MICT, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)

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Operating results

Year ended December 31, 2021 Compared to the year ended December 31, 2020




As of June 23, 2020, we increased our ownership interest in Micronet to over 50%
and started to consolidate Micronet's operations into our financial statements
up until May 9, 2021 when our ownership in Micronet was diluted to less than
50%. In addition, on July 1, 2020, we completed a merger transaction for the
Acquisition of GFHI. We are consolidating the financial results of GFHI as of
the date the Acquisition and for the period thereafter. Beginning December 2020,
we launched our insurance platform operated by GFHI for the Chinese market and
have been generating revenues in GFHI in this segment of our operations. During
the first quarter of 2021, as described above, we entered into a certain
transaction with Guangxi Zhongtong, Beijing Fucheng Lianbao Technology Co.,
Ltd. and completed the acquisition of Magpie, which operates in the field of
securities trading platforms. As a result of these transactions, we have started
to consolidate the financial results of these companies and business lines into
our business. On July 1, 2021, we entered into a VIE transaction with All
Weather and started to consolidate the financial results and business lines of
All Weather into our business once the transaction was consummated. On October
21, 2021 we completed the transaction of Guangxi Zhongtong, we currently holds a
sixty percent (60%) equity interest in Guangxi Zhongtong



These commercial activities carried out by MICT in combination with the completion of the above acquisitions, contributed to the following P&L items:



Revenues



Net revenues for the year ended December 31, 2021 were $55,676,000, compared to
$1,173,000 for the year ended December 31, 2020. This represents an increase of
$54,503,000, for the year ended December 31, 2021 as compared to the same period
last year.



Net revenues related to the MRM (Micronet) segment for the year ended December
31, 2021 were $726,000, as compared to $874,000 for the year ended December 31,
2020 and reflects a decrease of $148,000 for the year ended December 31, 2021.
MRM revenues were solely contributed by Micronet. The changes is attributed to
the consolidation of the MRM Segment (Micronet) results as of the second quarter
of 2020 and the dilution in our ownership and voting interests in Micronet,
causing us to cease consolidating Micronet's operations in our financial
statements commencing from May 9, 2021. Micronet did not generate any revenue
during the second quarter of 2020 or since the beginning of the second quarter
of 2021 until its deconsolidation.



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Net revenues related to the Fintech business and insurance agency business for
the year ended December 31, 2021 was $54,932,000, as compared to $299,000
revenues for the year ended December 31, 2020, and reflects an increase of
$54,633,000, for the year ended December 31, 2021 as compared to the same period
last year. The increase is attributed to several acquisition transactions in
2021, including the acquisition of Beijing Fucheng Insurance Brokerage Co. Ltd.,
Guangxi Zhongtong Insurance Agency Co., Ltd., and All Weather insurance agency
Co., Ltd. Through these transactions, the company has quickly established the
insurance business and generated considerable revenue in 2021. b. the
information promotion services provided to insurance companies and car service
companies through our own technology platform, which was developed and
implemented in 2021.



Net revenues related to the online stock trading platform segment for the year
ended December 31, 2021 was $18,000, as compared to no revenues for the year
ended December 31, 2020, and reflects an increase of $18,000, for the year ended
December 31, 2021 as compared to the same period last year. The increase is
attributed to the acquisition of Magpie that was finalized on February 26, 2021,
(as further detailed above).



Cost of revenues



Cost of revenues for the year ended December 31, 2021 was $46,456,000, compared
to $1,231,000 for the year ended December 31, 2020. This represents an increase
of $45,225,000, for the year ended December 31, 2021 as compared to the same
period last year.


Cost of revenues related to the MRM segment for the year ended December 31, 2021
was $716,000, as compared to $939,000 for the year ended December 31, 2020 and
reflects a decrease of $223,000, for the year ended December 31, 2021. The
decrease is attributed to the consolidation of the MRM segment (Micronet)
results as of the second quarter of 2020 and the dilution in our ownership and
voting interests in Micronet, causing us to cease consolidating Micronet's
operations in our financial statements commencing from May 9, 2021.



Cost of revenues related to the Fintech business and insurance agency business
for the year ended December 31, 2021, respectively, was $45,740,000, as compared
to $292,000 for the year ended December 31, 2020, respectively, and reflects an
increase of $45,448,000, for the year ended December 31, 2021. The increase is
attributed to the commercial and business combination transaction entered by the
Company during 2021 (as further detailed above).



