Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 15, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K/A | ||
Amendment Description | Amendment No. 2 | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 333-205835 | ||
Entity Registrant Name | TINGO, INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 43 West 23rd Street | ||
Entity Address, Address Line Two | 2nd Floor, | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10010 | ||
City Area Code | (646) | ||
Local Phone Number | 847- 0144 | ||
Title of 12(g) Security | Class A Common Stock, $0.001 par value per share | ||
Trading Symbol | IWBB | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 1,205,016,211 | ||
Entity Central Index Key | 0001648365 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Entity Public Float | $ 37,487,422 | ||
Auditor Name | Gries & Associates, LLC | ||
Auditor Firm ID | 6778 | ||
Auditor Location | Denver, Colorado | ||
Entity Tax Identification Number | 83-0549737 | ||
Entity Current Reporting Status | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and Cash Equivalents | $ 128,367,605 | $ 28,202,869 |
Accounts and Other Receivables | 1,400,917,140 | 241,953,782 |
Inventory | 129,823 | 30,491 |
Prepayments - current portion | 409,434,667 | |
Total Current Assets | 1,938,849,235 | 270,187,142 |
Non-Current Assets | ||
Prepayments - non-current portion | 575,464,002 | |
Property, plant and equipment, net | 223,762,115 | 37,042,344 |
Work-in-Progress | 207,968,849 | |
Intangible Assets | 1,670,924 | 3,055,061 |
Total non-current assets | 800,897,041 | 248,066,254 |
Total Assets | 2,739,746,276 | 518,253,396 |
Current Liabilities | ||
Accounts Payable and accruals | 754,836,164 | 40,915 |
Deferred income - current portion | 492,269,333 | |
Value added tax - current portion | 38,190,992 | 20,493,802 |
Tax Liability | 100,606,352 | 67,601,594 |
Total current liabilities | 1,385,902,842 | 88,136,311 |
Non-current liabilities | ||
Deferred income - non-current portion | 690,922,799 | |
Value added tax - non-current portion | 53,602,826 | |
Deferred Tax | 2,171,039 | 2,360,004 |
Total non- current liabilities | 746,696,664 | 2,360,004 |
Total Liabilities | 2,132,599,506 | 90,496,315 |
COMMITMENTS AND CONTINGINCIES | ||
Stockholder's Equity | ||
Additional paid-in-capital | 412,080,474 | 508,549 |
Accumulated Surplus | 269,442,456 | 458,538,770 |
Translation Reserve | (75,613,671) | (32,283,238) |
Total Stockholders Equity | 607,146,770 | 427,757,081 |
Total Liabilities and Stockholders Equity | 2,739,746,276 | 518,253,396 |
Class A Common shares | ||
Stockholder's Equity | ||
Common stock value | 1,172,511 | 928,000 |
Class B Common Shares | ||
Stockholder's Equity | ||
Common stock value | $ 65,000 | $ 65,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class A Common shares | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,250,000,000 | 1,250,000,000 |
Common Stock, Shares, Issued | 1,205,016,211 | 928,000,000 |
Common Stock, Shares, Outstanding | 1,205,016,211 | 928,000,000 |
Class B Common Shares | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 65,000,000 | 65,000,000 |
Common Stock, Shares, Outstanding | 65,000,000 | 65,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 865,838,327 | $ 585,254,527 |
Cost of Sales | (528,469,405) | (364,383,712) |
Gross Profit | 337,368,922 | 220,870,815 |
Operating Expense | ||
Payroll and related expenses | 223,727,942 | 2,630,454 |
Distribution expenses | 985,801 | 268,337 |
Professional Fees | 188,857,470 | 298,768 |
Bank fees and charges | 926,256 | 909,233 |
Depreciation and amortization | 2,886,913 | 5,769,462 |
General and administrative expenses - other | 1,278,898 | 440,415 |
Bad Debt Expenses | 99,247 | 8,698,024 |
Total Operating Expenses | 418,762,527 | 19,014,693 |
Income (loss) from Operations | (81,393,605) | 201,856,122 |
Other (Income) Expenses | ||
Other income | 360,818 | 268,866 |
Recovered debt | 55,428 | 9,454,965 |
Interest Expenses | 0 | (869,968) |
Total Other Income (Expenses) | 416,246 | 8,853,863 |
Income (loss) before tax | (80,977,359) | 210,709,985 |
Taxation | (104,802,090) | (68,739,650) |
Net Income (loss) after Tax | (185,779,449) | 141,970,335 |
Net Income (loss) | (185,779,449) | 141,970,335 |
Other Comprehensive Loss | ||
Translation Adjustment | (43,236,961) | (16,106,101) |
Total Comprehensive Loss attributable to ordinary shareholders of Tingo | $ (229,016,410) | $ 125,864,234 |
Loss per share - Basic | $ (0.21) | $ 3.12 |
Loss per share - Diluted | $ (0.21) | $ (3.12) |
Weighted average number of common shares outstanding - Basic | 1,068,119,444 | 40,306,211 |
Weighted average number of common shares outstanding - Diluted | 1,068,119,444 | 40,306,211 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Common Stock Class A Common shares | Common Stock Class B Common Shares | Additional Paid-in Capital | Accumulated Surplus | Translation Reserve | Total |
Beginning Balances at Dec. 31, 2019 | $ 928,000 | $ 65,000 | $ 508,549 | $ 316,568,435 | $ (16,177,137) | $ 301,892,847 |
Foreign Currency Translation Adjustment | (16,106,101) | (16,106,101) | ||||
Beginning Balances (in shares) at Dec. 31, 2019 | 928,000,000 | 65,000,000 | ||||
Net income (Loss) for the year | 141,970,335 | 141,970,335 | ||||
Ending Balances at Dec. 31, 2020 | $ 928,000 | $ 65,000 | 508,549 | 458,538,770 | (32,283,238) | 427,757,081 |
Ending Balances (in shares) at Dec. 31, 2020 | 928,000,000 | 65,000,000 | ||||
Foreign Currency Translation Adjustment | (43,236,961) | (43,236,961) | ||||
Additional share issuances | $ 100,000 | 100,000 | ||||
Additional share issuances (in shares) | 100,000,000 | |||||
Net income (Loss) for the year | (185,779,449) | (185,779,449) | ||||
Issuance of shares for acquisition of IWeb | $ 7,801 | 3,207,635 | (3,316,865) | (93,472) | (194,901) | |
Issuance of shares for acquisition of IWeb (in shares) | 403,060,211 | |||||
Issuance of shares for services provided | $ 72,840 | 187,787,160 | 187,860,000 | |||
Issuance of shares for services provided (in shares) | 72,840,000 | |||||
Issuance of shares for incentive compensation plan | $ 63,870 | 220,577,130 | 220,641,000 | |||
Issuance of shares for incentive compensation plan (in shares) | 63,870,000 | |||||
Ending Balances at Dec. 31, 2021 | $ 1,172,511 | $ 65,000 | $ 412,080,474 | $ 269,442,456 | $ (75,613,671) | $ 607,146,770 |
Ending Balances (in shares) at Dec. 31, 2021 | 1,205,016,211 | 65,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from operating activities | ||
Net Loss | $ (185,779,449) | $ 141,970,335 |
Adjustments to reconcile net income to cash used in operating activites | ||
Depreciation and amortization | 2,886,913 | 5,769,462 |
Bad Debt Expenses | 99,247 | 8,698,024 |
Stock issued for services | 187,860,000 | |
Stock issued for acquisition - other shares | 100,000 | |
Stock issuances incentive plan | 220,641,000 | |
Increase/Decrease related to | ||
Inventories | (99,332) | 229,293 |
Trade and other receivables | (1,159,062,605) | (46,457,433) |
Prepayments | (984,898,669) | 126,902,136 |
Trade and other payables | 754,795,249 | (207,900,786) |
Deferred income | 1,183,192,133 | |
Value added tax | 71,300,016 | |
Taxes payable | 32,815,793 | 32,524,837 |
Net Cash provided in operating activites | 123,850,296 | 61,735,868 |
