AGRI-FINTECH HOLDINGS, INC. Tingo, Inc. (collectively with our subsidiary, "we," "us," "our," "Tingo" or the "Company"), aNevada corporation, was formed onFebruary 17, 2015 . Our shares trade on the OTC Markets trading platform under the symbol 'TMNA'. We acquired our wholly-owned subsidiary,Tingo Mobile, PLC , a Nigerian public limited company ("Tingo Mobile"), in a share exchange with its sole shareholder effectiveAugust 15, 2021 . The Company, including its subsidiary Tingo Mobile, is an Agri-Fintech company offering a comprehensive platform service through use of smartphones - 'device as a service' (using GSM technology) to empower a marketplace to enable subscribers/farmers within and outside of the agricultural sector to manage their commercial activities of growing and selling their production to market participants both domestically and internationally. The ecosystem provides a 'one stop shop' solution to enable such subscribers to manage everything from airtime top ups, bill pay services for utilities and other service providers, access to insurance services and micro finance to support their value chain from 'seed to sale'. As ofSeptember 30, 2022 ,Tingo had approximately 9.3 million leasing customers using its mobile phones and who also use the Company's agri-fintech platform (www.nwassa.com). Nwassa is considered to beAfrica's leading digital agriculture ecosystem that empowers rural farmers and agri-businesses by using proprietary technology to enable access to markets in which they operate. Farmers inNigeria use the Nwassa agri-trading platform to support the supply and purchase of a variety of agricultural inputs and produce. The system provides real-time pricing, straight from the farms, eliminating middlemen. Our users' customers pay for produce bought using available pricing on our platform. The Nwassa platform has also created an escrow solution that secures the buyer, inasmuch as funds are not released until fulfilment. The platform also facilitates trade financing, ensuring that banks and other lenders compete to provide credit to our members. Although we have a large retail subscriber base, ours is essentially a business-to-business-to-consumer ("B2B2C") business model. Each of our subscribers is a member of one of two large farmers' cooperatives with whom we have a contractual relationship and which relationship facilitates the distribution of our branded smartphones into various rural communities of member farmers. And it is through our phones and our proprietary applications imbedded therein where we are able to distribute our wider array of agri-fintech services and generate the diverse revenue streams as described in more detail in this report. Our principal office is located at43 West 23rd Street , 2nd Floor,New York, NY 10010, and the telephone number is +1-646-847-0144. Our corporate website is located at www.tingoinc.com, although it does not constitute a part of this Quarterly Report. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to theSecurities and Exchange Commission ("SEC"). Our shares are traded on OTC Markets under the ticker symbol 'TMNA'. The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Quarterly Report and in conjunction with the financial statements and notes thereto in the Company's Annual Report on Form 10-K, and any amendments thereto ("10-K"). In addition, some of the statements in this report constitute forward-looking statements. The matters discussed in this Quarterly Report, as well as in future oral and written statements by management ofTingo , that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar words. Important assumptions include our ability to generate revenues, achieve certain margins and levels of profitability, and the availability of additional capital. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-looking statements contained in this Quarterly Report include statements as to:
? our future operating results;
? our business prospects;
? currency volatility, foreign exchange, and inflation risk;
? our contractual arrangements with our customers and other relationships with
third parties;
? the dependence of our future success on the general economy and its impact on
the industries in which we invest;
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? political instability in the countries in which we operate;
? uncertainty regarding certain legal systems in
? our dependence upon external sources of capital;
? our expected financings and capital raising;
? our regulatory structure and tax treatment;
? the adequacy of our cash resources and working capital;
? the timing of cash flows from our operations;
? the impact of fluctuations in interest rates on our business;
? market conditions and our ability to access additional capital, if deemed
necessary;
? uncertainty regarding the timing, pace and extent of an economic recovery in
? natural or man-made disasters and other external events that may disrupt our
operations.
There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this Quarterly Report, please see the discussion in "Item 1A. Risk Factors" in our 10-K. In particular, you should carefully consider the risks we have described in the 10-K and elsewhere in this Quarterly Report concerning the coronavirus pandemic and the economic impact of the coronavirus on the Company and our operations. You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date this Quarterly Report is filed with theSEC .