Gross profit



Gross profit for the year ended December 31, 2021 was $9,220,000, and represents
16% of the revenues. This is in comparison to gross loss of $58,000 for the year
ended December 31, 2020 and reflects an increase of $9,278,000, for the year
ended December 31, 2021 as compared to the same period last year. The increase
is attributed to the transactions and development of our Fintech business and
insurance agency business and the online stock trading platform segment.



Gross profit related to the MRM (Micronet) segment for the year ended December
31, 2021 were $10,000, as compared to gross loss of $65,000 for the year ended
December 31, 2020 and reflects an increase of $75,000 for the year ended
December 31, 2021. MRM Gross profit were solely contributed by Micronet. The
changes is attributed to the consolidation of the MRM Segment (Micronet) results
as of the second quarter of 2020 and the dilution in our ownership and voting
interests in Micronet, causing us to cease consolidating Micronet's operations
in our financial statements commencing from May 9, 2021. Micronet did not
generate any revenue during the second quarter of 2020 or since the beginning of
the second quarter of 2021 until its deconsolidation.



Gross profit related to the verticals and technology segment for the year ended
December 31, 2021 was $9,192,000, as compared to $7,000 Gross profit for the
year ended December 31, 2020, and reflects an increase of $9,185,000, for the
year ended December 31, 2021 as compared to the same period last year. The
increase is attributed to the consolidation of the GFHI results as of July 1,
2020 and revenues generated as a result of certain commercial and business
combination transaction entered by the Company during 2021 (as further detailed
above).



Gross profit related to the online stock trading platform segment for the year
ended December 31, 2021 was $18,000, as compared to no Gross profit for the year
ended December 31, 2020, and reflects an increase of $18,000, for the year ended
December 31, 2021 as compared to the same period last year. The increase is
attributed to the acquisition of Magpie that was finalized on February 26, 2021,
(as further detailed above).



Sales and marketing expenses

Selling and Marketing expenses are part of operating expenses. Selling and
marketing cost for the year ended December 31, 2021, was $6,814,000, as compared
to income of $38,000 for year ended December 30, 2020. This represents an
increase of $6,852,000, for the year ended December 31, 2021 as compared to the
same period last year. The increase is mainly a result of  increase in : (i)
advertising promotion fee of $1,621,000 and; (ii) sales technological
development expense in an amount of $694,000 and; (iii) marketing service charge
in an amount of $1,624,000 and; (iv) sales technical service fee in an amount of
$517,000 and (v) increase from the acquisition of online stock trading platform
segment that was finalized on February 26, 2021.



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General and administrative expenses

General and administrative expenses are part of operating expenses. General and
administrative expenses for the year ended December 31, 2021 was $36,488,000,
compared to $14,228,000 for the year ended December 31, 2020. This represents an
increase of $22,260,000, for the year ended December 31, 2021 as compared to the
same period last year. The increase is mainly a result of (i) One time
acquisitions as noted above, and (ii) an increase in retainer for professional
advice from various services providers, in connection with the completion of the
public offering closed in February 2021 and March 2021; and (iii) an increase
associated with the D&O insurance in a total amount of $1,337,000; and (iv) an
increase associated with the issuance costs of shares and options to Directors
officers and employees in a total amount of $8,313,000 a non-cash expenses; and
(v) Bad debt provision of $2,606,000 and; (vi) an increase associated with the
salary expenses following the acquisition of new subsidiaries and VIEs
transactions during 2021 in a total amount of $7,624,000, and; (vii) an increase
associated with the rent and maintenance expenses following the acquisition of
new subsidiaries and VIEs transactions during 2021 in a total amount of
$2,108,000.



Research and development costs

Research and development expenses are part of operating expenses. Research and
development costs, which mainly include wages, materials and sub-contractors,
for the year ended December 31, 2021 was $889,000, compared to $484,000 for the
year ended December 31, 2020. This represents an increase of $405,000, for the
year ended December 3, 2021, as compared to the same period last year. On one
hand, the acquisition of Magpie Securities Limited, on February 26, 2021 caused
an increase in our research and development expenses for the year ended December
31, 2021 as compared to the same period last year. This was offset by the fact
that most of our research and development expenses in 2020 were related to
Micronet. Our ownership and voting interests in Micronet was diluted and caused
us to cease consolidating Micronet's operations in our financial statements
commencing from May 9, 2021, which caused a decrease in our research and
development expenses for the year ended December 31, 2021 as compared to the
same period last year.



