Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q/A | |
Amendment Description | Amendment No. 1 | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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(b) Security | Class A Common Stock, $0.001 par value per share | |
Trading Symbol | IWBB | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,227,516,211 | |
Entity Central Index Key | 0001648365 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | true | |
Entity Tax Identification Number | 83-0549737 | |
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and Cash Equivalents | $ 25,346,663 | $ 128,367,605 |
Accounts and Other Receivables | 1,134,689,160 | 1,400,917,140 |
Inventory | 103,218 | 123,823 |
Prepayments - current portion | 403,801,148 | 409,434,667 |
Total Current Assets | 1,563,940,189 | 1,938,849,235 |
Non-Current Assets | ||
Prepayments - non-current portion | 473,679,483 | 575,464,002 |
Property, plant and equipment, net | 217,099,642 | 223,762,115 |
Intangible Assets | 1,376,942 | 1,670,924 |
Total non-current assets | 692,156,067 | 800,897,041 |
Total Assets | 2,256,096,256 | 2,739,746,276 |
Current Liabilities | ||
Accounts Payable and accruals | 270,935,582 | 754,836,164 |
Deferred income - current portion | 485,496,071 | 492,269,333 |
Value added tax - current portion | 37,809,831 | 38,190,992 |
Tax Liability | 138,456,513 | 100,606,352 |
Total current liabilities | 932,697,997 | 1,385,902,842 |
Non-current liabilities | ||
Deferred income - non-current portion | 568,552,116 | 690,922,799 |
Value added tax - non-current portion | 44,278,133 | 53,602,826 |
Deferred Tax | 4,326,714 | 2,171,039 |
Total non- current liabilities | 617,156,963 | 746,696,664 |
Total Liabilities | 1,549,854,960 | 2,132,599,506 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholder's Equity | ||
Additional paid-in-capital | 467,070,474 | 412,080,474 |
Accumulated Surplus | 296,432,544 | 269,442,456 |
Translation Reserve | (58,509,233) | (75,613,671) |
Total Stockholders Equity | 706,241,296 | 607,146,770 |
Total Liabilities and Stockholders Equity | 2,256,096,256 | 2,739,746,276 |
Class A Common shares | ||
Stockholder's Equity | ||
Common stock value | 1,182,511 | 1,172,511 |
Class B Common Shares | ||
Stockholder's Equity | ||
Common stock value | $ 65,000 | $ 65,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class A Common shares | ||
Common Stock, Shares Authorized | 1,250,000,000 | 1,250,000,000 |
Common Stock, Shares, Issued | 1,215,016,211 | 1,205,016,211 |
Common Stock, Shares, Outstanding | 1,215,016,211 | 1,205,016,211 |
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Revenues | $ 257,057,519 | $ 45,238,125 |
Cost of Revenues | (103,782,685) | (2,511,941) |
Gross Profit | 153,274,834 | 42,726,184 |
Operating Expense | ||
Payroll and related expenses | 24,987,746 | 690,696 |
Distribution expenses | 221,187 | 104,573 |
Professional Fees | 55,524,912 | 315,434 |
Bank fees and charges | 636,047 | 62,824 |
Depreciation and amortization | 5,494,094 | 740,616 |
General and administrative expenses - other | 860,331 | 189,167 |
Bad Debt Expenses | 47,398 | |
Total Operating Expenses | 87,771,715 | 2,103,310 |
Income from Operations | 65,503,119 | 40,622,874 |
Other Income (Expenses) | ||
Other income | 185,798 | 59,721 |
Total Other (Income) Expenses | 185,798 | 59,721 |
Income before tax | 65,688,917 | 40,682,595 |
Taxation | (38,698,829) | (13,018,431) |
Net Income after Tax | 26,990,088 | 27,664,164 |
Net Income attributable to ordinary stockholders of Tingo, Inc. | 26,990,088 | 27,664,164 |
Other Comprehensive Income (Loss) | ||
Translation Adjustment | 17,104,438 | (10,809,240) |
Total Comprehensive Income | $ 44,094,526 | $ 16,854,924 |
Income (Loss) per share - Basic | $ 0.04 | $ 0.42 |
Income (Loss) per share - Diluted | $ 0.04 | $ 0.42 |
Weighted average number of common shares outstanding - Basic | 1,214,793,989 | 40,306,211 |
Weighted average number of common shares outstanding - Diluted | 1,214,793,989 | 40,306,211 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED 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, 2020 | $ 928,000 | $ 65,000 | $ 508,549 | $ 458,538,770 | $ (32,283,238) | $ 427,757,081 |
Beginning Balances (in shares) at Dec. 31, 2020 | 928,000,000 | 65,000,000 | ||||
Net income for the quarter ended | 27,664,164 | 27,664,164 | ||||
Foreign Currency Translation Adjustment | (10,809,240) | (10,809,240) | ||||
Ending Balances at Mar. 31, 2021 | $ 928,000 | $ 65,000 | 508,549 | 486,202,934 | (43,092,478) | 444,612,005 |
Ending Balances (in shares) at Mar. 31, 2021 | 928,000,000 | 65,000,000 | ||||
Beginning Balances at Dec. 31, 2020 | $ 928,000 | $ 65,000 | 508,549 | 458,538,770 | (32,283,238) | 427,757,081 |