Cash flows from investing activities | ||
Acquisition of IWeb | (194,901) | |
Acquisition of assets | (403,947) | |
Acquisition of intangibles | (573,915) | |
Acquisitions of work in progress | (199,274,605) | |
Net Cash used in investing activities | (1,172,763) | (199,274,605) |
Cash flows from financing activities | ||
Net repayments on borrowings | 8,914,701 | |
Net Cash used in financing activities | (8,914,701) | |
Translation Adjustment | (22,512,797) | (13,796,105) |
Net change in cash and cash equivalents | 100,164,736 | (160,249,543) |
Cash and cash equivalents, beginning of the year | 28,202,869 | 188,452,412 |
Cash and cash equivalents, end of the period | 128,367,605 | 28,202,869 |
Supplemental Cash flow information | ||
Cash paid for period for: Taxes | 34,182,976 | |
Cash paid for period for: Interest | $ 869,968 | |
Non-cash disclosures | ||
Stock issued for services | 187,860,000 | |
Issuance of shares for incentive compensation plan | $ (220,641,000) |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Basis of Presentation | |
Description of Business and Basis of Presentation | (1) Description of Business and Basis of Presentation Description of Business Condensed Consolidated Statements of Shareholders’ Equity 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 of December 31, 2021, Tingo had approximately 9.3 million subscribers using its mobile phones and Nwassa payment platform (www.nwassa.com). Nwassa is Africa’s leading digital agriculture ecosystem that empowers rural farmers and agri-businesses by using proprietary technology to enable access to market. Farm produce can be shipped from farms across Africa to any part of the world, in both retail and wholesale quantities. Nwassa’s payment gateway also has an escrow structure that creates trust between buyers and sellers. Our system provides real-time pricing, straight from the farms, eliminating middlemen. Our users’ customers pay for produce bought using available pricing on our platform. Our platform is paperless, verified and matched against a smart contract. Data is efficiently stored on the blockchain. Our platform has created an escrow solution that secures the buyer, funds are not released to our members until fulfilment. The platform also facilitates trade financing, ensuring that banks and other lenders compete to provide credit to our members. Tingo aims to be Africa’s leading Agri-Fintech player that transforms rural farming communities to connect through our proprietary platform to meet their complete needs from inputs, agronomy, off take and marketplace which delivers sustainable income in an impactful way. Additional information about the Company can be obtained from our website at www.tingoinc.com Basis of Presentation Our results of operations for the year ended December 31, 2021 are not necessarily indicative of results that ultimately may be achieved for 2022. The Impact of COVID-19 |
Change in Accounting Treatment
Change in Accounting Treatment | 12 Months Ended |
Dec. 31, 2021 | |
Change in Accounting Treatment | |
Change in Accounting Treatment | (2) Change in Accounting Treatment As disclosed in the Company’s Current Report on Form 8-K filed on June 15, 2022, in preparation for the planned merger of the Company with a wholly owned subsidiary of Nasdaq-listed MICT, Inc., the Company reviewed and considered its accounting treatment of its Acquisition of Tingo Mobile on August 15, 2021. Based on this review, the Company elected to modify its accounting treatment of the Acquisition as a reverse acquisition of the Company by Tingo Mobile instead of as a forward acquisition of Tingo Mobile by the Company as had been previously presented. Accordingly, the financial statements included herein have been prepared in accordance with reverse acquisition accounting rules, and now include the consolidated operating results of Tingo Mobile for the full periods presented, rather than using forward acquisition accounting as had been presented previously, which included the results of Tingo Mobile only from the date of the Acquisition. As part of the adjustment, the Company recorded the following corrections to the prior accounting treatment on the balance sheet: Goodwill $ (3,694,107,417) Capitalized Acquisition Expenses $ (111,360,000) Additional Paid in Capital $ 4,170,398,451 Accumulated Surplus $ (397,390,240) Translation Reserve $ 32,459,205 The Company also recorded expenses of $111,360,000 during 2021 relating to shares issued to service providers in connection with the Acquisition of Tingo Mobile. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | (3) Significant Accounting Policies The following is a summary of significant accounting policies followed by the Company in the preparation of our financial statements: Reverse Acquisition Accounting —We have adopted reverse acquisition accounting methods in connection with the Company’s Acquisition of Tingo Mobile. Accordingly, the consolidated financial statements reflect the results of Tingo Mobile for the periods indicated in this Report. Use of Estimates —The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Although we believe the estimates and assumptions used in preparing these financial statements and related notes are reasonable in light of known facts and circumstances, actual results could differ from those estimates. Earnings Per Share —Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. Pursuant to our 2021 Equity Incentive Plan adopted during the fourth quarter of 2021, in accordance with ASC 260, Earnings Per Share , the unvested shares of restricted stock awarded pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. Classes of Common Stock —The Company has two classes of common stock. Each share of Class A common stock is entitled to one ( 1 ) vote, and is entitled to receive dividends when and if declared by the board of directors out of assets legally available therefor. Each share of Class B common stock is entitled to ten ( 10 ) votes, but carries no dividend, distribution, liquidation, conversion, or economic rights of any kind. Distributable Earnings —The components that make up distributable earnings (accumulated undistributed deficit) on the Consolidated Balance Sheet as of December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 Net Profit (loss) for year $ (185,779,449) $ 141,970,335 Acquisition of the Company (IWeb) (3,316,865) — Accumulated surplus 458,538,770 316,568,435 Accumulated Surplus $ 269,442,456 $ 458,538,770 Accounts Receivable We offer our customers the option to purchase certain wireless devices in installments over a specified period of time and, in many cases, once certain conditions are met, they may be eligible to trade in the original equipment for a new device and have the remaining unpaid balance paid or settled. As of December 31, 2021, all receivables on this arrangement have been collected and balance written off. Impairment of Long-Lived Assets Income Taxes The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At December 31, 2021 and 2020, there were no uncertain tax positions that required accrual. For the year ended December 31, 2021, the Company issued shares of Class A common stock valued at $408.5 million in exchange for services provided by