Loss from Operations



Our loss from operations for the year ended December 31, 2021 was $37,896,000,
compared to loss from operations of $16,579,000, for the year ended December 31,
2020. The increase in loss from operations is mainly a result of the
acquisitions mentioned above, as well as the increase in general and
administrative costs and increase in selling and marketing costs as explained in
the section above.



Finance Income (Expense), Net



Financial income (expenses), net for the year ended December 31, 2021 was
$395,000 compared to $(7,462,000) for the year ended December 31, 2020. This
represents a decrease in financial expenses of $7,857,000, for the year ended
December 31, 2021. The decrease in financial expenses, net for the year ended
December 31, 2021, is primarily due to the recognition of beneficial conversion
expense of approximately $8,482,000 in 2020.



Net loss attributed to MICT, Inc.

Our net loss attributed to MICT, Inc. for the year ended December 31, 2021, was
$36,428,000, compared to 22,992,000, for the year ended December 31, 2020. This
represents an increase of $13,436,000 for the year ended December 31, 2021, as
compared to the same period last year. The increase for the year ended December
31, 2021 is mainly a result of the increase in operating expenses (as further
detailed above) , from loss of controlling equity investment held in Micronet in
an amount of $1,934 and loss from decrease in holding percentage in an amount of
$1,128.


Cash and capital resources

From December 31, 2021our total cash and cash equivalents balance was
$94,930,000compared to $29,049,000 of the December 31, 2020. This reflects an increase in $65,881,000 in cash and cash equivalents for the reasons described below.




Sales of our Securities



On November 2, 2020 the Company entered into a Securities Purchase Agreement
(the "Purchase Agreement") with certain investors for the purpose of raising
$25.0 million in gross proceeds for the Company (the "Offering"). Pursuant to
the terms of the Purchase Agreement, the Company sold in a registered direct
offering, an aggregate of 10,000,000 units (each, a "Unit"), with each Unit
consisting of one share of the Company's common stock, par value $0.001 per
share, and one warrant to purchase 0.8 of one share of common stock at a
purchase price of $2.50 per Unit. The warrants are exercisable nine months after
the date of issuance at an exercise price of $3.12 per share and will expire
five years following the date the warrants become exercisable. The closing of
the sale of Units pursuant to the Purchase Agreement occurred on November 4,
2020. By December 31, 2020, the Company had received a total of $22.325 million
in gross proceeds pursuant to Offering and issued in the aggregate, 7,600,000
Units. The remaining gross proceeds, in the additional aggregate amount of
$2.675 million, were received by the Company on March 1, 2021 and in
consideration for such proceeds, the Company issued the remaining 2,400,000
units.



On February 11, 2021, the Company announced that it has entered into a
securities purchase agreement (the "February Purchase Agreement") with certain
institutional investors for the sale of (i) 22,471,904 shares of common stock,
(ii) 22,471,904 Series A warrants to purchase 22,471,904 shares of common stock
and (iii) 11,235,952 Series B warrants to purchase 11,235,952 shares of common
stock at a combined purchase price of $2.67 (the "February Offering"). The gross
proceeds to the Company from the February Offering were expected to be
approximately $60.0 million. The Series A warrants are exercisable nine months
after the date of issuance, have an exercise price of $2.80 per share and will
expire five and one-half years from the date of issuance. The Series B warrants
are exercisable nine months after the date of issuance, have an exercise price
of $2.80 per share and will expire three and one-half years from the date of
issuance. The Company received net proceeds of $54.0 million on February 16,
2021 after deducting the placement agent's fees and other expenses.



