MONTVALE, N.J., April 1, 2019 /PRNewswire/ -- MICT, Inc. (Nasdaq:
MICT), announced today financial results for the year ended
December 31, 2018.
"The transactions contemplated by the acquisition agreement
entered into among MICT, BNN Technology PLC, or BNN, ParagonEx,
Ltd., and other third parties is currently proceeding, and the
acquisition agreement contemplates the proposed business
combination shall close on or before May 15,
2019. BNN has extended the expiration date of its tender
offer to purchase up to 1,953,423 shares of MICT's common stock
from our current shareholders at $1.65 per share until April 8, 2019. We believe that the transactions
contemplated by the acquisition agreement, including the business
combination, if completed, will create substantial value for MICT
shareholders, while also benefitting our merger partners.
Meanwhile, MICT continues to maintain a 39.53% stake in Micronet
Ltd.," stated David Lucatz, Chief Executive Officer of MICT.
Year End 2018 Review
- Total revenue decreased by 23% to $14.2
million in 2018, from $18.4
million in 2017.
- Backlog was $1.6 million on
December 31, 2018, driven by
contracts for new Micronet Mobile Resource Management (MRM)
products including the TREQ®-317 and TREQr5.
- Gross profit margin increased to 25% in 2018 from 23% in
2017.
- Research and development expense in 2018 was $1.9 million, or 13% of sales, as compared to
$2.0 million, or 11% of sales, in
2017.
- Selling, general and administrative (SG&A) expense was
$7.9 million, or 56% of sales in
2018, a 32% increase over $6.0
million in SG&A expense in 2017, which was 33% of
sales.
- Net loss attributed to MICT narrowed by 68% in 2018 to
$2.6 million, as compared to
$8.2 million in 2017. On a per share
basis, MICT reported a loss of $0.81
per basic and diluted share from continued operation in 2018, as
compared to a loss of $0.45 per basic
and diluted share from continued operation in 2017.
Conference Call
MICT will host a conference call today at 9:00 a.m. EDT to discuss the Company's financial
results for the fourth quarter and year ended December 31, 2018. U.S. callers may dial:
1-888-407-2553. Callers from outside of the U.S may access the call
by dialing 972-3-918-0644. Please dial a few minutes before
9:00 am EDT.
A slide presentation accompanying management's remarks can be
accessed at www.mict-inc.com.
Participants may also access a live webcast of the conference
call at:
www.veidan-stream.com/micronetq4-2018.html
A telephone replay of the call will be available for two weeks
at: 1-888-782-4291, outside of the U.S: 972-3-925-5930.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended. Subject to certain
exceptions to be approved by the relevant regulators or certain
facts to be ascertained, the public offer will not be made directly
or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including without
limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction.
Important Additional Information Will be Filed with the
SEC
On February 5, 2019, Global
Fintech Holdings Ltd. ("GFH") filed a registration statement on
Form F-4 containing a proxy statement for MICT's stockholders, a
prospectus, and other important information in connection with the
proposed business combination. MICT URGES INVESTORS AND
STOCKHOLDERS TO READ THESE MATERIALS CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MICT, GFH, BNN Technology PLC, ParagonEX, Ltd., and other
parties, the PROPOSED BUSINESS COMBINATION, AND OTHER RELATED
MATTERS. investors and stockholders may obtain free copies
of these materials with the SEC through the website maintained by
the SEC at www.sec.gov. In addition, investors and stockholders
will be able to obtain free copies of the proxy statement by
directing a request to: MICT, Inc., 28 West Grand Avenue,
Suite 3, Montvale NJ 07645.
Investors and stockholders are urged to read the proxy statement,
prospectus and other relevant materials before making any voting or
investment decision with respect to the proposed business
combination.
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
business combination. 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 proxy
statement/prospectus. 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, 2018.
After such filing, you can obtain free copies of these documents
from MICT using the contact information above.
