MONTVALE, N.J., Feb. 18, 2020 /PRNewswire/ -- MICT, Inc. (Nasdaq:
MICT), today announced financial results for the twelve months
ended December 31, 2019.
On November 8, 2019, MICT (i)
signed a merger agreement pursuant to which, in connection with the
transactions contemplated thereby, MICT shall diversify into the
global fintech industry, and (ii) entered into definitive
agreements to raise $25 million in
convertible debentures.
On January 21, 2020 MICT filed a
preliminary proxy statement for the approval of the aforementioned
merger and issuance of securities in connection with the financing,
among other matters.
The filing of the preliminary proxy statement marks a
significant step towards the potential approval and closing of
aforementioned transactions, which potentially position MICT in the
global fintech industry with a world class proprietary technology
platform and a strong balance sheet.
"Having filed a proxy statement in January 2020 with the Securities and Exchange
Commission, we look forward to bringing our contemplated merger
with Global Fintech Holdings and a contemplated $25 million private placement of convertible
debentures (convertible into shares of our common stock at
$1.41 per share), among other
matters, to a vote of MICT's shareholders. We believe that the
merger and related transactions, which are intended to position
MICT in the global fintech industry, will increase shareholder
value for MICT," stated David Lucatz, Chief Executive Officer of
MICT. "We thank our shareholders for their support and patience as
we've made significant progress in 2019 towards our near-term goal
of completing the merger and related transactions."
MICT's financial results for the twelve months ended
December 31, 2019 reflect Micronet,
Ltd. revenues for the months of January
2019 and February 2019 only.
On February 24, 2019, Micronet closed
a public equity offering on the Tel Aviv Stock Exchange which
resulted in a dilution of MICT's ownership interest in Micronet to
37.79%. Thus, based on U.S. GAAP, MICT no longer includes
Micronet's financial results in its consolidated financial
statements effective as of March 1,
2019.
Year End 2019 Review
- Total revenue in 2019 was $477,000, as compared 2018 revenues of
$14.2 million.
- Gross loss for MICT was $369,000 in 2019, as compared to
gross profit of $3.5 million in
2018.
- Research and development expense for MICT in 2019 was
$255,000, as compared to $1.9 million in 2018.
- Selling, general and administrative expense for MICT was
$3.2 million in 2019, as compared to
$7.9 million in 2018.
- Net loss attributable to MICT was $4.2 million in 2019, as
compared to a net loss of $2.6 million in 2018. On a per
share basis, MICT reported a net loss of $0.39 per basic
and diluted share from continued operation for 2019, as compared to
a net loss of $0.81 per basic and diluted share from
continued operation for 2018.
- As of December 31, 2019, MICT had
$3.2 million in cash and equivalents,
and no debt.
Conference Call
The Company invites all those interested in participating in the
call today, February 18, 2020 at
9:00 a.m. EST, to dial 1-888-298
5973. Callers from outside of the U.S. may access the call by
dialing: From Europe (including London) dial in +448 0818 90708 From Israel
+972 79-939 8931.
user pin: 4444
Please dial in a few minutes before 9:00
a.m. EST. Participants may also access a live webcast of the
conference call through the Investor Relations section of MICT's
website at: http://mixlr.com/servicesmict/
A telephone replay of the call will be available for two weeks
at: 1-888-298 5973. Callers from outside of the U.S- may access the
call by dialing: From Europe (including London) dial in +448 0818 90708 From Israel
+972 79-939 8931.
user pin: 3333
A slide presentation accompanying management's remarks can be
accessed at www.mict-inc.com.
Important Additional Information Filed with the SEC
THIS PRESS RELEASE CONTAINS ONLY A BRIEF DESCRIPTION OF THE
PROPOSED ACQUISITION OF GFH AND THE $25 MILLION
DOLLAR CONVERTIBLE DEBENTURES. IT IS NOT A REQUEST FOR OR
SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE ANY SHARES OF THE
COMMON STOCK OF MICT. IN CONNECTION WITH THE PROPOSED ACQUISITION
OF GFH AND THE $25 MILLION DOLLAR CONVERTIBLE DEBENTURES,
MICT FILED A PRELIMINARY PROXY OF SCHEDULE 14A WITH THE SECURITIES
AND EXCHANGE COMMISSION (SEC) ON JANUARY 21, 2020 AND
INTENDS TO FILE A DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A AND
OTHER RELEVANT MATERIALS WITH THE SEC. STOCKHOLDERS OF MICT ARE
URGED TO READ MICT'S DEFINITIVE PROXY STATEMENT AND ALL OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,
AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED ACQUISITION AND $25 MILLION
DOLLAR CONVERTIBLE DEBENTURES. A DEFINITIVE PROXY STATEMENT
WILL BE SENT TO MICT'S STOCKHOLDERS SEEKING THEIR APPROVAL OF THE
PROPOSED TRANSACTION. MICT'S STOCKHOLDERS WILL BE ABLE TO OBTAIN
THESE DOCUMENTS (WHEN AVAILABLE) FREE OF CHARGE AT THE SEC'S WEB
SITE, HTTP://WWW.SEC.GOV. IN ADDITION, THEY MAY OBTAIN FREE
COPIES OF THESE BY CONTACTING MICT'S SECRETARY, 28 WEST GRAND
AVENUE, SUITE 3, MONTVALE, NJ 07645. MICT, ITS DIRECTORS
AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE
FORTHCOMING SOLICITATION OF PROXIES FROM THE HOLDERS OF MICT COMMON
STOCK IN CONNECTION WITH THE
PROPOSED ACQUISITION AND $25 MILLION
DOLLAR CONVERTIBLE DEBENTURES. A LIST OF THE NAMES AND OTHER
INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF MICT
IS AVAILABLE IN MICT'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2018, FILED WITH THE SEC ON APRIL
1, 2019. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF SUCH
POTENTIAL PARTICIPANTS WILL BE INCLUDED IN
THE DEFINITIVE PROXY STATEMENT AND THE OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE.