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On March 2, 2021, the Company entered into a securities purchase agreement (the
"March Purchase Agreement") with certain investors for the purpose of raising
approximately $54.0 million in gross proceeds for the Company. Pursuant to the
terms of the March Purchase Agreement, the Company agreed to sell, in a
registered direct offering, an aggregate of 19,285,715 shares of the Company's
common stock, par value $0.001 per share, at a purchase price of $2.675 per
Share and in a concurrent private placement, warrants to purchase an aggregate
of 19,285,715 shares of common stock, at a purchase price of $0.125 per warrant,
for a combined purchase price per share and warrant of $2.80 which was priced at
the market under Nasdaq rules. The warrants are immediately exercisable at an
exercise price of $2.80 per share, subject to adjustment, and expire five years
after the issuance date. The closing date for the March Purchase Agreement was
on March 4, 2021. The Company received net proceeds of $48.69 million on March
4, 2021, after deducting the placement agent's fees and other expenses.



Contractual Obligations


We have certain fixed contractual obligations and commitments that include
future estimated payments. Changes in our business needs, cancellation
provisions, and other factors may result in actual payments differing from the
estimates. The following tables summarize our contractual obligations as of
December 31, 2021, and the effect these obligations are expected to have on our
liquidity and cash flows in future periods.



Contractual Obligation:               Total        Less than 1 year      1-3 year      3-5 year        5+ year
Office leases commitment            2,137,944             1,130,285       987,363        20,296               -
Short-term debt obligations
Commitment                          1,657,252             1,657,252             -             -               -
Services Contract Commitment          405,600               405,600             -             -               -
Total                               4,200,796             3,193,137       987,363        20,296               -




Loans Provided by MICT


On November 13, 2019, the Company and Micronet executed a convertible loan
agreement pursuant to which the Company agreed to loan Micronet $500,000 (the
"Convertible Loan"). The Convertible Loan bears interest at a rate of 3.95%
calculated and paid on a quarterly basis. In addition, the Convertible Loan, if
not converted, shall be repaid in four equal installments, the first of such
installment payable following the fifth quarter after the issuance of the
Convertible Loan, with the remaining three installments due on each subsequent
quarter thereafter, such that the Convertible Loan shall be repaid in full upon
the lapse of 24 months from its issuance. In addition, the outstanding principal
balance of the Convertible Loan, and all accrued and unpaid interest, is
convertible at the Company's option, at a conversion price equal to 0.38 NIS per
Micronet share. Pursuant to the Convertible Loan agreement, Micronet also agreed
to issue the Company an option to purchase one of Micronet's ordinary shares for
each ordinary share that it issued as a result of a conversion of the
Convertible Loan at an exercise price of 0.60 NIS per share, exercisable for a
period of 15 months. On July 5, 2020, Micronet had a reverse split where the
price of the Convertible Loan changed from 0.08 NIS per Micronet share into 5.7
NIS per Micronet share. The option's exercise price changed from 0.6 NIS per
share to 9 NIS per Micronet share.



On January 1, 2020, the convertible loan was approved at a general meeting of shareholders of Micronet and the convertible loan and the contemplated transactions have thus become effective. The loan was repaid on January 4, 2022.

On August 13, 2020, MICT Telematics extended to Micronet an additional loan in
the aggregate amount of $175,000 (the "Third Loan") which governed the existing
outstanding intercompany debt. The Third Loan does not bear any interest and has
a term of twelve (12) months. The Third Loan was extended for the purpose of
supporting Micronet's working capital and general corporate needs. The loan
was
repaid on August 25, 2021.



As of December 31, 2021, the Company had short-term loans from others of $1,657
comprised as follows: $1,155 loans of All Weather Insurance Agency bear interest
of  0%,  of which $1,088 will be repaid on December 31, 2022 and $67 will be
repaid on August 3, 2022. The $314 loans of Zhongtong Insurance that bear
interest of 10% has been repaid subsequently on January 11, 2022, and the
remaining loans of Zhongtong Insurance in amount of $188 loans that bear
interest of 10% will be repaid before December 31, 2022.



Debt Repayment



For the year ended December 31, 2021, our total debt was $1,657,000 as compared
to $884,000 for the year ended December 31, 2020. The change in total debt is
primarily due to the dilution in our ownership and voting interests in Micronet,
causing us to cease consolidating Micronet's operations in our financial
statements commencing from May 9, 2021 and a new loan that All weather received
from others.



