.89% | ||||
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% |
Gain of Control of Subsidiary_3
Gain of Control of Subsidiary- Micronet Acquisition (Details) - Micronet [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Revenues | $ 472 | $ 1,089 |
Net loss | $ (882) | $ (3,952) |
Gain of Control of Subsidiary_4
Gain of Control of Subsidiary- Micronet Acquisition (Details 1) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Feb. 24, 2019 | |
Less: | ||||
Property and equipment | $ 689 | $ 29 | ||
Right of use assets | 310 | $ 310 | ||
Other assets | 26 | |||
Lease liabilities | (1,865) | (290) | ||
Noncontrolling interest | 2,172 | (2,172) | ||
Goodwill value | 2,618 | $ 2,618 | ||
Micronet [Member] | ||||
Total cash consideration | [1] | 887 | ||
Total Purchase Consideration | 887 | |||
Less: | ||||
Debt-free net working capital | [2] | 788 | ||
Property and equipment | [2] | 661 | ||
Right of use assets | [2] | 310 | ||
Other assets | [2] | 26 | ||
Borrowings | [2] | (1,675) | ||
Severance payable | [2] | (95) | ||
Lease liabilities | [2] | (101) | ||
Intangible assets - trade name/ trademarks | 270 | |||
Intangible assets - developed technology | 1,580 | |||
Intangible assets - customer relationship | 410 | |||
Intangible assets - ground | 215 | |||
Deferred Tax liability | (362) | |||
Fair value of net assets acquired | 2,027 | |||
Noncontrolling interest | (2,172) | |||
Gain on equity interest | (665) | |||
Equity investment | (921) | |||
Change in investment | (3,758) | |||
Goodwill value | $ 2,618 | |||
[1] | Cash paid at the closing of the Micronet public offering. | |||
[2] | Book value used as a proxy for fair value. |
Gain of Control of Subsidiary_5
Gain of Control of Subsidiary- Micronet Acquisition (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 23, 2020 | Feb. 28, 2019 | Jun. 30, 2020 | Dec. 31, 2018 | |
Gain of Control of Subsidiary- Micronet Acquisition (Textual) | ||||
Aggregate value | $ 887 | |||
Net gain (loss) from deconsolidation of Micronet Ltd. | $ 299 | |||
ILS [Member] | ||||
Gain of Control of Subsidiary- Micronet Acquisition (Textual) | ||||
Aggregate value | $ 3,100 | |||
Common Stock | ||||
Gain of Control of Subsidiary- Micronet Acquisition (Textual) | ||||
Purchased shares | 5,999,996 | |||
Aggregate value | $ 515 | |||
Ownership interest | 45.53% | |||
Purchased an additional shares | 10,334,000 | |||
Common Stock | ILS [Member] | ||||
Gain of Control of Subsidiary- Micronet Acquisition (Textual) | ||||
Aggregate value | $ 1,800 | |||
Micronet [Member] | ||||
Gain of Control of Subsidiary- Micronet Acquisition (Textual) | ||||
Ownership interest | 53.39% | 50.07% | ||
Net gain (loss) from deconsolidation of Micronet Ltd. | $ 665,000 |
Loan to Micronet Ltd. (Details)
Loan to Micronet Ltd. (Details) $ in Thousands | May 14, 2020₪ / shares | Nov. 13, 2019USD ($)₪ / shares | Sep. 19, 2019USD ($) | May 27, 2020₪ / shares | Jun. 30, 2020USD ($) | Apr. 21, 2020USD ($) | Jan. 02, 2020USD ($) | Nov. 18, 2019USD ($) |
Loan to Micronet Ltd. (Textual) | ||||||||
Agreed to loan | $ | $ 11,000 | |||||||
Conversion price per share | ₪ / shares | ₪ 0.14 | |||||||
Exercise price per share | ₪ / shares | ₪ 0.16 | |||||||
Micronet [Member] | ||||||||
Loan to Micronet Ltd. (Textual) | ||||||||
Agreed to loan | $ | $ 500 | $ 125 | ||||||
Convertible Loan, description | The First Loan, including the repayment terms. Accordingly, prior to the approval of the Convertible Loan by Micronet's shareholders on January 1, 2020, the Company had transferred to Micronet, pursuant to the First Loan and Second Loan, a total sum of $375,000. | |||||||
Bears interest rate | 3.95% | |||||||
Conversion price per share | ₪ / shares | $ 0.38 | |||||||
Exercise price per share | ₪ / shares | $ 0.60 | |||||||
Convertible Loan | $ | $ 272 | $ 125 | ||||||
Subsidiary [Member] | ||||||||
Loan to Micronet Ltd. (Textual) | ||||||||
Agreed to loan | $ | $ 250 | |||||||
Loan to subsidiary, description | The proceeds from the First Loan were designated, per the terms of the First Loan, for Micronet's 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 $250,000 from non-related parties. |
Note Purchase Agreements (Detai
Note Purchase Agreements (Details) $ / shares in Units, $ in Thousands | Jun. 30, 2020USD ($) | Apr. 21, 2020USD ($)$ / shares | May 31, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 13, 2019$ / shares | Feb. 21, 2019$ / shares |
Note Purchase Agreements (Textual) | ||||||
Aggregate principal amount | $ 11,000 | |||||
Conversion price per share | $ / shares | $ 1.10 | $ 1.10 | $ 1 | |||
Convertible notes description | The April Convertible Notes shall be convertible into shares of common stock of the Company at a conversion price of $1.10 per share. Approximately $8,000,000 of the April Convertible Notes will be due two years from the date of issuance, while approximately $3,000,000 of the April Convertible Notes will be due five years from the date of issuance. | |||||
Percentage of outstanding principal amount | 0.010 | |||||
Gross proceeds | $ 2,950 | $ 5,400 | $ 2,950 | |||
Payment to cash | $ 200 | |||||
Convertible note not received | $ 2,650 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Jul. 08, 2020USD ($) | May 14, 2020₪ / shares | Apr. 21, 2020USD ($)$ / shares | Nov. 13, 2019USD ($)₪ / shares | May 27, 2020₪ / shares | Jun. 30, 2020USD ($) | Aug. 13, 2020USD ($) | Jul. 01, 2020USD ($)$ / shares | Nov. 18, 2019USD ($) | Mar. 13, 2019$ / shares | Feb. 21, 2019$ / shares |
Subsequent Events (Textual) | |||||||||||
Aggregate principal amount | $ 11,000 | ||||||||||
Conversion price per share | $ / shares | $ 1.10 | $ 1.10 | $ 1 | ||||||||
Payment to cash | $ 200 | ||||||||||
Exercise price per share | ₪ / shares | ₪ 0.16 | ||||||||||
Conversion price per share | ₪ / shares | ₪ 0.14 | ||||||||||
Sale of convertible notes | $ 2,650 | ||||||||||
Micronet [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Aggregate principal amount | $ 500 | $ 125 | |||||||||
Exercise price per share | ₪ / shares | $ 0.60 | ||||||||||
Conversion price per share | ₪ / shares | $ 0.38 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Aggregate principal amount | $ 25,000 | ||||||||||
Conversion price per share | $ / shares | $ 1.10 | ||||||||||
Additional purchase amount | $ 4,000 | ||||||||||
Sale of convertible notes | $ 15,000 | ||||||||||
Subsequent Event [Member] | Micronet [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Aggregate principal amount | $ 175 |