Important Information about the Tender Offer
THE TENDER OFFER REFERRED TO IN THIS PRESS RELEASE WAS COMMENCED
BY BNN TECHNOLOGY PLC ON FEBRUARY 5,
2019. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE, OR THE
SOLICITATION OF TENDERS WITH RESPECT TO THE SHARES OF MICT. NO
OFFER, SOLICITATION, PURCHASE OR SALE WILL BE MADE IN ANY
JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION, PURCHASE OR SALE
WOULD BE UNLAWFUL. THE OFFERING DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER AND SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFERING
DOCUMENTS AND TO CONSULT THEIR INVESTMENT AND TAX ADVISORS BEFORE
MAKING ANY DECISION REGARDING THE TENDER OF THEIR SHARES. THE
TENDER OFFER STATEMENT, INCLUDING THE OFFER TO PURCHASE, THE LETTER
OF TRANSMITTAL, AND OTHER RELATED MATERIALS, AND THE
SOLICITATION/RECOMMENDATION STATEMENT OF MICT ON SCHEDULE 14D-9,
ARE ALSO BE AVAILABLE TO MICT'S STOCKHOLDERS AT NO CHARGE ON THE
SEC'S WEBSITE AT WWW.SEC.GOV.
About MICT, Inc.
MICT, Inc. (Nasdaq: MICT), via its equity interest in Micronet
Ltd., provides rugged mobile devices for the growing commercial MRM
market. Micronet develops, manufactures and provides mobile
computing platforms for the mobile logistics management market in
the U.S., Europe and Israel. American manufactured
systems are designed for outdoor and challenging work environments
in trucking, distribution, logistics, public safety and
construction.
Forward-looking Statement
This press release contains express or implied forward-looking
statements within the Private Securities Litigation Reform Act of
1995 and other U.S. Federal securities laws. These
forward-looking statements include, but are not limited to, those
statements regarding the proposed timing for the closing of the
transaction with BNN, Paragonex Ltd. and other third parties, and
the belief that such transaction will create substantial value for
MICT shareholders while also benefiting the merger partners.
Such forward-looking statements and their implications involve
known and unknown risks, uncertainties and other factors that may
cause actual results or performance to differ materially from those
projected. The forward-looking statements contained in this press
release are subject to other risks and uncertainties, including
those discussed in the "Risk Factors" section and elsewhere in the
Company's annual report on Form 10-K for the year
ended December 31, 2018 and in subsequent filings with
the Securities and Exchange Commission. Except as otherwise
required by law, the Company is under no obligation to (and
expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.
MICT,
INC.
|
CONSOLIDATED
BALANCE SHEETS
|
(In Thousands,
except Share and Par Value data)
|
|
|
|
December 31,
2018
|
|
|
December 31,
2017
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
2,174
|
|
|
$
|
2,114
|
|
Restricted
cash
|
|
|
-
|
|
|
|
284
|
|
Trade accounts
receivable, net
|
|
|
1,010
|
|
|
|
5,183
|
|
Inventories
|
|
|
4,345
|
|
|
|
4,979
|
|
Other accounts
receivable
|
|
|
339
|
|
|
|
1,092
|
|
Held for sale
assets
|
|
|
-
|
|
|
|
11,656
|
|
Total current assets
|
|
|
7,868
|
|
|
|
25,308
|
|
|
|
|
|
|
|
|
|
|
Property and
equipment, net
|
|
|
661
|
|
|
|
910
|
|
Intangible assets,
net and others
|
|
|
434
|
|
|
|
1,494
|
|
Deferred tax
assets
|
|
|
-
|
|
|
|
542
|
|
Long-term deposit and
prepaid expenses
|
|
|
703
|
|
|
|
12
|
|
Restricted cash
escrow
|
|
|
477
|
|
|
|
|
|
Goodwill
|
|
|
-
|
|
|
|
1,466
|
|
Total long-term assets
|
|
|
2,275
|
|
|
|
4,424
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
10,143
|
|
|
$
|
29,732
|
|
MICT,
INC.
