MICRONET ENERTEC TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE
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001-35850
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27-0016420
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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28 West Grand Avenue, Suite 3, Montvale, New Jersey
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07645
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(Address of principal executive offices)
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(Zip Code)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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99.1
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Consolidated Financial Statements of Micronet Ltd for the fiscal year ended December 31, 2015.
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MICRONET ENERTEC TECHNOLOGIES, INC.
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Dated: March 31, 2016
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By:
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/s/ David Lucatz | |
Name: David Lucatz | |||
Title: President and Chief Executive Officer |
December 31,
2015
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ASSETS
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Current assets:
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Cash and cash equivalents
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NIS | 8,502 | ||
Marketable securities
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22,020 | |||
Trade account receivables, net
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12,219 | |||
Inventories
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21,555 | |||
Other accounts receivable
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2,964 | |||
Total current assets
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67,260 | |||
Property and equipment, net
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5,085 | |||
Intangible assets and others, net
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11,342 | |||
Long term deposit
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50 | |||
Goodwill
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5,720 | |||
Deferred taxes
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1,879 | |||
Total long term assets
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24,076 | |||
Total assets
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NIS | 91,336 |
December 31,
2015
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LIABILITIES AND EQUITY
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Short term bank credit and current portion of long term bank loans
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NIS
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11,366 | ||
Trade accounts payable
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15,208 | |||
Other accounts payable
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5,386 | |||
Total current liabilities
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31,960 | |||
Long term loans from banks
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1,417 | |||
Finance lease
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87 | |||
Accrued severance pay, net
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204 | |||
A liability for Chief scientist
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404 | |||
Total long term liabilities
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2,112 | |||
Stockholders’ Equity:
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Common stock
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2,132 | |||
Additional paid in capital
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22,750 | |||
Capital reserve for IAS 19
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(895 | ) | ||
Capital reserve for translation adjustments
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2,238 | |||
Capital reserve for share-based payment transactions
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55 | |||
Retained earnings
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30,984 | |||
Total equity
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57,264 | |||
Total Liabilities and equity
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NIS
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91,336 |
Year ended December 31,
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2015
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Revenues
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NIS
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56,628 | ||
Cost of revenues
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39,885 | |||
Gross profit
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16,743 | |||
Operating expenses:
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Research and development
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7,682 | |||
Selling and marketing
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4,575 | |||
General and administrative
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10,349 | |||
Total operating expenses
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22,606 | |||
Loss from operations
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(5,863 | ) | ||
Finance expense, net
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(412 | ) | ||
Loss before provision for income taxes
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(6,275 | ) | ||
Provision for income taxes
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770 | |||
Net loss
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(5,505 | ) | ||
Transfer to a capital reserve for IAS 19
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89 | |||
Adjustments resulting from the translation of financial statements of foreign operations
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36 | |||
Net loss
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NIS
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(5,380 | ) | |
Loss per share Enertec:
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Basic
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NIS
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(0.292 | ) | |
Diluted
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NIS
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(0.292 | ) |
Share
capital
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Share
premium
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Capital
reserve for
share-based
payment
transactions
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Retained earnings
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Capital reserve for translation adjustments
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Capital
reserve for
IAS 19
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Total equity
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||||||||||||||||||||||
Balance, January 1, 2013
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1,985 | 17,549 | 3,327 | 30,367 | - | (1,509 | ) | 51,719 | ||||||||||||||||||||
Exercise of warrants
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114 | 3,567 | (1,933 | ) | - | - | - | 1,748 | ||||||||||||||||||||
Dividend paid to non-controlling interest
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- | - | - | (5,000 | ) | - | - | (5,000 | ) | |||||||||||||||||||
Dividends declared to non-controlling interest
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- | - | - | (6,000 | ) | - | - | (6,000 | ) | |||||||||||||||||||
Comprehensive income
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- | - | - | 18,174 | - | 170 | 18,344 | |||||||||||||||||||||
Cost of share-based payment
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- | - | 28 | - | - | - | 28 | |||||||||||||||||||||
Balance, December 31, 2013
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2,099 | 21,116 | 1,422 | 37,541 | - | (1,339 | ) | 60,839 | ||||||||||||||||||||
Exercise of warrants
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33 | 1,634 | (1,376 | ) | - | - | - | 291 | ||||||||||||||||||||
Comprehensive loss
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- | - | - | (1,052 | ) | 2,202 | 355 | 1,505 | ||||||||||||||||||||
Cost of share-based payment
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- | - | 9 | - | - | - | 9 | |||||||||||||||||||||
Balance, December 31, 2014
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2,132 | 22,750 | 55 | 36,489 | 2,202 | (984 | ) | 62,644 | ||||||||||||||||||||
Comprehensive loss
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- | - | - | (5,505 | ) | 36 | 89 | (5,380 | ) | |||||||||||||||||||
Balance, December 31, 2015
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2,132 | 22,750 | 55 | 30,984 | 2,238 | (895 | ) | 57,264 |
Year ended December 31,
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2015
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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NIS
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(5,505 | ) | |
Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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4,722 | |||
Financial expenses, net accrual-basis financial
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412 | |||
A liability for Chief scientist
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(203 | ) | ||
A capital gain from sale of fixed assets
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33 | |||
Income taxes in the income statement
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(770 | ) | ||
Decrease in accrued severance pay, net
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70 | |||
4,264 | ||||
Changes in operating assets and liabilities (net of impact of acquisition):
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Increase in trade account receivables
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5,368 | |||
Increase in other account receivables
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(1,177 | ) | ||
Increase in inventories
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(1,101 | ) | ||
Decrease in trade account payables
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(3,555 | ) | ||
Decrease in other account payables
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97 | |||
NIS
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(368 | ) | ||
Cash paid and received during the year for
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Interest paid
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(454 | ) | ||
Interest received
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916 | |||
Taxes paid
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(338 | ) | ||
124 | ||||
Net cash used in operating activities
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NIS
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(1,485 | ) |
Year ended December 31,
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2015
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchase of property and equipment
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(888 | ) | ||
Purchase of intangible assets
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(12 | ) | ||
Proceeds from sale of fixed assets
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29 | |||
Sales of marketable securities
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2,278 | |||
Leasing deposit and prepaid expenses
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61 | |||
Granting of loans to employees
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(154 | ) | ||
Net cash provided by investing activities
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NIS
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1,314 | ||
CASH FLOWS FROM FINANCING ACTIVITIES:
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Repayment of banks loan
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(21,862 | ) | ||
Receipt of bank loan
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19,030 | |||
Repayment liability in respect of financial leasing
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(165 | ) | ||
Receipt of investment grants, net
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567 | |||
Net cash used in financing activities
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NIS
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(2,430 | ) | |
TRANSLATION ADJUSTMENT OF CASH AND CASH EQUIVALENTS
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(67 | ) | ||
NET CASH DECREASE IN CASH AND CASH EQUIVALENTS
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(2,668 | ) | ||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
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11,170 | |||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
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NIS
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8,502 |
Inventory
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NIS
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(4,688 | ) | |
Property and equipment
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(223 | ) | ||
Intangible assets
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(14,711 | ) | ||
Goodwill
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(5,096 | ) | ||
Total
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NIS
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(24,718 | ) |