SEC Info - MICT, Inc. - ‘10-K’ for 12/31/19

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MICT, Inc. – ‘10-K’ for 12/31/19 – ‘R17’

On: Wednesday, 2/19/20, at 4:20pm ET · For: 12/31/19 · Accession #: 1213900-20-4258 · File #: 1-35850

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/19/20  MICT, Inc.                        10-K       12/31/19   93:5.2M                                   Edgar Agents LLC/FA

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    682K 
 2: EX-4.13     Description of Securities                           HTML     33K 
 3: EX-10.21    Letter Agreement by and Between Mict, Inc. and      HTML     25K 
                Micronet Ltd. Relating to Financial Backing, Dated               
                November 19, 2018                                                
 4: EX-21.1     List of Subsidiaries                                HTML     21K 
 5: EX-23.1     Consent of Ziv Haft, Bdo Member Firm                HTML     23K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     28K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     27K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
44: R1          Document and Entity Information                     HTML     63K 
90: R2          Consolidated Balance Sheets                         HTML    128K 
65: R3          Consolidated Balance Sheets (Parenthetical)         HTML     43K 
30: R4          Consolidated Statements of Operations               HTML     97K 
45: R5          Consolidated Statements of Comprehensive Loss       HTML     50K 
91: R6          Statements of Changes in Equity                     HTML     64K 
66: R7          Consolidated Statements of Cash Flows               HTML    130K 
33: R8          Consolidated Statements of Cash Flows               HTML     43K 
                (Parenthetical)                                                  
42: R9          Description of Business                             HTML     72K 
85: R10         Summary of Significant Accounting Policies          HTML     52K 
60: R11         Fair Value Measurements                             HTML     37K 
25: R12         Inventories                                         HTML     28K 
36: R13         Property and Equipment, Net                         HTML     32K 
84: R14         Intangible Assets and Others, Net                   HTML     34K 
59: R15         Short-Term Bank Loans                               HTML     32K 
24: R16         Loans from Others                                   HTML     35K 
35: R17         Loss of Control of Subsidiary                       HTML     34K 
86: R18         Loan to Micronet Ltd.                               HTML     30K 
58: R19         Accrued Severance Pay, Net                          HTML     31K 
23: R20         Provision for Income Taxes                          HTML     48K 
54: R21         Related Parties                                     HTML     38K 
81: R22         Stockholders' Equity                                HTML     60K 
73: R23         Segment Reporting                                   HTML     33K 
22: R24         Supplementary Financial Statements Information      HTML     40K 
53: R25         Discontinued Operation                              HTML     43K 
80: R26         Legal Proceedings                                   HTML     26K 
72: R27         Subsequent Events                                   HTML     34K 
21: R28         Summary of Significant Accounting Policies          HTML    112K 
                (Policies)                                                       
55: R29         Summary of Significant Accounting Policies          HTML     27K 
                (Tables)                                                         
38: R30         Fair Value Measurements (Tables)                    HTML     36K 
26: R31         Inventories (Tables)                                HTML     30K 
56: R32         Property and Equipment, Net (Tables)                HTML     31K 
82: R33         Intangible Assets and Others, Net (Tables)          HTML     34K 
39: R34         Short-Term Bank Loans (Tables)                      HTML     30K 
27: R35         Loss of Control of Subsidiary (Tables)              HTML     29K 
57: R36         Accrued Severance Pay, Net (Tables)                 HTML     28K 
83: R37         Provision for Income Taxes (Tables)                 HTML     45K 
37: R38         Related Parties (Tables)                            HTML     29K 
28: R39         Shareholder's Equity (Tables)                       HTML     44K 
49: R40         Segment Reporting (Tables)                          HTML     29K 
16: R41         Supplementary Financial Statements Information      HTML     41K 
                (Tables)                                                         
70: R42         Discontinued Operation (Tables)                     HTML     42K 
77: R43         Description of Business (Details)                   HTML    228K 
50: R44         Summary of Significant Accounting Policies          HTML     34K 
                (Details)                                                        