Entry Into Merger Agreement with MICT, Inc.
OnOctober 6, 2022 , the Company, MICT, Inc. ("MICT"), and representatives of each company's shareholders entered into a Second Amended and Restated Agreement and Plan of Merger ("Restated Merger Agreement"). The common stock of MICT is traded on the Nasdaq Capital Market under the symbol 'MICT'. The Restated Merger Agreement is the second restatement of the agreement and the result of efforts ofTingo and MICT to restructure the transaction as a multi-phase forward triangular merger ("Merger") instead of as a reverse triangular merger as previously agreed. Under the terms of the Restated Merger Agreement,Tingo will create a newly-formed subsidiary incorporated in theBritish Virgin Islands ("Tingo BVI Sub") to facilitate the Merger and hold the Company's beneficial ownership interest in Tingo Mobile. MICT will also create a subsidiary incorporated in theBritish Virgin Islands ("MICT BVI Sub"), which will be merged with and into Tingo BVI Sub, with MICT BVI Sub as the surviving corporation and a subsidiary of MICT. The Merger will, therefore, result in Tingo Mobile becoming an indirect wholly-owned subsidiary of MICT, and the operations of Tingo Mobile, as an agri-fintech company, becoming the predominant operations of MICT. The aggregate consideration tendered by MICT toTingo , the sole shareholder of Tingo Mobile, will consist of: (i) newly-issued common stock of MICT equal to 19.9% of its outstanding shares, calculated immediately prior to the closing date of the Merger; and (ii) two series of convertible preferred shares - Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "MICT Preferred Shares"). The conversion of the MICT Preferred Shares is subject to various conditions, including approval of MICT's shareholders and, in the case of the MICT Series B Convertible Preferred Stock, is also subject to Nasdaq approving a change of control of MICT. If all of the MICT Preferred Shares are converted into MICT common stock,Tingo will hold 75.0% of the outstanding shares of MICT. A summary of the Restated Merger Agreement and the actions taken by the Company and MICT in connection therewith are included in our Current Report on Form 8-K/A filed with theU.S. Securities and Exchange Commission onOctober 14, 2022 . OnNovember 9, 2022 , we filed a definitive Information Statement with theSEC to provide information to our shareholders about the Merger, the Merger Agreement, and the transactions contemplated thereby.
Acquisition of
OnAugust 15, 2021 , the Company acquired all of the share capital ofTingo Mobile plc , a Nigerian corporation ("Tingo Mobile") fromTingo International Holdings, Inc. , aDelaware corporation ("TIH"), the sole shareholder ofTingo Mobile. Pursuant to 22 Table of Contents the Acquisition Agreement executed in connection with the transaction, as subsequently amended, we issued TIH 1,028,000,000 shares of our Class A common stock and 65,000,000 shares of our Class B common stock. We also paid various fees and expenses in connection with the transaction, including 27,840,000 shares of our Class A common stock as a finder's fee.
Results of Operations
Three Months Ended
The Company's consolidated results from operations for the three months ended
Three Months Ended
% of % of
(in Thousands) September 30, 2022 Revenue September 30, 2021 Revenue
Revenue $ 291,701 - $ 176,985 -
Operating Expense (142,162) 48.74 % (206,284) 116.55 %
Operating Income 149,539 51.26 % (29,298) (16.55) %
Other Income (Expense), net 625 - (243) - Income (Loss) before taxes 150,163 51.48 % (29,541) (16.69) % Income tax(1) (59,454) - (15,142) - Net Income (Loss) $ 90,709 31.10 % $ (44,683) (25.25) %
(1) Tax liability is based on pre-tax income of Tingo Mobile on a stand-alone basis for the period indicated.