employees, directors, officers and outside parties. As part of this issuance, we recorded a net operating loss on an unconsolidated basis of $297.0 million. The reconciliation of income tax benefit at the U.S. statutory rate of 25% for the period ended December 31, 2021 and 21% for the year ended December 31, 2020, respectively, to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 Percent 2020 Percent Federal statutory rates $ (102,125,250) 25.0 % $ — 21.0 % State income taxes — — — — Permanent differences — — — — Valuation allowance against net deferred tax assets 102,125,250 25.0 % — — Effecitve rate $ — 0.00 % $ — 0.00 % The tax effects of temporary differences that give rise to the Company’s net deferred tax assets for the period ended December 31, 2021 and 2020 are as follows: Deferred Tax Assets December 31, 2021 December 31, 2020 Beginning of period $ — $ — Net Operating Loss 102,125,250 — Valuation Allowance (102,125,250) — Net Deferred Tax Assets $ — $ — Regarding executive compensation in shares of the Company’s Class A common stock, certain of the amounts classified as compensation expense and any income tax benefit related thereto may be disallowed pursuant to Section 162(m) of the Internal Revenue Code. Subject to any such disallowances pursuant to Code Section 162(m), the Company has approximately $408.5 million of net operating losses carried forward to offset taxable income, if any, in future years which expire commencing in fiscal year 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on this assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOL’s because it is more likely than not that all of the deferred tax asset will not be realized as the parent company is not presently income producing. Inventory Prepayments Deferred Income 36 months Leased Assets Measurement and Recognition of Leases as a Lessee of the lease liability, any initial direct expenses incurred by the company, an estimate of any expenses to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The company also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the incremental borrowing rate. The incremental borrowing rate is the estimated rate that the Company would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the company. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance expenses. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a change in the assessment of an option to purchase a leased asset. The revised lease payments are discounted using the incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognized in profit or loss. Payments under leases can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future payments change through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate. Except for where the change in lease payments results from a change in floating interest rates, in which case the discount rate is amended to reflect the change in interest rates. The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in profit or loss. The right-of-use asset is adjusted for all other lease modifications. The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. These leases relate to residential houses for a year. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term. Accounting Pronouncements |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition | |
Revenue Recognition | (3) Revenue Recognition Policy Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: 1. Identification of the promised goods in the contract; 2. Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; 3. Measurement of the transaction price, including the constraint on variable consideration; 4. Allocation of the transaction price to the performance obligations; and 5. Recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. Revenue comprises of the fair value for smart phone devices, services and financial technology solutions.We offer service-only contracts and contracts that bundle equipment used to access the services and/or with other service offerings. Some contracts have fixed terms and others are cancellable on a short-term basis (i.e., month-to-month arrangements). Sources The Company has the following revenue sources: ● Mobile Leasing – customers enter a three-year contract for a fixed monthly rental. The customers are committed for the full term. Our accounting policy is to create and Accounts Receivable for the full value of the contract and a matched Deferred Income credit under Liabilities for the same value. The company recognizes such release to revenue on a monthly basis. ● Call and Data Services – our customers use call and data services at normalized rates which, given the increasing proliferation of wifi connections, even in rural locations, have steadily declined over time. ● Nwassa Services – this is our Agri-Fintech platform powered by the smartphones leased on a three-year term above, known as ‘device as a service’. Revenue is recognized based on fixed percentage of the value of the transaction on the following basis when transactions are executed as follows: ● Agri- Marketplace – percentage of the value of produce trade on Nwassa ● Mobile airtime top up – fixed percentage of value of top-up ● Utilities – fixed percentage of value of transaction ● Mobile Insurance – fixed fee recognized monthly based on contract ● Financial Services (Loans and related services) – fixed referral fee as completed |
Foreign Currency Translation
Foreign Currency Translation | 12 Months Ended |
Dec. 31, 2021 | |
Foreign Currency Translation | |
Foreign Currency Translation | (4) Foreign Currency Translation Functional and presentation currency The exchange rate used for conversion is: December 31, December 31, 2021 2020 Balance Sheet: Nigerian Naira 412.99 379.5 Profit and Loss : Nigerian Naira 396.46 379.5 Foreign currency transactions |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory | |
Inventory | (5) Inventory Inventory on hand consisted of the following: December 31, 2021 December 31, 2020 Spare parts $ 129,823 $ 30,491 Total Inventory $ 129,823 $ 30,491 |
Accounts and Other Receivables
Accounts and Other Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Accounts and Other Receivables | |
Accounts and Other Receivables | (6) Accounts and Other Receivables December 31, 2021 December 31, 2020 Trade and other receivable gross $ 1,400,958,916 $ — Allowance for expected credit loss (42,065) — 1,400,916,851 — Directors current account — 241,953,782 Total Accounts and Other Receivables $ 1,400,917,140 $ 241,953,782 Accounts Receivable— 3 part of 2021. We believe it is a clear demonstration of our ability to maintain subscriber loyalty and reflection of affordability at the price point we offer our subscribers over the three-year leasing period. Management reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, economic conditions, and our historical write-off experience, net of recoveries. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. We recognized bad debt expense of $99,247 and $8,698,024 relating to our receivables in 2021 and 2020, respectively. The allowance for credit loss for the year ended December 31, 2021 and 2020 was $ 42,065 We offer our customers the option to purchase certain wireless devices in installments over a specified period of time and, in many cases, once certain conditions are met, they may be eligible to trade in the original equipment for a new device and have the remaining unpaid balance paid or settled. As of December 31, 2021, all receivables on this arrangement have been collected and the balance has been written off. We have a strong history of mobile leasing to our subscriber base in partnership with our farmers’ cooperatives. Unlike a typical mobile leasing business, we analyze credit risk on these cooperatives and not directly with our 9.3m subscribers. We have history of leasing to the same number of subscribers since 2017, and have a strong collection record where the cooperatives settle the monthly leasing receivables in bulk. The cooperatives manage the interaction and collection from their members and, therefore, we do not undertake direct credit risk with our subscribers. This ‘business to business’ credit model has assured minimal bad debts and late payments, as well as reduced administrative effort needed to collect monthly receivables due over the 36-month contract. Prepayments December 31, 2021 December 31, 2020 Due within one year $ 409,434,667 $ — Over one year: One to two years 409,434,667 — Over two years 166,029,336 — Total Prepayments $ 984,898,669 $ — Prepayments - current portion $ 409,434,667 — Prepayments - non-current portion 575,464,002 — Total Prepayments $ 984,898,669 $ — |
Property, Plant & Equipment
Property, Plant & Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant & Equipment | |
Property, Plant & Equipment | (7) Property, Plant & Equipment Changes in cost, depreciation, and net book value during 2021 were recorded as follows: MOTOR FURNITURE & OFFICE PLANT & SITE LAND BUILDING VEHICLES FITTINGS EQUIPMENT MACHINERY INSTALLATIONS Total $ $ $ $ $ $ $ $ COST January 1, 2021 9,560,176 34,540,253 225,788 65,232 71,899 10,992,230 — 55,455,578 ADDITIONS — — — — — — 191,316,838 207,968,849 Forex translation difference (765,481) (2,765,629) (18,079) (5,223) (5,757) (880,145) — (21,092,324) December 31, 2021 8,794,695 31,774,624 207,709 60,009 66,142 10,112,085 191,316,838 242,332,103 DEPRECIATION January 1, 2021 — 7,256,776 104,655 33,763 57,869 10,960,171 — 18,413,234 CHARGED FOR THE YEAR — 1,654,988 31,493 10,817 9,820 10,753 — 1,717,871 Forex translation difference — (647,305) (9,640) (3,136) (5,027) (896,009) — (1,561,118) December 31, 2021 — 8,264,459 126,507 41,444 62,662 10,092,916 — 18,569,988 NET BOOK VALUE December 31,2020 9,560,176 27,283,477 121,134 31,469 14,030 32,059 — 37,042,344 December 31,2021 8,794,695 23,510,165 81,202 18,565 3,480 19,169 191,316,838 223,762,115 Changes in cost, depreciation, and net book value during 2020 were recorded as follows: MOTOR FURNITURE & OFFICE PLANT & LAND BUILDING VEHICLES FITTINGS EQUIPMENT MACHINERY Total $ $ $ $ $ $ $ COST January 1, 2020 10,087,768 36,446,408 99,783 37,970 74,339 11,561,491 58,307,758 ADDITIONS — — 131,505 29,311 1,451 35,483 197,750 Forex translation difference (527,592) (1,906,155) (5,500) (2,048) (3,891) (604,744) (3,049,931) December 31, 2020 9,560,176 34,540,253 225,788 65,232 71,899 10,992,230 55,455,578 DEPRECIATION January 1, 2020 — 5,834,932 69,704 23,403 45,965 8,687,612 14,661,615 CHARGED FOR THE YEAR — 1,730,713 38,679 11,609 14,338 2,732,767 4,528,106 Forex translation difference — (308,869) (3,728) (1,249) (2,435) (460,207) (776,487) December 31, 2020 — 7,256,776 104,655 33,763 57,869 10,960,171 18,413,234 NET BOOK VALUE January 1,2020 10,087,768 30,611,476 30,079 14,567 28,374 2,873,880 43,646,143 December 31,2020 9,560,176 27,283,477 121,134 31,469 14,030 32,059 37,042,344 Property, plant and equipment are carried at historical value and depreciated over their useful life. All property and equipment with a cost of $5,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Plant and equipment consist of prototypes, software, furniture and equipment, which are depreciated on a straight-line basis over their expected useful lives. Estimated useful lives (years) Buildings 20 Motor Vehicles 5 Furniture & Fittings 5 Office Equipment 5 Plant & Machinery 4 Site Installations 20 Site Installations relates to the capitalization of the Company’s investment in rural fibre network and equipment. Previously, it was classified as Work in Progress and the works were completed as as 31 December 2021. Depreciation on these assets will commence from 1 January 2022. The Total depreciation charge for the years ended December 31, 2021 and 2020 was $1,717,871 and $ 4,528,106, respectively |
Intangible Assets and Work-in-
Intangible Assets and Work-in- Progress | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill, Intangible Assets and Work-in- Progress | |
Goodwill, Intangible Assets and Work-in- Progress | (8) Intangible Assets and Work-in- Progress Intangible Assets 5 $1,187,042 December 31, December 31, 2021 2020 Cost As at 1 January, 2021 $ 6,193,507 $ 6,535,305 Additions — — Forex translation difference (495,912) (341,798) As at 31 December, 2021 $ 5,697,995 $ 6,193,507 Amortization As at 1 January, 2021 $ 3,138,446 $ 2,004,585 Charge for the year 1,187,042 1,241,356 Forex translation difference (298,817) (107,495) As at 31 December, 2021 4,026,671 3,138,446 Carrying Amount $ 1,670,924 $ 3,055,061 Work -in-Progress December 31, 2021 December 31, 2020 January 1, 2021 $ 207,968,849 $ 8,694,244 Additions — 200,157,284 Transfer to Capitalization – Site Installations (191,316,838) — Forex translation difference (16,652,011) (882,679) Closing balance - December 31, 2021 $ — $ 207,968,849 |
Liquidity and Financing Arrange
Liquidity and Financing Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity and Financing Arrangements | |
Liquidity and Financing Arrangements | (9) Liquidity and Financing Arrangements Liquidity Cash and Cash Equivalents Short-term Loans |
Current and Non-Current Liabili
Current and Non-Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Current and Non-Current Liabilities | |
Current and Non-Current Liabilities | (10) Accounts Payable and Accruals December 31, 2021 December 31, 2020 Trade payable $ 754,709,170 $ — Audit fee payable — 40,915 Other Payables 126,994 — $ 754,836,164 $ 40,915 Trade Payables Deferred Income 3 December 31, 2021 2020 Due within one year $ 492,269,333 $ — Over one year One to two years 492,269,333 — Over two years 198,653,466 — Total Deferred income $ 1,183,192,133 $ — Deferred income - current portion 492,269,333 — Deferred income - non-current portion 690,922,799 — Total Deferred income $ 1,183,192,133 $ — VAT December 31, 2021 2020 Due within one year $ 38,190,992 $ 20,493,802 Over one year One to two years 38,190,992 — Over two years 15,411,833 — Total Value added tax $ 91,793,818 $ 20,493,802 Value added tax - current portion 38,190,992 20,493,802 Value added tax - non-current portion 53,602,826 — Total Value added tax $ 91,793,818 $ 20,493,802 |
Taxation and Deferred Tax
Taxation and Deferred Tax | 12 Months Ended |
Dec. 31, 2021 | |
Taxation and Deferred Tax | |