17: R45         Summary of Significant Accounting Policies (Detail  HTML     33K 
                Textual)                                                         
71: R46         Fair Value Measurements (Details)                   HTML     45K 
78: R47         Inventories (Details)                               HTML     31K 
48: R48         Property and Equipment, Net (Details)               HTML     46K 
18: R49         Property and Equipment, Net (Details Textual)       HTML     26K 
32: R50         Intangible Assets and Others, Net (Details)         HTML     53K 
41: R51         Short-Term Bank Loans (Details)                     HTML     36K 
93: R52         Short-Term Bank Loans (Details Textual)             HTML     45K 
64: R53         Loans from Others (Details)                         HTML     93K 
31: R54         Loss of Control of Subsidiary (Details)             HTML     42K 
40: R55         Loss of Control of Subsidiary (Details Textual)     HTML     41K 
92: R56         Loan to Micronet Ltd. (Details)                     HTML     48K 
63: R57         Accrued Severance Pay, Net (Details)                HTML     31K 
29: R58         Provision for Income Taxes (Details)                HTML     44K 
43: R59         Provision for Income Taxes (Details 1)              HTML     48K 
75: R60         Provision for Income Taxes (Details 2)              HTML     44K 
69: R61         Provision for Income Taxes (Details Textual)        HTML     46K 
20: R62         Related Parties (Details)                           HTML     36K 
52: R63         Related Parties (Details Textual)                   HTML     62K 
74: R64         Shareholder's Equity (Details)                      HTML     52K 
68: R65         Shareholder's Equity (Details 1)                    HTML     52K 
19: R66         Stockholder's Equity (Details Textual)              HTML    146K 
51: R67         Segment Reporting (Details)                         HTML     33K 
76: R68         Segment Reporting (Details Textual)                 HTML     29K 
67: R69         Supplementary Financial Statements Information      HTML     34K 
                (Details)                                                        
61: R70         Supplementary Financial Statements Information      HTML     36K 
                (Details 1)                                                      
88: R71         Supplementary Financial Statements Information      HTML     53K 
                (Details 2)                                                      
47: R72         Discontinued Operation (Details)                    HTML     57K 
34: R73         Discontinued Operation (Details1)                   HTML     39K 
62: R74         Discontinued Operation (Details Textual)            HTML     39K 
89: R75         Subsequent Events (Details)                         HTML     55K 
79: XML         IDEA XML File -- Filing Summary                      XML    164K 
87: EXCEL       IDEA Workbook of Financial Reports                  XLSX     98K 
10: EX-101.INS  XBRL Instance -- mict-20191231                       XML   1.18M 
12: EX-101.CAL  XBRL Calculations -- mict-20191231_cal               XML    183K 
13: EX-101.DEF  XBRL Definitions -- mict-20191231_def                XML    686K 
14: EX-101.LAB  XBRL Labels -- mict-20191231_lab                     XML   1.18M 
15: EX-101.PRE  XBRL Presentations -- mict-20191231_pre              XML    971K 
11: EX-101.SCH  XBRL Schema -- mict-20191231                         XSD    209K 
46: ZIP         XBRL Zipped Folder -- 0001213900-20-004258-xbrl      Zip    152K

‘R17’ — Loss of Control of Subsidiary

This is an IDEA Financial Report. [ Alternative Formats ]

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 December 31,
	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

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/19/20	425, 8-K
For Period end:	12/31/19
	9/5/19
	2/24/19
	12/31/18	10-K
		List all Filings

8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/04/21  Tingo Group, Inc.                 424B5                  1:1M                                     EdgarAgents LLC/FA
 2/16/21  Tingo Group, Inc.                 424B5                  1:906K                                   EdgarAgents LLC/FA
 1/29/21  Tingo Group, Inc.                 S-3/A                  4:293K                                   EdgarAgents LLC/FA
12/18/20  Tingo Group, Inc.                 S-3                    5:280K                                   EdgarAgents LLC/FA
11/04/20  Tingo Group, Inc.                 424B5                  1:1.8M                                   EdgarAgents LLC/FA
 9/09/20  Tingo Group, Inc.                 S-3/A                  2:334K                                   EdgarAgents LLC/FA
 9/04/20  Tingo Group, Inc.                 S-3                    6:894K                                   EdgarAgents LLC/FA
 8/12/20  Tingo Group, Inc.                 S-3                    4:241K                                   EdgarAgents LLC/FA

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Filing Submission 0001213900-20-004258 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)