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TIOG Q1 2019 Earnings Call Transcript

Operator: Thank you. Good morning and thank you for calling in to review MICT's First Quarter 2019 Results. Management will provide an overview of the results. Importantly, there is a slide presentation which management will use during their overview. This presentation can be found on the Investor Relations section of the Company's website at www.mict-inc.com under Events and Presentations. You may also access a PDF copy of the presentation by clicking the link in the Company's press release regarding these financial results issued this morning and then clicking a second link, labeled First Quarter 2019 Results. Callers accessing the PDF copy of the presentation will need to manually scroll through the slides as management goes through the presentation. I will now take a brief moment to read the Safe Harbor statement. During the course of this call, management will make expressed and 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 fact that the Company continues to be engaged in the transactions contemplated by the acquisition agreement entered into among MICT, BNN, and ParagonEX Ltd. 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 presentation 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, filed with the Securities and Exchange Commission. 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 will be any sale issuance or transference of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a perspective meeting the requirements of the Securities Act of 1933, as amended. Subject to certain expectations to be approved by the relevant regulators or certain fact 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 or similarly [ph] transmission, telephone and the internet of inter-state or foreign commerce or any facility of a National Securities Exchange of any such jurisdiction. Important and additional information will be filed with the SEC. On February 5, 2019, Global Fintech Holding, Ltd., GFH, filed a registration statement on Form F-4 containing a proxy statement for MICT stockholders, a perspective 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 New Jersey, 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 it's 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 it's 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 on this call was commenced by BNN Technology PLC on February 5, 2019. This call 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. Please note, that the date of this conference call is May 21, 2019 and any forward-looking statements that management makes today are based on assumptions that are reasonable as of this date. Except as otherwise required by law, the Company is under no obligation to and expressly disclaims any obligation to update or alter it's forward-looking statements whether as a result of new information, future events or otherwise. On the call this morning, we have Moran Amran, Controller of MICT. And again, as a reminder, management will be referring to a slide presentation that can be accessed via the Investor Relations section of the Company's site or the link in the press release. We will start with an opening message from Moran will give an overview of business developments for the three months ended, March 31, 2019. Moran will then move to review the numbers. I will now turn the call over to Moran, who will begin the presentation on Slide 5. Please go ahead, Moran.

Moran Amran: Thank you. Good morning, everyone. In the first quarter of 2019 we continue to be engaged in a transaction contemplated by the acquisition agreement MICT entered in December of 2018 among MICT, BNN, and ParagonEX Ltd. During the first quarter, MICT ownership interest in Micronet decreased to 33.88%, and it's voting right decreased to 39.53%, as a result of the public equity offering on the Tel Aviv Stock Exchange. Thus Micronet Ltd. closed on February 24, 2019. According to the U.S. GAAP, MICT no longer report consolidated Micronet Ltd.'s numbers effective March 1, 2019. As a result, the first quarter of 2019 that MICT is reporting today reflected consolidated Micronet Ltd.'s revenues for the months of January and February 2019 only. I would like to point out that under-development Israeli Security Laws, MICT is of the opinion that it maintained effective control of Micronet by virtue of it's high level of influence over Micronet. On Slide 6, we will review the first quarter 2019 financial results. Revenue was $477,000 in the first quarter of 2019, compared to $5.99 million in the first quarter of 2018. Gross loss was $369,000 representing 77% of revenues in the first quarter of 2019, compared to a gross profit of $1.72 million representing 29% of revenues in the first quarter of 2018. Research and development expense in the first quarter of 2019 was $261,000 or 55% of sales, as compared to $527,000 or 9% of sales in the first quarter of 2018. Selling, general and administrative expenses was $1.19 million in the first quarter of 2019, as compared to $1.67 million in the first quarter of 2018. Net loss was $910,000 in the first quarter of 2019, as compared to a net loss of $850,000 in the first quarter of 2018. The next slide illustrated revenue for the first quarter of 2019 as compared to the first quarter of 2018. Revenue was $477,000 in the first quarter of 2019, as compared to $5.99 million in the first quarter of 2018. Slide 8 provides more detailed breakdown of the numbers. Operating expense in the first quarter of 2019 were $1.47 million as compared to $2.41 million in the first quarter of 2018. Loss from operation were $1.83 million in the first quarter of 2019, as compared to $693,000 in the first quarter of 2018. We reported a $299,000 net profit from the deconsolidation of Micronet in the first quarter of 2019. Basic and dilution loss per share from discontinued operation in the first quarter of 2019 was $0.09 per share, as compared to $0.11 per share in the first quarter of 2018. Turning to Slide 9; on our balance sheet we have $347,000 in cash and cash equivalent, and $1.8 million deficit in working capital, and a deficit of $138,000 in shareholder equities as of March 31, 2019. MICT executive management team and board are committed to identify opportunities and implement in growth strategies in order to increase value for MICT shareholders. I would like to thank our dedicated employees. Thanks, and I look forward to speaking with you next quarter.

End of Q&A: Thank you. This concludes MICT's first quarter 2019 results conference call. Thank you for your participation. You may go ahead and disconnect.