Taxation and Deferred Tax | ( Taxation and Deferred Tax The provision for income tax consists of the following components at December 31, 2021 and 2020: December 31, 2021 2020 Income tax $ 104,802,090 $ 68,739,650 Current Tax $ 104,802,090 $ 68,739,650 The significant components of our tax liabilities as of December 31, 2021 and 2020, are summarized below: December 31, 2021 2020 Current Tax Liabilities Beginning of period $ 67,601,594 $ 35,992,292 Charge for the period 104,802,090 68,739,650 172,403,684 104,731,942 Paid during the period (62,946,048) (34,182,976) Forex translation difference (8,851,284) (2,947,372) Total Current Tax Liabilites $ 100,606,352 $ 67,601,594 The significant components of our deferred tax liabilities as of December 31, 2021, 2020, and 2019 are summarized below: December 31, 2021 2020 Deferred Tax Beginning of period $ 2,360,004 $ 1,444,469 Change for the period — 993,204 Forex translation difference (188,965) (77,669) Total Deferred Tax Liabilities $ 2,171,039 $ 2,360,004 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | (12) Subsequent Events Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting there were no subsequent events. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Reverse Acquisition Accounting | Reverse Acquisition Accounting —We have adopted reverse acquisition accounting methods in connection with the Company’s Acquisition of Tingo Mobile. Accordingly, the consolidated financial statements reflect the results of Tingo Mobile for the periods indicated in this Report. |
Use of Estimates | Use of Estimates —The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Although we believe the estimates and assumptions used in preparing these financial statements and related notes are reasonable in light of known facts and circumstances, actual results could differ from those estimates. |
Earnings Per Share | Earnings Per Share —Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. Pursuant to our 2021 Equity Incentive Plan adopted during the fourth quarter of 2021, in accordance with ASC 260, Earnings Per Share , the unvested shares of restricted stock awarded pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. |
Classes of Common Stock | Classes of Common Stock —The Company has two classes of common stock. Each share of Class A common stock is entitled to one ( 1 ) vote, and is entitled to receive dividends when and if declared by the board of directors out of assets legally available therefor. Each share of Class B common stock is entitled to ten ( 10 ) votes, but carries no dividend, distribution, liquidation, conversion, or economic rights of any kind. |
Distributable Earnings | Distributable Earnings —The components that make up distributable earnings (accumulated undistributed deficit) on the Consolidated Balance Sheet as of December 31, 2021 and 2020 are as follows: December 31, 2021 December 31, 2020 Net Profit (loss) for year $ (185,779,449) $ 141,970,335 Acquisition of the Company (IWeb) (3,316,865) — Accumulated surplus 458,538,770 316,568,435 Accumulated Surplus $ 269,442,456 $ 458,538,770 |
Accounts Receivable | Accounts Receivable We offer our customers the option to purchase certain wireless devices in installments over a specified period of time and, in many cases, once certain conditions are met, they may be eligible to trade in the original equipment for a new device and have the remaining unpaid balance paid or settled. As of December 31, 2021, all receivables on this arrangement have been collected and balance written off. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets |
Income Taxes | Income Taxes The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At December 31, 2021 and 2020, there were no uncertain tax positions that required accrual. For the year ended December 31, 2021, the Company issued shares of Class A common stock valued at $408.5 million in exchange for services provided by employees, directors, officers and outside parties. As part of this issuance, we recorded a net operating loss on an unconsolidated basis of $297.0 million. The reconciliation of income tax benefit at the U.S. statutory rate of 25% for the period ended December 31, 2021 and 21% for the year ended December 31, 2020, respectively, to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 Percent 2020 Percent Federal statutory rates $ (102,125,250) 25.0 % $ — 21.0 % State income taxes — — — — Permanent differences — — — — Valuation allowance against net deferred tax assets 102,125,250 25.0 % — — Effecitve rate $ — 0.00 % $ — 0.00 % The tax effects of temporary differences that give rise to the Company’s net deferred tax assets for the period ended December 31, 2021 and 2020 are as follows: Deferred Tax Assets December 31, 2021 December 31, 2020 Beginning of period $ — $ — Net Operating Loss 102,125,250 — Valuation Allowance (102,125,250) — Net Deferred Tax Assets $ — $ — Regarding executive compensation in shares of the Company’s Class A common stock, certain of the amounts classified as compensation expense and any income tax benefit related thereto may be disallowed pursuant to Section 162(m) of the Internal Revenue Code. Subject to any such disallowances pursuant to Code Section 162(m), the Company has approximately $408.5 million of net operating losses carried forward to offset taxable income, if any, in future years which expire commencing in fiscal year 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on this assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOL’s because it is more likely than not that all of the deferred tax asset will not be realized as the parent company is not presently income producing. |
Inventory | Inventory |
Prepayments | Prepayments |
Deferred Income | Deferred Income 36 months |
Leased Assets | Leased Assets Measurement and Recognition of Leases as a Lessee of the lease liability, any initial direct expenses incurred by the company, an estimate of any expenses to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The company also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the incremental borrowing rate. The incremental borrowing rate is the estimated rate that the Company would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the company. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance expenses. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a change in the assessment of an option to purchase a leased asset. The revised lease payments are discounted using the incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognized in profit or loss. Payments under leases can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future payments change through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate. Except for where the change in lease payments results from a change in floating interest rates, in which case the discount rate is amended to reflect the change in interest rates. The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in profit or loss. The right-of-use asset is adjusted for all other lease modifications. The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. These leases relate to residential houses for a year. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in profit or loss on a straight-line basis over the lease term. |
Accounting Pronouncements | Accounting Pronouncements |
Change in Accounting Treatment
Change in Accounting Treatment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Change in Accounting Treatment | |