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For the year ended December 31, 2021, our working capital was $102,107,000,
compared to $26,693,000 for the year ended December 31, 2020. The increase is
mainly due to the increase in our cash as described above. Based on our current
business plan, and in view of our cash balance following the transactions
described in this Item 2, we anticipate that our cash balances will be
sufficient to permit us to conduct our operations and carry out our contemplated
business plans for at least the next 12 months from the date of this Report.



                                                                         For the
                                                                       year Ended
                                                                      December 31,
                                                                  2021            2020
                                                                 USD in          USD in
                                                               thousands       thousands
Net Cash Used in Operating Activities                          $  (33,025 )   $     (8,300 )
Net Cash Used in Investing Activities                              (8,853 )         (3,279 )
Net Cash Provided by Financing Activities                         109,602  

37,430

Translation adjustment on cash and restricted cash                     97               (1 )
Cash and restricted cash at Beginning of Period                    29,526  

3,676

Cash and restricted cash at end of period                      $   97,347  
  $     29,526



Cash flow from operating activities

For the year ended December 31, 2021, net cash used in operating activities was
$33,025,000, which primarily consists of net loss of $37,158,000 and various
non-cash items of $(18,979,000), as well as (1) changes in deferred tax, net of
$2,539,000, (2) changes in trade account receivable of $19,579,000, (3) changes
in trade accounts payable of $(13,846,000), (4) changes in deposit held on
behalf of clients of $(3,101,000), (5) changes in other current assets of $
4,878,000, (6) changes in other current liabilities of $4,099,000, (7) changes
in related party of $163,000, (8) changes in long-term deposit and prepaid
expenses of $542,000, (9) changes in right of use assets of $(486,000), and (10)
change in lease liabilities of $ 479,000.



For the year ended December 31, 2020, net cash used in operating activities was
$8,300,000, which primarily consists of net loss of $23,636,000 and various
non-cash items of $(6,227,000), as well as (1) finance cost related to the
convertible notes conversion of $(8,877,000), and (2) changes in other assets
and liabilities of $(232,000).



Cash flow from investing activities




For the year ended December 31, 2021, we had net cash used in investing
activities of $8,853,000, which consisted of (1) deconsolidation of Micronet
operations of $2,466,000, (2) loan to related party of $4,265,000, (3) purchase
of property and equipment of $689,000 and (4) investment in new companies and
expansion of business activities of $913,000 and (5) additional intangible
assets of $520,000.



For the year ended December 31, 2020, we had net cash used in investing
activities of $3,279,000, which consisted of the net cash used in additional
investment of Micronet of $247,000, loan to Micronet of $125,000, and purchase
of property and equipment of $32,000, and loan to Magpie of $3,038,000 and loan
received by related party of $(163,000).



Cash flow from financing activities

For the year ended December 31, 2021we had net cash provided by the financing activities of $109,602,000which mainly comprised: (1) Proceeds from the issuance of shares and warrants of $105,366,000 of our public offering in February and March 2021; (2) proceeds from the exercise of warrants and stock options $2,554,000; (3) Reimbursement of the current maturity of long-term bank loans of
($195,000) and (4) receiving a loan from others $1,657,000 and (5) repayment of the Micronet loan of $220,000.

For the year ended December 31, 2020, we had net cash provided by financing
activities of $37,430,000, which primarily consisted of (1) Proceeds from
issuance of shares and warrants of $17,004,000 (2) proceeds from the exercise of
warrants and options of $3,979,000 (3) issuance of convertible preferred shares
net of $409,000 (4) receipt of convertible note of $ 14,796,000 (5) repayment of
bank loans of $(496,000) (6) receipt of loan from bank of $124,000 (7) issuance
of shares by subsidiary of $1,614,000.



Financing Needs



The Company will be required to support its own operational financial needs,
which include, among others, our general and administrative costs (such as for
our various consultants in regulatory, tax, legal, accounting and other areas of
business) and our financing costs related to the loans and funding instruments
assumed by us.


We expect the net proceeds from the sale of the securities will be used to fund
the growth and development of our business, as well as for working capital and
for other general corporate purposes. We may also use a portion of the net
proceeds to acquire or invest in businesses, products and technologies that are
complementary to our business, but we currently have no commitments or
agreements relating to any of these types of transactions.