Beginning Balances (in shares) at Dec. 31, 2020 | 928,000,000 | 65,000,000 | ||||
Net income for the quarter ended | (186,698,484) | |||||
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 | ||||
Net income for the quarter ended | 26,990,088 | 26,990,088 | ||||
Shares issued for services provided - outside parties | $ 10,000 | 54,990,000 | 55,000,000 | |||
Shares issued for services provided - outside parties (in shares) | 10,000,000 | |||||
Foreign Currency Translation Adjustment | 17,104,438 | 17,104,438 | ||||
Ending Balances at Mar. 31, 2022 | $ 1,182,511 | $ 65,000 | $ 467,070,474 | $ 296,432,544 | $ (58,509,233) | $ 706,241,296 |
Ending Balances (in shares) at Mar. 31, 2022 | 1,215,016,211 | 65,000,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash Flows from operating activities | |||
Net Income | $ 26,990,088 | $ 27,664,164 | $ (186,698,484) |
Adjustments to reconcile net income to cash used in operating activites | |||
Depreciation and amortization | 5,458,094 | 760,566 | |
Stock issued to outside parties | 55,000,000 | ||
Bad debt expense | 47,398 | 99,247 | |
Increase/Decrease related to | |||
Inventories | 26,605 | (34) | |
Trade and other receivables | 266,180,582 | 5,127,574 | |
Prepayments | 107,418,038 | ||
Trade and other payables | (483,900,582) | (40,915) | |
Deferred income | (129,143,946) | ||
Value added tax | (9,705,854) | (20,493,802) | |
Taxes payable | 40,005,836 | 13,454,347 | |
Net Cash provided by (used in) operating activities | (121,587,741) | 26,471,900 | |
Translation Adjustment | 18,556,799 | 216,035 | |
Net change in cash and cash equivalents | (103,020,942) | 26,687,935 | |
Cash and cash equivalents, beginning of the year | 128,367,605 | 28,202,869 | 28,202,869 |
Cash and cash equivalents, end of the period | $ 25,346,663 | $ 54,890,804 | $ 128,367,605 |
Directors and Officers | |||
Non-cash disclosures | |||
Stock vesting for officers and directors | 23,413,332 | ||
Outside Parties | |||
Non-cash disclosures | |||
Stock issued to outside parties | $ 55,000,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
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 As of March 31, 2022, 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. 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 by enabling growers 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 quarter ended March 31, 2022 are not necessarily indicative of results that ultimately may be achieved for the remainder of 2022. The Impact of COVID-19 |
Change in Accounting Treatment
Change in Accounting Treatment | 3 Months Ended |
Mar. 31, 2022 | |
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 Costs $ (111,360,000) Additional Paid in Capital $ 4,170,398,451 Accumulated Surplus $ (397,390,240) |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | (3) Significant Accounting Policies 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. 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 in 2021, in accordance with ASC 260, Earnings Per Share , the unvested shares of restricted stock awarded in the first quarter of 2022 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 surplus) on the Consolidated Balance Sheet as of March 31, 2022 and December 31, 2021 are as follows: March 31, 2022 December 31, 2021 Net Profit (Loss) for period $ 26,990,088 $ (186,698,484) Accumulated surplus 269,442,456 456,140,940 Accumulated Surplus $ 296,432,544 $ 269,442,456 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 March 31, 2022 and December 31, 2021, there were no uncertain tax positions that required accrual. In connection with our 2021 Equity Incentive Plan (“Incentive Plan”), for the quarter and year ended March 31, 2022 and December 31, 2021, respectively, the Company issued shares of Class A common stock valued at $55.0 million and $297.0 million, respectively, in exchange for services provided by employees, directors, officers and third-party consultants. In addition, certain portions of awards granted under the Incentive Plan in 2021 became vested during the three months ended March 31, 2022, resulting in an additional expense of $23.4 million for the quarter. The reconciliation of income tax benefit at the U.S. statutory rate of 25.0% for quarter and year ended March 31, 2022 and December 31, 2021, respectively, to the Company’s effective tax rate is as follows: ($in Thousands) March 31, 2022 Percent December 31, 2021 Percent Federal statutory rates $ (13,750,000) 25.0 % $ (101,125,250) 25.0 % State income taxes — — — — Permanent differences — — — — Valuation allowance against net deferred tax assets 13,750,000 (25.0) % 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 quarter and year ended March 31, 2022 and December 31, 2021, respectively, are as follows: March 31, 2022 December 31, 2021 Beginning of period $ — $ — Net Operating Loss 115,875,250 102,125,250 Valuation Allowance (115,875,250) (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 as excess compensation pursuant to Section 162(m) of the Internal Revenue Code. Subject to any such disallowances pursuant to Code Section 162(m), as of March 31, 2022, the Company has approximately $463.5 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-month Leased Assets Measurement and Recognition of Leases as a Lessee 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 costs. 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 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition | |
Revenue Recognition | (4) 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 debit Accounts Receivable for the full value of the contract and a matched Deferred Income credit under Liabilities for the same value. We recognize 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 | 3 Months Ended |
Mar. 31, 2022 | |
Foreign Currency Translation | |
Foreign Currency Translation | (5) Foreign Currency Translation Functional and presentation currency The exchange rate used for conversion is: March 31, December 31, 2022 2021 Balance Sheet: Nigerian Naira 415.72 412.99 Profit and Loss : Nigerian Naira 414.355 396.46 Foreign currency transactions |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory | |
Inventory | (6) Inventory Inventory on hand consisted of the following: March 31, 2022 December 31, 2021 Spare parts $ 103,218 $ 123,823 Total Inventory $ 103,218 $ 123,823 |
Accounts and Other Receivables
Accounts and Other Receivables | 3 Months Ended |
Mar. 31, 2022 | |
Accounts and Other Receivables | |
Accounts and Other Receivables | (7) Accounts and Other Receivables March 31, 2022 December 31, 2021 Trade and other receivable gross $ 1,134,738,254 $ 1,400,958,916 Allowance for expected credit loss (49,094) (42,065) 1,134,689,160 1,400,916,851 Directors current account — 289 $ 1,134,689,160 $ 1,400,917,140 Accounts Receivable— 3 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, and no new receivables have been incurred during the quarter ended March 31, 2022. 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 March 31, 2022 December 31, 2021 Due within one year $ 403,801,148 $ 409,434,667 Over one year: One to two years 403,801,148 409,434,667 Over two years 69,878,335 166,029,336 Total Prepayments $ 877,480,631 $ 984,898,669 Prepayments - current portion $ 403,801,148 409,434,667 Prepayments - non-current portion 473,679,483 575,464,002 Total Prepayments $ 877,480,631 $ 984,898,669 |
Property, Plant & Equipment
Property, Plant & Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant & Equipment | |
Property, Plant & Equipment | (8) MOTOR FURNITURE & OFFICE PLANT & SITE LAND BUILDING VEHICLES FITTINGS EQUIPMENT MACHINERY INSTALLATIONS Total $ $ $ $ $ $ $ $ COST December 31, 2021 8,794,695 31,774,624 207,709 60,009 66,142 10,112,085 191,316,838 242,332,102 ADDITIONS — — — — — — — — Forex translation difference (57,754) (208,661) (1,363) (394) (434) (66,405) (1,274,362) (1,609,373) March 31, 2022 8,736,941 31,565,963 206,346 59,615 65,708 10,045,680 190,060,476 240,722,729 DEPRECIATION December 31, 2021 — 8,246,459 126,507 41,444 62,662 10,092,916 — 18,587,988 CHARGED FOR THE YEAR — 395,874 6,698 1,609 567 2,240 4,767,165 5,174,153 Forex translation difference — (37,571) (853) (278) (414) (66,287) (15,651) (121,054) March 31, 2022 — 8,604,762 132,352 42,775 62,815 10,028,869 4,751,514 23,641,087 NET BOOK VALUE December 31, 2021 8,794,695 23,528,165 81,202 18,565 3,480 19,169 191,316,838 223,762,115 March 31, 2022 8,736,941 22,961,201 73,994 16,840 2,893 16,811 185,308,962 217,099,642 The fixed assets table above refers to the Tingo Mobile business as consolidated into Tingo Inc. for the quarter and year ended March 31, 2022 and December 31, 2021, respectively. 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 commenced from 1 January 2022. The Total depreciation charge for the quarter ended March 31, 2022 and March 31, 2021 was $5,174,153 and $450,719, respectively. |
Intangible Assets and Work-in-
Intangible Assets and Work-in- Progress | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets and Work-in- Progress | |
Intangible Assets and Work-in- Progress | (9) Intangible Assets and Work-in- Progress Intangible Assets 5 Cost As of January 1, 2022 $ 6,193,507 Additions — Forex translation difference (904,770) As of March 31, 2022 5,288,737 Amortization As of January 1, 2022 4,026,671 Charge for the period 283,941 Forex translation difference (398,817) As of March 31, 2022 3,911,795 Carrying Amount $ 1,376,942 |
Liquidity and Financing Arrange
Liquidity and Financing Arrangements | 3 Months Ended |