Schedule of corrections to the prior accounting treatment on the balance sheet | Goodwill $ (3,694,107,417) Capitalized Acquisition Expenses $ (111,360,000) Additional Paid in Capital $ 4,170,398,451 Accumulated Surplus $ (397,390,240) Translation Reserve $ 32,459,205 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Schedule accumulated undistributed deficit | December 31, 2021 December 31, 2020 Net Profit (loss) for year $ (185,779,449) $ 141,970,335 Acquisition of the Company (IWeb) (3,316,865) — Accumulated surplus 458,538,770 316,568,435 Accumulated Surplus $ 269,442,456 $ 458,538,770 |
Summary of reconciliation of the federal income tax rate to the Company's effective tax rate | Year Ended December 31, 2021 Percent 2020 Percent Federal statutory rates $ (102,125,250) 25.0 % $ — 21.0 % State income taxes — — — — Permanent differences — — — — Valuation allowance against net deferred tax assets 102,125,250 25.0 % — — Effecitve rate $ — 0.00 % $ — 0.00 % |
Schedule of components of Company's net deferred tax assets | Deferred Tax Assets December 31, 2021 December 31, 2020 Beginning of period $ — $ — Net Operating Loss 102,125,250 — Valuation Allowance (102,125,250) — Net Deferred Tax Assets $ — $ — |
Foreign Currency Translation (T
Foreign Currency Translation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Foreign Currency Translation | |
Schedule of exchange rate | December 31, December 31, 2021 2020 Balance Sheet: Nigerian Naira 412.99 379.5 Profit and Loss : Nigerian Naira 396.46 379.5 |
Inventory (Tables )
Inventory (Tables ) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory | |
Summary of inventory | December 31, 2021 December 31, 2020 Spare parts $ 129,823 $ 30,491 Total Inventory $ 129,823 $ 30,491 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts and Other Receivables | |
Summary of accounts and other receivables | December 31, 2021 December 31, 2020 Trade and other receivable gross $ 1,400,958,916 $ — Allowance for expected credit loss (42,065) — 1,400,916,851 — Directors current account — 241,953,782 Total Accounts and Other Receivables $ 1,400,917,140 $ 241,953,782 |
Schedule of Aging of the Prepayments balance | December 31, 2021 December 31, 2020 Due within one year $ 409,434,667 $ — Over one year: One to two years 409,434,667 — Over two years 166,029,336 — Total Prepayments $ 984,898,669 $ — Prepayments - current portion $ 409,434,667 — Prepayments - non-current portion 575,464,002 — Total Prepayments $ 984,898,669 $ — |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant & Equipment | |
Schedule of property, plant and equipment, net | Changes in cost, depreciation, and net book value during 2021 were recorded as follows: MOTOR FURNITURE & OFFICE PLANT & SITE LAND BUILDING VEHICLES FITTINGS EQUIPMENT MACHINERY INSTALLATIONS Total $ $ $ $ $ $ $ $ COST January 1, 2021 9,560,176 34,540,253 225,788 65,232 71,899 10,992,230 — 55,455,578 ADDITIONS — — — — — — 191,316,838 207,968,849 Forex translation difference (765,481) (2,765,629) (18,079) (5,223) (5,757) (880,145) — (21,092,324) December 31, 2021 8,794,695 31,774,624 207,709 60,009 66,142 10,112,085 191,316,838 242,332,103 DEPRECIATION January 1, 2021 — 7,256,776 104,655 33,763 57,869 10,960,171 — 18,413,234 CHARGED FOR THE YEAR — 1,654,988 31,493 10,817 9,820 10,753 — 1,717,871 Forex translation difference — (647,305) (9,640) (3,136) (5,027) (896,009) — (1,561,118) December 31, 2021 — 8,264,459 126,507 41,444 62,662 10,092,916 — 18,569,988 NET BOOK VALUE December 31,2020 9,560,176 27,283,477 121,134 31,469 14,030 32,059 — 37,042,344 December 31,2021 8,794,695 23,510,165 81,202 18,565 3,480 19,169 191,316,838 223,762,115 Changes in cost, depreciation, and net book value during 2020 were recorded as follows: MOTOR FURNITURE & OFFICE PLANT & LAND BUILDING VEHICLES FITTINGS EQUIPMENT MACHINERY Total $ $ $ $ $ $ $ COST January 1, 2020 10,087,768 36,446,408 99,783 37,970 74,339 11,561,491 58,307,758 ADDITIONS — — 131,505 29,311 1,451 35,483 197,750 Forex translation difference (527,592) (1,906,155) (5,500) (2,048) (3,891) (604,744) (3,049,931) December 31, 2020 9,560,176 34,540,253 225,788 65,232 71,899 10,992,230 55,455,578 DEPRECIATION January 1, 2020 — 5,834,932 69,704 23,403 45,965 8,687,612 14,661,615 CHARGED FOR THE YEAR — 1,730,713 38,679 11,609 14,338 2,732,767 4,528,106 Forex translation difference — (308,869) (3,728) (1,249) (2,435) (460,207) (776,487) December 31, 2020 — 7,256,776 104,655 33,763 57,869 10,960,171 18,413,234 NET BOOK VALUE January 1,2020 10,087,768 30,611,476 30,079 14,567 28,374 2,873,880 43,646,143 December 31,2020 9,560,176 27,283,477 121,134 31,469 14,030 32,059 37,042,344 |
Property Plant And Equipment Useful Life | Estimated useful lives (years) Buildings 20 Motor Vehicles 5 Furniture & Fittings 5 Office Equipment 5 Plant & Machinery 4 Site Installations 20 |
Intangible Assets and Work-in_2
Intangible Assets and Work-in- Progress (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill, Intangible Assets and Work-in- Progress | |
Summary of intangible Assets | December 31, December 31, 2021 2020 Cost As at 1 January, 2021 $ 6,193,507 $ 6,535,305 Additions — — Forex translation difference (495,912) (341,798) As at 31 December, 2021 $ 5,697,995 $ 6,193,507 Amortization As at 1 January, 2021 $ 3,138,446 $ 2,004,585 Charge for the year 1,187,042 1,241,356 Forex translation difference (298,817) (107,495) As at 31 December, 2021 4,026,671 3,138,446 Carrying Amount $ 1,670,924 $ 3,055,061 |
Summary of work-in-progress | December 31, 2021 December 31, 2020 January 1, 2021 $ 207,968,849 $ 8,694,244 Additions — 200,157,284 Transfer to Capitalization – Site Installations (191,316,838) — Forex translation difference (16,652,011) (882,679) Closing balance - December 31, 2021 $ — $ 207,968,849 |
Current and Non-Current Liabi_2
Current and Non-Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Current and Non-Current Liabilities | |
Summary of accounts payable and accruals | Accounts Payable and Accruals December 31, 2021 December 31, 2020 Trade payable $ 754,709,170 $ — Audit fee payable — 40,915 Other Payables 126,994 — $ 754,836,164 $ 40,915 |
Summary of deferred income | December 31, 2021 2020 Due within one year $ 492,269,333 $ — Over one year One to two years 492,269,333 — Over two years 198,653,466 — Total Deferred income $ 1,183,192,133 $ — Deferred income - current portion 492,269,333 — Deferred income - non-current portion 690,922,799 — Total Deferred income $ 1,183,192,133 $ — |
Summary of value added tax | December 31, 2021 2020 Due within one year $ 38,190,992 $ 20,493,802 Over one year One to two years 38,190,992 — Over two years 15,411,833 — Total Value added tax $ 91,793,818 $ 20,493,802 Value added tax - current portion 38,190,992 20,493,802 Value added tax - non-current portion 53,602,826 — Total Value added tax $ 91,793,818 $ 20,493,802 |
Taxation and Deferred Tax (Tabl
Taxation and Deferred Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Taxation and Deferred Tax | |
Summary of provision for income tax | December 31, 2021 2020 Income tax $ 104,802,090 $ 68,739,650 Current Tax $ 104,802,090 $ 68,739,650 |
Summary of significant components of the tax liabilities | December 31, 2021 2020 Current Tax Liabilities Beginning of period $ 67,601,594 $ 35,992,292 Charge for the period 104,802,090 68,739,650 172,403,684 104,731,942 Paid during the period (62,946,048) (34,182,976) Forex translation difference (8,851,284) (2,947,372) Total Current Tax Liabilites $ 100,606,352 $ 67,601,594 |