|
CONSOLIDATED
BALANCE SHEETS
|
(In Thousands,
except Share and Par Value data)
|
|
|
|
December 31,
2018
|
|
|
December 31,
2017
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term bank
credit and current portion of long-term bank loans
|
|
$
|
2,806
|
|
|
$
|
1,582
|
|
Short-term credit
from others and current portion of long-term loans from
others
|
|
|
3,004
|
|
|
|
2,207
|
|
Trade accounts
payable
|
|
|
1,531
|
|
|
|
3,973
|
|
Other accounts
payable
|
|
|
1,211
|
|
|
|
3,146
|
|
Held for sale
liabilities
|
|
|
-
|
|
|
|
11,338
|
|
Total current liabilities
|
|
|
8,552
|
|
|
|
22,246
|
|
|
|
|
|
|
|
|
|
|
Long-term loans from
banks
|
|
|
-
|
|
|
|
-
|
|
Long-term loan from
others
|
|
|
-
|
|
|
|
1,379
|
|
Long-term
escrow
|
|
|
477
|
|
|
|
-
|
|
Accrued severance
pay, net
|
|
|
110
|
|
|
|
133
|
|
Total long-term liabilities
|
|
|
587
|
|
|
|
1,512
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
|
|
Preferred stock;
$.001 par value, 5,000,000 shares authorized, none issued and
outstanding
|
|
|
|
|
|
|
|
|
Common stock; $.001
par value, 25,000,000 shares authorized, 9,342,115
and 8,645,656 shares issued and outstanding as of December 31,
2018 and 2017, respectively
|
|
|
9
|
|
|
|
8
|
|
Additional paid in
capital
|
|
|
11,905
|
|
|
|
10,881
|
|
Accumulated other
comprehensive income
|
|
|
(117)
|
|
|
|
(363)
|
|
Retained
loss
|
|
|
(12,757)
|
|
|
|
(10,147)
|
|
MICT stockholders'
equity
|
|
|
(960)
|
|
|
|
379
|
|
|
|
|
|
|
|
|
|
|
Non-controlling
interests
|
|
|
1,964
|
|
|
|
5,595
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
1,004
|
|
|
|
5,974
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
and equity
|
|
$
|
10,143
|
|
|
$
|
29,732
|
|
MICT,
INC.
|
CONSOLIDATED
STATEMENTS OF INCOME
|
(In Thousands,
Except Share and Loss Per Share data)
|
|
|
|
Year ended
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
14,162
|
|
|
$
|
18,366
|
|
Cost of
revenues
|
|
|
10,652
|
|
|
|
14,094
|
|
Gross
profit
|
|
|
3,510
|
|
|
|
4,272
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Research and
development
|
|
|
1,906
|
|
|
|
1,964
|
|
Selling and
marketing
|
|
|
1,582
|
|
|
|
1,883
|
|
General and
administrative
|
|
|
6,345
|
|
|
|
4,116
|
|
Impairment of
goodwill
|
|
|
1,466
|
|
|
|
-
|
|
Amortization of
intangible assets
|
|
|
1,298
|
|
|
|
978
|
|
Total operating expenses
|
|
|
12,597
|
|
|
|
8,941
|
|
Loss from
operations
|
|
|
(9,087)
|
|
|
|
(4,669)
|
|
|
|
|
|
|
|
|
|
|
Finance expense,
net
|
|
|
1,267
|
|
|
|
401
|
|
Loss before provision
for income taxes
|
|
|
(10,354)
|
|
|
|
(5,070)
|
|
Taxes on income
(benefit)
|
|
|
606
|
|
|
|
(10)
|
|
Net loss from
continued operation
|
|
|
(10,960)
|
|
|
|
(5,060)
|
|
Net income (loss)
from discontinued operation
|
|
|
4,894
|
|
|
|
(4,901)
|
|
Total Net
Loss
|
|
|
(6,066)
|
|
|
|
(9,961)
|
|
Net loss attributable
to non-controlling interests
|
|
|
3,456
|
|
|
|
1,804
|
|
Net loss attributable
to MICT
|
|
$
|
(2,610)
|
|
|
$
|
(8,157)
|
|
Loss per share
attributable to MICT:
|
|
|
|
|
|
|
|
|
Basic and diluted
loss per share from continued operation
|
|
$
|
(0.81)
|
|
|
$
|
(0.45)
|
|
Basic and diluted
income (loss) per share from discontinued operation
|
|
$
|
0.53
|
|
|
$
|
(0.69)
|
|
Weighted average
common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic and
diluted
|
|
|
9,166,443
|
|
|
|
7,128,655
|
|
View original
content:http://www.prnewswire.com/news-releases/mict-reports-financial-results-for-the-year-ended-december-31-2018-300821683.html
SOURCE MICT, Inc.