Tingo's operating income for the three months endedSeptember 30, 2022 was$149.5 million as compared to an operating loss of$29.3 million during the three months endedSeptember 30, 2021 , an increase of$178.8 million . The substantial increase as compared to the third quarter of 2021 is largely due to renewal of the mobile leasing activity that commenced inMay 2021 andAugust 2021 with our two partner cooperatives, as well as the revenue contribution made by our Nwassa agri-fintech platform. We believe the increased adoption rates and growth in our Nwassa user base are a clear demonstration of how rapidly the Nwassa agri-fintech platform, powered through a smartphone, is providing value and convenience to farming and rural communities. We earn up to a 4.0% commission on Nwassa services, which have net margins of over 90.0%. As Nwassa becomes a progressively larger component of our aggregate revenue, we expect overall gross profit margins, as well as aggregate profit, to increase accordingly. This is reflective in the growth ofTingo's Net Income of$90.7 million for the three months endedJune 30, 2022 compared to a loss of$44.7 million for the three months endedSeptember 30, 2021 , an increase of$135.4 million .
Nine Months Ended
The Company's consolidated results from operations for the nine months ended
Nine Months Ended
% of % of
(in Thousands) September 30, 2022 Revenue September 30, 2021 Revenue
Revenue $ 817,443 - $ 317,540 -
Operating Expense (474,719) 58.07 % (258,339) (81.36) %
Operating Income 342,725 41.93 % 59,202 18.64 %
Other Income (Expense), net 925 - (3) - Income before taxes 343,649 42.04 % 59,199 18.64 % Income tax (current period)(1) (147,737)
(54,548)
Net Income $ 195,912 23.97 % $ 4,651 1.46
(1) Tax liability is based on pre-tax income of Tingo Mobile on a stand-alone basis for the period indicated.
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Tingo's operating income for the nine months endedSeptember 30, 2022 was$342.7 million as compared to$59.2 million during the nine months endedSeptember 30, 2021 , an increase of$283.5 million . As with the comparative three-month results discussed above, the substantial increase is largely due to renewal of the mobile leasing activity that commenced in May andAugust 2021 , as well as the significantly positive growth of revenue mix in the higher margin business in Nwassa, where we earn up to a 4.0% commission on various agri-fintech transactions and have relatively insignificant marginal costs as compared to our sales and leasing business. Revenue
Three Months Ended
Three Months Ended
September 30, 2022 September 30 , 2021
Mobile Phone leasing and sales
15,971,094 11,799,270
NWASSA revenue 139,052,969 56,516,282
Airtime 3,854,119 2,762,722
Brokerage on loans 8,240,610 552,180
Insurance 6,386,797 5,380,600
Trading on agricultural produce 70,779,965 20,746,218
Utility 49,791,478 27,074,562
Total Revenue $ 291,700,902 $ 176,985,441 Nine Months Ended
Nine Months Ended
September 30, 2022 September 30 , 2021
Mobile Phone leasing and sales
45,448,334 34,899,849
NWASSA revenue 391,476,189 120,720,464
Airtime 10,905,880 6,747,944
Brokerage on loans 18,386,738 1,563,546
Insurance 19,608,875 7,362,470
Trading on agricultural produce 198,415,950 51,269,806
Utility 144,158,746 53,776,698
Total Revenue $ 817,443,320 $ 317,540,202 Generally. We generated total revenue of$291.7 million during the quarter endedSeptember 30, 2022 compared to$177.0 million during the quarter endedSeptember 30, 2021 , an increase of$114.7 million , or 64.8%. During the nine months endedSeptember 30, 2022 , we generated revenue of$817.4 million as compared to$317.5 million during the nine months endedSeptember 30, 2021 , an increase of$499.9 million , or 157.4%. In addition to recognizing leasing and service revenue from our mobile phones during the first half of 2022, we also experienced sharp growth in the utilization of our Nwassa agri-fintech platform as compared to the first nine months of 2021. This platform delivered strong growth in revenue, increasing from$56.5 million and$120.7 million during the three and nine months endedSeptember 30, 2021 , respectively, to$139.1 million and$391.5 million during the three and nine months endedSeptember 30, 2022 , respectively. This represents growth of 146.2% and 224.4% for the respective comparative periods. Our Nwassa agri-fintech business now represents approximately 47.9% of total revenue for the nine months endedSeptember 30, 2022 as compared to approximately 38.0% of total revenue for the nine months endedSeptember 30, 2021 . The principal reasons for the increases during the third quarter and first nine months of 2022 as compared to the third quarter and first nine months of 2021 were as follows:
Our strategy of enabling rural communities with an affordable smartphone
'device as a service' has proved successful in increasing the volume of
? agri-produce trading being conducted on the platform. Given the fees we earn
through these services, we estimate that the Company processed just under
billion in transaction volume for our subscribers during the first nine months
of 2022.