Summary of significant components of the deferred tax liabilities | December 31, 2021 2020 Deferred Tax Beginning of period $ 2,360,004 $ 1,444,469 Change for the period — 993,204 Forex translation difference (188,965) (77,669) Total Deferred Tax Liabilities $ 2,171,039 $ 2,360,004 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | 12 Months Ended | |||
Dec. 31, 2021 USD ($) | Aug. 15, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Description of Business and Basis of Presentation | ||||
Number of subscribers using mobile phones and Nwassa payment platform | 9,300,000 | |||
Attributed net equity | $ 607,146,770 | $ 3,200,000 | $ 427,757,081 | $ 301,892,847 |
Change in Accounting Treatmen_2
Change in Accounting Treatment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Additional paid-in-capital | $ 412,080,474 | $ 508,549 |
Accumulated Surplus (deficit) | 269,442,456 | 458,538,770 |
Translation Reserve | (75,613,671) | $ (32,283,238) |
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Goodwill | (3,694,107,417) | |
Capitalized Acquisition Expenses | (111,360,000) | |
Additional paid-in-capital | 4,170,398,451 | |
Accumulated Surplus (deficit) | (397,390,240) | |
Translation Reserve | $ 32,459,205 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | ||
Leasing term of mobile phones | 3 years | |
Bad debt expense | $ 99,247 | $ 8,698,024 |
Operating Loss Carryforwards | 408,500,000 | |
Proceeds From Issuance Of Stock For Services | 408,500,000 | |
Operating Income (Loss) As A Part Of Issuance Of Shares | $ 297,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Net loss per share of common stock (Details) | 12 Months Ended | |
Dec. 31, 2021 USD ($) Vote | Dec. 31, 2020 USD ($) | |
Net Profit(loss) for year | $ (185,779,449) | $ (658,519) |
Acquisition of the Company (IWeb) | (3,316,865) | |
Accumulated surplus | 458,538,770 | 316,568,435 |
Accumulated Surplus (deficit) | $ 269,442,456 | $ 458,538,770 |
Class A Common shares | ||
Number of classes of common stock | Vote | 1 | |
Class B Common Shares | ||
Number of votes per common stock | Vote | 10 |
Significant Accounting Polici_6
Significant Accounting Policies - Company's effective tax rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies | ||
Federal statutory rates | $ (102,125,250) | |
Federal statutory rates (Percentage) | 25% | 21% |
Valuation allowance against net deferred tax assets | $ 102,125,250 | |
Valuation allowance against net deferred tax assets (Percentage) | 25% | |
Effecitve rate (Percent) | 0% | 0% |
Significant Accounting Polici_7
Significant Accounting Policies - Company's net deferred tax assets (Details) | Dec. 31, 2021 USD ($) |
Significant Accounting Policies | |
Net Operating Loss | $ 102,125,250 |
Valuation Allowance | $ (102,125,250) |
Significant Accounting Polici_8
Significant Accounting Policies - Leased Assets - (Details) | Dec. 31, 2021 |
Leasing term | 3 years |
Maximum | Rental contracts for offices | |
Leasing term | 10 years |
Maximum | Lease terms for office fixtures and equipment | |
Leasing term | 10 years |
Minimum | Rental contracts for offices | |
Leasing term | 1 year |
Minimum | Lease terms for office fixtures and equipment | |
Leasing term | 1 year |
Revenue Recognition (Details)
Revenue Recognition (Details) | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | |
Leasing term of mobile phones | 3 years |
Mobile Leasing | |
Disaggregation of Revenue [Line Items] | |
Leasing term of mobile phones | 3 years |
NWASSA Services | |
Disaggregation of Revenue [Line Items] | |
Leasing term of mobile phones | 3 years |
Foreign Currency Translation (D
Foreign Currency Translation (Details) - Nigeria, Nairas | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intercompany Foreign Currency Balance [Line Items] | ||
Exchange rate used for conversion in balance sheet | 412.99 | 379.5 |
Exchange rate used for conversion in profit and loss | 396.46 | 379.5 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory | ||
Spare parts | $ 129,823 | $ 30,491 |
Total inventory | $ 129,823 | $ 30,491 |
Accounts and Other Receivable_2
Accounts and Other Receivables (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts and Other Receivables | ||
Trade and other receivable gross | $ 1,400,958,916 | |
Allowance for expected credit loss | 42,065 | $ 0 |
Financing Receivable, after Allowance for Credit Loss, Current | 1,400,916,851 | |
Directors current account | 0 | 241,953,782 |
Accounts receivable | $ 1,400,917,140 | $ 241,953,782 |
Accounts and Other Receivable_3
Accounts and Other Receivables - The aging of the Prepayments balance (Details) | Dec. 31, 2021 USD ($) |
Accounts and Other Receivables | |
Lessee, Operating Lease, Term of Contract | 3 years |
Due within one year | $ 409,434,667 |
Over one year: | |
One to two years | 409,434,667 |
Over two years | 166,029,336 |
Total Prepayments | 984,898,669 |
Prepayments current and non current | |
Prepayments - current portion | 409,434,667 |
Prepayments - non-current portion | 575,464,002 |
Total Prepayments | $ 984,898,669 |
Accounts and Other Receivable_4
Accounts and Other Receivables - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Leasing term | 3 years | |
Number of subscribers using mobile phones and Nwassa payment platform | 9,300,000 | |
Bad debt expense | $ 99,247 | $ 8,698,024 |
Allowance for expected credit loss | $ 42,065 | $ 0 |
Property, Plant & Equipment (De
Property, Plant & Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
COST | |||
Balance at the beginning | $ 55,455,578 | $ 58,307,758 | |
ADDITIONS | 207,968,849 | 197,750 | |
Forex translation difference | (21,092,324) | (3,049,931) | |
Balance at the end | 242,332,103 | 55,455,578 | |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | |||
Balance at the beginning | 18,413,234 | 14,661,615 | |
CHARGED FOR THE YEAR | 1,717,871 | 4,528,106 | |
Forex translation difference | (1,561,118) | (776,487) | |
Balance at the end | 18,569,988 | 18,413,234 | |
NET BOOK VALUE | 223,762,115 | 37,042,344 | $ 43,646,143 |
LAND | |||
COST | |||
Balance at the beginning | 9,560,176 | 10,087,768 | |
ADDITIONS | 0 | ||
Forex translation difference | (765,481) | (527,592) | |
Balance at the end | 8,794,695 | 9,560,176 | |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | |||
NET BOOK VALUE | 8,794,695 | 9,560,176 | 10,087,768 |
BUILDING | |||
COST | |||
Balance at the beginning | 34,540,253 | 36,446,408 | |
ADDITIONS | 0 | ||
Forex translation difference | (2,765,629) | (1,906,155) | |
Balance at the end | 31,774,624 | 34,540,253 | |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | |||
Balance at the beginning | 7,256,776 | 5,834,932 | |
CHARGED FOR THE YEAR | 1,654,988 | 1,730,713 | |
Forex translation difference | (647,305) | (308,869) | |
Balance at the end | 8,264,459 | 7,256,776 | |
NET BOOK VALUE | 23,510,165 | 27,283,477 | 30,611,476 |
MOTOR VEHICLES | |||
COST | |||
Balance at the beginning | 225,788 | 99,783 | |
ADDITIONS | 0 | 131,505 | |
Forex translation difference | (18,079) | (5,500) | |
Balance at the end | 207,709 | 225,788 | |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | |||
Balance at the beginning | 104,655 | 69,704 | |