Participants in Solicitation
MICT and its directors and executive officers, may be deemed to
be participants in the solicitation of proxies for the special
meeting of MICT's stockholders to be held to approve the proposed
merger. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of MICT's
stockholders in connection with the proposed business combination
are set forth in the Company's preliminary proxy statement. You can
find information about MICT's executive officers and directors in
its Annual Report on Form 10-K for the year ended December 31, 2019. After such filing, you can
obtain free copies of these documents from MICT using the contact
information above.
About MICT, Inc.
MICT, Inc. (MICT) operates through Micronet, Ltd. ("Micronet"),
a former subsidiary, 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 (MRM) market, mainly in
the United States. Micronet
designs, develops, manufactures and sells rugged mobile computing
devices that provide fleet operators and field workforces with
computing solutions in challenging work environments.
Forward-looking Statement
Certain statements made in this release are "forward looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose" and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. For example, when MICT
discusses the potential approval of the merger agreement and
financing, that the transactions potentially position MICT in the
global fintech industry with a world-class proprietary technology
platform and a strong balance sheet and the belief that the closing
of the transactions will increase shareholder value for MICT
shareholders, it is using forward-looking statements. These
forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside MICT's or GFH's control, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include: the inability to obtain stockholder approval of the
merger, the inability to complete the transactions contemplated by
the merger agreement because of failure of closing conditions or
other reasons; the inability to convert the $25 million
dollar debentures contemporaneously with the merger, the
inability to recognize the anticipated benefits of the proposed
business combination and a lack of confirmed market acceptance of
GFH, ParagonEx and Beijing Brookfield Interactive; the ability
to meet Nasdaq's listing standards following the consummation of
the transactions contemplated by the proposed business combination;
costs related to the proposed business combination; GFH's ability
to manage growth; GFH's ability to execute its plans to develop and
market new products and the timing and costs of these development
programs; GFH's estimates of the size of the markets for its
products; the rate and degree of market acceptance of GFH's
products; GFH's ability to identify and integrate acquisitions; the
performance of GFH's products; rising costs adversely affecting
Purple's profitability; potential litigation involving MICT or GFH;
and general economic and market conditions impacting demand for
GFH's products. See the risk factors disclosed in the preliminary
proxy statement for the acquisition for additional risks associated
with the merger, as well as those included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2019. Neither MICT nor GFH
undertakes any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
|
|
MICT,
INC.
|
CONSOLIDATED
BALANCE SHEETS
|
(In Thousands,
except Share and Par Value data)
|
|
|
December 31, 2019
|
|
December 31, 2018
|
ASSETS
|
|
|
|
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 accounts
receivable
|
|
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, net
|
|
994
|
|
|
-
|
Total long-term
assets
|
|
1,500
|
|
|
2,275
|
|
|
|
|
|
|
Total
assets
|
$
|
5,917
|
|
$
|
10,143
|
|
|
|
|
MICT,
INC.
|
CONSOLIDATED
BALANCE SHEETS
|
(In Thousands,
except Share and Par Value data)
|
|
|
December 31, 2019
|
|
December 31, 2018
|
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 accounts
payable
|
|
290
|
|
|
1,211
|
Total current
liabilities
|
|
290
|
|
|
8,552
|
|
|
|
|
|
|
Long term loans from
others
|
|
1,856
|
|
|
-
|
Long term
escrow
|
|
477
|
|
|
477
|
Accrued severance
pay, net
|
|
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
|
|
|
|
|
MICT,
INC.
|
CONSOLIDATED
STATEMENTS OF INCOME
|
(In Thousands,
Except Share and Loss Per Share data)
|
|
|
Year ended December 31,
|
|
2019
|
|
2018
|
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
|
|
|
-
|
Net profit from loss
of control
|
|
(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
|
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SOURCE MICT, Inc.