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Agri-trading revenues for the third quarter and first nine months of 2022 were
and
? of 2021. The number of farmers trading produce on our system has also
increased by a significant level as compared to prior periods. We believe that
this is a clear demonstration of the value that Nwassa offers farmers as the
platform of choice to trade their produce into the domestic market.
Utility top-ups on Nwassa saw revenues increase to
million for the quarter and nine months ended
as compared to
? ended
on a quarter-over-quarter basis, and a 168.0% growth rate as compared to the
first nine months of 2021. The level of activity is a strong indicator of the
level of trust and reliability that consumers place on our service, with virtually no resistance to the transaction fees we charge.
The significant growth in Nwassa revenues is in line with our strategy to
? expand our Agri-Fintech business as our core focus with the access to mobile
devices as an enabler to assure access and connectivity to our Nwassa platform.
The decline in the Naira -USD exchange rate from
?
volume and margins on our agri-fintech trading business.
Mobile leasing revenues continue to be in line with expectations of our 12-month leasing contracts and has been slightly impacted by the declining exchange rate.
Leasing revenue is recognized over 12 months in equal instalments from the date of sign up of the contract. Inasmuch as our lease agreements did not commence until midway through the first nine months of 2021, wherein we had$108.7 million and$161.9 million in leasing revenue during the quarter and nine months endedSeptember 30, 2021 , respectively, as compared to$136.7 million and$380.5 million for the quarter and nine months endedSeptember 30, 2022 , respectively. Nwassa, our Agri-Fintech platform generated 47.7% and 47.9% of total Company revenue during the three and nine months endedSeptember 30, 2022 , respectively, compared to 31.9% and 38.0% of total revenue for the three and nine months endedSeptember 30, 2021 , respectively. Utility top-up activity levels more than tripled during the quarter endedSeptember 30, 2022 as compared to the quarter endedSeptember 30, 2021 , and were more than double during the nine months endedSeptember 30, 2022 compared to the same period in 2021. We believe that the strong performance of the Agri-fintech side of our business is a clear demonstration of the maturity and adoption of the Nwassa platform by a higher percentage of our 'Device as a Service' customer base powered through farmers' cooperatives. The level of loan brokerage, which was relatively negligible in the first nine months of 2021 increased to$18.4 million for the nine months endedSeptember 30, 2022 . Of note was the residual revenue stream in the first nine months of 2022 resulting from the one-time sale of mobile phones in the fourth quarter of 2021, where we estimate that at least 30% of the non-leasing customer base who purchased these phones registered for access to the Nwassa platform to manage airtime and utility payments during the first nine months of 2022. This is significant, inasmuch as it is a demonstration of our successful campaigns we ran to register customers who bought a phone via a third non-agricultural cooperative with which we contracted inNovember 2021 . However, we believe that it is important to understand that the provision of smartphones is the means to drive a higher level of access to our Agri-Fintech platform Nwassa, to enable our customers to participate in our Agri-marketplace, top up their airtime, pay for utilities, insure their mobile devices and access credit services through partner institutions. Typical fees and commissions on these services can be up to 4.0%. Insurance revenue is fixed at$0.24 per device per month. Our focus on providing an affordable mobile device is core to the delivery of our fintech services and we call that 'Device as a Service' model. The richness of our Agri-Fintech service and related payment services deliver a very unique model of social upliftment and financial inclusion to rural communities. The agri-marketplace we have created provides our customers with an opportunity to market their fresh produce to reduce the 'time to market' and contribute towards our objectives to support the rural farming community with products and services that enable reduction in 'post-harvest losses' - a key area of focus for us as part of our investment to deliver services through use of smartphones to drive tangible social upliftment through increased sales for such farmers using the Nwassa platform. 25 Table of Contents Cost of Sales
Three Months Ended
The following table sets forth the cost of sales for the three months ended
Three Months Ended
September 30, 2022 September 30, 2021
Commission to Cooperatives and Agents $ 3,142,856 $ 2,241,861 Cost of Mobile Phones 19,738,995 - Total Cost of Sales $ 22,881,851 $ 2,241,861
Nine Months Ended
The following table sets forth the cost of sales for the nine months ended
Nine Months Ended
September 30, 2022 September 30, 2021
Commission to Cooperatives and Agents $ 8,635,184 $ 6,630,971 Cost of Mobile Phones 19,738,995 - Total Cost of Sales $ 28,374,179 $ 6,630,971
The Company's cost of sales for the three and nine months ended
Cost of sales consists of two key elements:
Commissions to Cooperatives and Agents - the Company has over 17,000 agents
? that support the rollout of our services through Cooperatives and an
independent agency network of rural farmers and women.