Based on our current business plan, and in view of our cash balance following
the transactions described in this Item 2, we anticipate that our cash balances
will be sufficient to permit us to conduct our operations and carry out our
contemplated business plans for at least the next 12 months from the date of
this Report.



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Off-balance sheet arrangements




We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect that is material to investors on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.



Non-GAAP Financial Measures


In addition to providing financial measurements based on generally accepted
accounting principles in the U.S., or GAAP, we provide additional financial
metrics that are not prepared in accordance with GAAP, or non-GAAP financial
measures. Management uses non-GAAP financial measures, in addition to GAAP
financial measures, to understand and compare operating results across
accounting periods, for financial and operational decision making, for planning
and forecasting purposes and to evaluate our financial performance.



Management believes that these non-GAAP financial measures reflect our ongoing
business in a manner that allows for meaningful comparisons and analysis of
trends in our business, as they exclude expenses and gains that are not
reflective of our ongoing operating results. Management also believes that these
non-GAAP financial measures provide useful information to investors in
understanding and evaluating our operating results and future prospects in the
same manner as management and in comparing financial results across accounting
periods and to those of peer companies.



Non-GAAP financial measures are not a substitute for the presentation of our financial results in accordance with GAAP and should only be used in addition to, and not as a substitute for, our financial results presented in accordance with GAAP.

Non-GAAP adjustments and the basis for excluding them from non-GAAP financial measures are described below:



       ?   Amortization of acquired intangible assets - We are required to
           amortize the intangible assets, included in our GAAP financial
           statements, related to the Transaction and the Acquisition. The

amount

           of an acquisition's purchase price allocated to intangible 

assets and

           term of its related amortization are unique to these

transactions. The

           amortization of acquired intangible assets are non-cash charges. 

We

           believe that such charges do not reflect our operational 

performance.

           Therefore, we exclude amortization of acquired intangible assets to
           provide investors with a consistent basis for comparing pre- and
           post-transaction operating results.

       ?   Expenses related to beneficial conversion feature expense - Those
           expenses are non-cash expenses and are related to the difference
           between the stock price at the closing of the Note Purchase

Agreements

           and the conversion price of $1.10 per share.

? Stock-based compensation is a stock-based award granted to certain

           individuals. They are non-cash and affected by our historical 

Stock

           prices which are irrelevant to forward-looking analyses and are not
           necessarily linked to our operational performance.

? Expenses related to the purchase of a goodwill – These expenses concern

           directly to the purchase of the GFH I transaction and consist 

mainly from

           legal and accounting fees, insurance fees and other consultants. 

We

           believe that these expenses do not reflect our operational 

performance.

           Therefore, we exclude them to provide investors with a

consistent basis

           for comparing pre- and post-Vehicle Business purchase operating
           results.

       ?   Expenses related to settlement agreement - These expenses relate
           directly to the settlement agreement with Maxim and Sunrise. More
           information can be found in the legal proceeding part.




The following table reconciles, for the periods presented, GAAP net loss
attributable to MICT to non-GAAP net income attributable to MICT. and GAAP loss
per diluted share attributable to MICT to non-GAAP net loss per diluted share
attributable to MICT.:



                                                                         Year ended
                                                                        December 31,
                                                                   (Dollars in Thousands,
                                                                    other than share and
                                                                     per share amounts)
                                                                   2021              2020
GAAP net loss attributable to MICT, Inc.                       $     (36,428 )   $    (22,992 )
Amortization of acquired intangible assets                             2,925            1,572
Expenses related to beneficial conversion feature expense                  -            8,482
Stock-based compensation                                              10,580            3,571
Expenses related to purchase of a business                                 -            3,364
One time expenses relates to settlement agreement                        303            2,440
Income tax effect of above non-GAAP adjustments                         (773 )           (398 )
Total Non-GAAP net loss attributable to MICT, Inc.             $     

(23,393) ($3,961)

Non-GAAP net loss per diluted share attributable to MICT, Inc.

                                                           $       

(0.20 ) $(0.14)
Weighted average common shares outstanding used in per share calculations

                                                     112,562,199       27,623,175
GAAP net loss per diluted share attributable to MICT, Inc.     $       (0.32 )   $      (0.83 )
Weighted average common shares outstanding used in per share
calculations                                                     112,562,199       27,623,175




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