CHARGED FOR THE YEAR | 31,493 | 38,679 | |
Forex translation difference | (9,640) | (3,728) | |
Balance at the end | 126,507 | 104,655 | |
NET BOOK VALUE | 81,202 | 121,134 | 30,079 |
FURNITURE & FITTINGS | |||
COST | |||
Balance at the beginning | 65,232 | 37,970 | |
ADDITIONS | 0 | 29,311 | |
Forex translation difference | (5,223) | (2,048) | |
Balance at the end | 60,009 | 65,232 | |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | |||
Balance at the beginning | 33,763 | 23,403 | |
CHARGED FOR THE YEAR | 10,817 | 11,609 | |
Forex translation difference | (3,136) | (1,249) | |
Balance at the end | 41,444 | 33,763 | |
NET BOOK VALUE | 18,565 | 31,469 | 14,567 |
Office and computer equipment | |||
COST | |||
Balance at the beginning | 71,899 | 74,339 | |
ADDITIONS | 0 | 1,451 | |
Forex translation difference | (5,757) | (3,891) | |
Balance at the end | 66,142 | 71,899 | |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | |||
Balance at the beginning | 57,869 | 45,965 | |
CHARGED FOR THE YEAR | 9,820 | 14,338 | |
Forex translation difference | (5,027) | (2,435) | |
Balance at the end | 62,662 | 57,869 | |
NET BOOK VALUE | 3,480 | 14,030 | 28,374 |
PLANT & MACHINERY | |||
COST | |||
Balance at the beginning | 10,992,230 | 11,561,491 | |
ADDITIONS | 0 | 35,483 | |
Forex translation difference | (880,145) | (604,744) | |
Balance at the end | 10,112,085 | 10,992,230 | |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | |||
Balance at the beginning | 10,960,171 | 8,687,612 | |
CHARGED FOR THE YEAR | 10,753 | 2,732,767 | |
Forex translation difference | (896,009) | (460,207) | |
Balance at the end | 10,092,916 | 10,960,171 | |
NET BOOK VALUE | 19,169 | $ 32,059 | $ 2,873,880 |
Site Installations | |||
COST | |||
ADDITIONS | 191,316,838 | ||
Balance at the end | 191,316,838 | ||
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | |||
NET BOOK VALUE | $ 191,316,838 |
Property, Plant & Equipment - E
Property, Plant & Equipment - Expected useful lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
BUILDING | |
Estimated useful lives (years) | 20 years |
MOTOR VEHICLES | |
Estimated useful lives (years) | 5 years |
FURNITURE & FITTINGS | |
Estimated useful lives (years) | 5 years |
Office and computer equipment | |
Estimated useful lives (years) | 5 years |
PLANT & MACHINERY | |
Estimated useful lives (years) | 4 years |
Site Installations | |
Estimated useful lives (years) | 20 years |
Property, Plant & Equipment - N
Property, Plant & Equipment - Net Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total Costs | $ 242,332,103 | $ 55,455,578 | $ 58,307,758 |
Less: Accumulated depreciation | (18,569,988) | (18,413,234) | (14,661,615) |
Office and computer equipment | |||
Total Costs | 66,142 | 71,899 | 74,339 |
Less: Accumulated depreciation | $ (62,662) | $ (57,869) | $ (45,965) |
Property, Plant & Equipment - A
Property, Plant & Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant & Equipment | ||
Property and equipment with a cost | $ 5,000 | |
Depreciation charge | $ 1,717,871 | $ 4,528,106 |
Intangible Assets and Work-in_3
Intangible Assets and Work-in- Progress - Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Aug. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill, Intangible Assets and Work-in- Progress | |||
Amortization period | 5 years | ||
Capitalized costs incurred | $ 0 | ||
Amortization of intangible assets | $ 145,021 | $ 1,187,042 | $ 1,241,356 |
Intangible Assets and Work-in_4
Intangible Assets and Work-in- Progress - Intangible Assets Additional (Details) - USD ($) | 12 Months Ended | ||
Aug. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cost | |||
At the beginning | $ 6,193,507 | $ 6,535,305 | |
Forex translation difference | (495,912) | (341,798) | |
At the end | 5,697,995 | 6,193,507 | |
Amortization | |||
At the beginning | 3,138,446 | 2,004,585 | |
Charge for the year | $ 145,021 | 1,187,042 | 1,241,356 |
Forex translation difference | (298,817) | (107,495) | |
At the end | 4,026,671 | 3,138,446 | |
Carrying amount | $ 1,670,924 | $ 3,055,061 |
Intangible Assets and Work-in_5
Intangible Assets and Work-in- Progress - Additional (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Work in progress at the beginning | $ 207,968,849 | $ 8,694,244 |
Additions | 200,157,284 | |
Forex translation difference | (16,652,011) | (882,679) |
Work in progress at the end | $ 207,968,849 | |
Site Installations | ||
Transfer to Capitalization - Site Installations | $ (191,316,838) |
Liquidity and Financing Arran_2
Liquidity and Financing Arrangements (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Liquidity and Financing Arrangements | ||
Cash and cash equivalents | $ 128,367,605 | $ 28,202,869 |
Short term loans | $ 0 | $ 0 |
Current and Non-Current Liabi_3
Current and Non-Current Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Payable and Accruals | ||
Trade payable | $ 754,709,170 | $ 0 |
Other Payables | 126,994 | |
Audit fee payable | 40,915 | |
Accounts Payable and accruals | $ 754,836,164 | $ 40,915 |
Current and Non-Current Liabi_4
Current and Non-Current Liabilities - Current and non-current liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current and Non-Current Liabilities | ||
Leasing term | 3 years | |
Deferred Income | ||
Due within one year | $ 492,269,333 | |
Over one year | ||
One to two years | 492,269,333 | |
Over two years | 198,653,466 | |
Total Deferred income | 1,183,192,133 | $ 0 |
Deferred income - current portion | 492,269,333 | |
Deferred income - non-current portion | 690,922,799 | |
Total Deferred income | $ 1,183,192,133 | $ 0 |
Current and Non-Current Liabi_5
Current and Non-Current Liabilities - Mobile phone leasing contracts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current and Non-Current Liabilities | ||
VAT liability rate | 7.50% | |
Due within one year | $ 38,190,992 | $ 20,493,802 |
Over one year | ||
One to two years | 38,190,992 | |
Over two years | 15,411,833 | |
Total Value added tax | 91,793,818 | 20,493,802 |
Value added tax - current portion | 38,190,992 | 20,493,802 |
Value added tax - non-current portion | 53,602,826 | |
Total Value added tax | $ 91,793,818 | $ 20,493,802 |
Taxation and Deferred Tax (Deta
Taxation and Deferred Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Provision for income tax | ||
Income tax | $ 104,802,090 | $ 68,739,650 |
Current Tax | $ 104,802,090 | $ 68,739,650 |
Taxation and Deferred Tax - sig
Taxation and Deferred Tax - significant components of the tax liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accrued Income Taxes | ||
Beginning of period | $ 67,601,594 | $ 35,992,292 |
Charge for the period | 104,802,090 | 68,739,650 |
Accrued Income Taxes And Current Year Taxes | 172,403,684 | 104,731,942 |
Paid during the period | (62,946,048) | (34,182,976) |
Forex translation difference | (8,851,284) | (2,947,372) |
Total Current Tax Liabilites | $ 100,606,352 | $ 67,601,594 |
Taxation and Deferred Tax - s_2
Taxation and Deferred Tax - significant components of the deferred tax liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax | ||
Beginning of period | $ 2,360,004 | $ 1,444,469 |
Change for the period | 993,204 | |
Forex translation difference | (188,965) | (77,669) |
Total Deferred Tax Liabilities | $ 2,171,039 | $ 2,360,004 |