Cost of mobile phones - In
one-off sale, generating approximately
? the foregoing, there were no outright sales of phones during the three or nine
months endedSeptember 30, 2022 . The cost of sales relating to these devices was$19.7million . 26 Table of Contents
Selling, General & Administrative Expenses
Three Months Ended
The following table sets forth selling, general and administrative expenses for
the three months ended
Three Months Ended
September 30, 2022 September 30, 2021
Payroll and related expenses $ 13,465,678 $ 781,710
Distribution expenses 403,141 352,919
Professional fees 764,536 111,660,000
Bank fees and charges 300,877 286,072
Depreciation and amortization 100,175,992 90,815,271
General and administrative - other 4,103,855 122,774
Bad debt expenses 66,365 23,012
Selling, General and Administrative Expenses $
119,280,444
Nine Months Ended
The following table sets forth selling, general and administrative expenses for
the nine months ended
Nine Months Ended
September 30, 2022 September 30, 2021
Payroll and related expenses $ 53,036,574 $ 2,191,994 Distribution expenses 913,102 574,531 Professional fees 69,255,362 112,260,000 Bank fees and charges 1,297,297 513,342 Depreciation and amortization 313,915,790 135,972,995 General and administrative - other 7,812,627 150,489 Bad debt expenses 113,820 44,365 Selling, General and Administrative Expenses $
446,344,572
Prior year expenses mainly relate to general and administrative expenses relating of Tingo Mobile only. Our acquisition of Tingo Mobile during the third quarter of 2021 and the attendant expenses to maintain our status as a public reporting company has substantially increased these costs. In addition, in the fourth quarter of 2021, we adopted our 2021 Equity Incentive Plan which provided for, among other awards, shares of restricted stock to Plan participants. This resulted in stock-based compensation expense and professional fees of$111.6 million in the aggregate for the nine months endedSeptember 30, 2022 . A detailed breakdown of other costs included in Selling General and Administrative Expenses are contained in the Consolidated Profit and Loss Statement. A substantial part of these costs relate to Tingo Mobile's operations inNigeria and operational costs related to our parent company,Tingo, Inc. 27 Table of Contents 2021 Equity Incentive Plan OnOctober 6, 2021 , the Board adopted our 2021 Equity Incentive Plan ("Incentive Plan"), the purpose of which was to promote the interests of the Company by encouraging directors, officers, employees, and consultants ofTingo to develop a long-term interest in the Company, align their interests with that of our stockholders, and provide a means whereby they may develop a proprietary interest in the development and financial success of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock, common stock purchase options, restricted stock units, and stock appreciation awards. The maximum number of shares of our Class A common stock that are subject to awards granted under the Incentive Plan is 131,537,545 shares. The term of the Incentive Plan will expire onOctober 6, 2031 . OnOctober 12, 2021 , our stockholders approved our Incentive Plan and, during the fourth quarter of 2021 and the first nine months of 2022, the Tingo Compensation Committee granted awards under the Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of 131,370,000 shares. The majority of the awards so issued are each subject to a vesting requirement over a 2-year period unless the recipient thereof is terminated or removed from their position without "cause", or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Company. We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation-Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all stock awards under the Incentive Plan that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. In connection with these awards, we recorded stock-based compensation expense and professional fees of$10.4 million and$111.6 million for the three and nine months endedSeptember 30, 2022 , respectively. As ofSeptember 30, 2022 , total compensation expense to be recognized in future periods is$43.3 million . The weighted average period over which this expense is expected to be recognized is 1.1 years. The following table summarizes the activity related to granted, vested, and unvested restricted stock awards under the Incentive Plan for the nine months endedSeptember 30, 2022 : Weighted Number of AverageGrant Shares Date Fair Value
Unvested shares outstanding,
1.80 Shares Granted 22,500,000 $ 3.93 Shares Vested 37,447,214 $ 3.71 Shares Forfeited - -
Unvested shares outstanding,
1.97
Liquidity and Capital Resources
Sources and Uses of Cash: Our principal sources of liquidity are our cash and cash equivalents, and cash generated from operations. In addition, onOctober 6, 2022 , in connection with the Restated Merger Agreement described herein, we issued a Senior Promissory Note ("Note") to MICT in the original principal amount of$23,700,000 , bearing interest at 5% per annum, and maturing on the first to occur of (i)May 10, 2024 , or (ii) thirty days from the date of termination of the Restated Merger Agreement.. We expect that, as a result of issuance of the Note, we will also be able to secure sufficient operating and working capital for our parent company activities for the next twelve months. Cash on Hand. As ofSeptember 30, 2022 , our cash and cash equivalents totaled$246.6 million on a consolidated basis, as compared to cash and cash equivalents of$128.4 million on a consolidated basis atDecember 31, 2021 .
Indebtedness: The Company had
We expect our cash on hand and proceeds received from our assets and operations
will be sufficient to meet our anticipated liquidity needs for business
operations for the next twelve months. There can be no assurance that we will
continue to generate cash flows at or above current levels or that we will be
able to raise additional financing to support our parent company's operating and
compliance expenditures.
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Our cash flows could be adversely affected by events outside our control,
including, without limitation, changes in overall economic conditions,
regulatory requirements, changes in technologies, demand for our products and
services, availability of labor resources and capital, natural disasters,
pandemics and outbreaks of contagious diseases and other adverse public health
developments, such as COVID-19, and other conditions. Our ability to attract and
maintain a sufficient customer base, particularly in our principal markets, is
critical to our ability to maintain a positive cash flow from operations. The
foregoing events individually or collectively could affect our results.
We are evaluating the impact of current market conditions on our Company and its
ability to generate dollar-denominated income. We believe that our operating
cash flow and cash on hand will be sufficient to meet operating requirements and
to finance routine capital expenditures through the next twelve months.
Off Balance Sheet Arrangements
None.
Dividends
OnNovember 10, 2021 , our Board adopted a Dividend Policy for the Company. The Policy provides a process that the Board will undertake when approving quarterly, annual, and special dividends for the Company including, but not limited to, various financial criteria and macroeconomic factors, as well as certain financial and economic factors specific to the Company. In the case of quarterly dividends, within ninety (90) calendar days following the end of each fiscal year, the Board will determine the dividend payment, if any, that will be made to holders of the Company's capital stock. Such dividend will generally be expressed as a cash amount equal to a percentage of the Company's consolidated after-tax net income for such prior fiscal year, and will be divided into fourths, with one-fourth of the amount payable each quarter.
Subsequent Events
Management performed an evaluation of the Company's activity through the date the financial statements were issued, noting the following subsequent events:
Entry into Second Amended and Restated Merger Agreement. As described herein, on
Amendment of Purchaser Loan. As described herein, onOctober 6, 2022 , MICT extended toTingo a loan in the principal amount of$23,700,000 with an interest rate of 5% per year, and which amended and restated the previous loan agreement between MICT andTingo datedMay 10, 2022 , for a principal amount of$3,500,000 . Filing of Information Statement. In connection with the Merger, onNovember 9, 2022 , we filed a definitive information statement on Schedule 14C, including a copy of the Restated Merger Agreement, to provide information to our shareholders about the Merger and the transactions contemplated thereby. Agreement with AFAN. OnOctober 20, 2022 , the Company announced thatTingo Mobile had signed an agreement with theAll Farmers Association of Nigeria (AFAN), the umbrella body of the 56 recognized commodities and agricultural associations inNigeria . Under the terms of the agreement, AFAN committed to add a minimum of 20 million additional subscribers to the Company's customer base. These new subscribers would be comprised principally of owners of small and medium-sized agricultural enterprises throughout the country. 29
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