Mar. 31, 2022 | |
Liquidity and Financing Arrangements | |
Liquidity and Financing Arrangements | (10) Liquidity and Financing Arrangements Liquidity Cash and Cash Equivalents |
Current and Non-Current Liabili
Current and Non-Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Current and Non-Current Liabilities | |
Current and Non-Current Liabilities | (11) Current and Non-Current Liabilities Accounts Payable and Accruals March 31, 2022 December 31, 2021 Trade Payables $ 271,065,477 $ 754,709,170 Other Payables (129,895) 126,994 $ 270,935,582 $ 754,836,164 Trade Payables Deferred Income 3-year March 31, 2022 December 31, 2021 Due within one year $ 485,496,071 $ 492,269,333 Over one year One to two years 485,496,071 492,269,333 Over two years 83,056,045 198,653,466 Total Deferred income 1,054,048,187 1,183,192,132 Deferred income - current portion 485,496,071 492,269,333 Deferred income - non-current portion 568,552,116 690,922,799 Total Deferred income $ 1,054,048,187 $ 1,183,192,132 VAT March 31, 2022 December 31, 2021 Due within one year $ 37,809,831 $ 38,190,992 Over one year One to two years 37,809,831 38,190,992 Over two years 6,468,302 15,411,833 Total Value added tax 82,087,964 91,793,817 Value added tax - current portion 37,809,831 38,190,992 Value added tax - non-current portion 44,278,133 53,602,825 Total Value added tax $ 82,087,964 $ 91,793,817 |
Taxation and Deferred Tax
Taxation and Deferred Tax | 3 Months Ended |
Mar. 31, 2022 | |
Taxation and Deferred Tax | |
Taxation and Deferred Tax | ( Taxation and Deferred Tax The provision for income tax consists of the following components for the three months ended March 31, 2022 and 2021: March 31, 2022 March 31, 2021 Income tax $ 36,551,539 $ 12,182,861 Deferred tax 2,147,290 — Education tax — 835,570 Current Tax $ 38,698,829 $ 13,018,431 The significant components of the tax liabilities as of March 31, 2022 and December 2021 are summarized below: Current Tax Liabilities March 31, 2022 December 31, 2021 Beginning of period $ 100,606,352 $ 110,544,689 Charge for the period 38,698,829 104,802,090 139,305,181 215,346,779 Paid during the period — (105,889,143) Forex translation difference (848,668) (8,851,284) Total Current Tax Liabilites $ 138,456,513 $ 100,606,352 The significant components of the deferred tax liabilities as of March 31, 2022 and December 31, 2021 are summarized below: Deferred Tax March 31, 2022 December 31, 2021 Beginning of period $ 2,171,039 $ 2,360,004 Change for the period 2,147,290 — Forex translation difference 8,385 (188,965) Total Deferred Tax Liabilities $ 4,326,714 $ 2,171,039 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | (13) Subsequent Events Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent event: On June 15, 2022, the Company entered into an Amended and Restated Agreement and Plan of Merger (“Merger Agreement”) among MICT, Inc. (“MICT”), MICT Merger Sub, Inc. (“Merger Sub”), and the Company, whereby Merger Sub would be merged with and into the Company, and the Company would therefore become a wholly-owned subsidiary of MICT. The shares of MICT are traded on the Nasdaq Capital Market under the symbol ‘MICT’. A summary of the Merger Agreement and the actions taken by the Company and MICT in connection therewith are included in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 15, 2022. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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. |
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 in 2021, in accordance with ASC 260, Earnings Per Share , the unvested shares of restricted stock awarded in the first quarter of 2022 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 surplus) on the Consolidated Balance Sheet as of March 31, 2022 and December 31, 2021 are as follows: March 31, 2022 December 31, 2021 Net Profit (Loss) for period $ 26,990,088 $ (186,698,484) Accumulated surplus 269,442,456 456,140,940 Accumulated Surplus $ 296,432,544 $ 269,442,456 |
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 March 31, 2022 and December 31, 2021, there were no uncertain tax positions that required accrual. In connection with our 2021 Equity Incentive Plan (“Incentive Plan”), for the quarter and year ended March 31, 2022 and December 31, 2021, respectively, the Company issued shares of Class A common stock valued at $55.0 million and $297.0 million, respectively, in exchange for services provided by employees, directors, officers and third-party consultants. In addition, certain portions of awards granted under the Incentive Plan in 2021 became vested during the three months ended March 31, 2022, resulting in an additional expense of $23.4 million for the quarter. The reconciliation of income tax benefit at the U.S. statutory rate of 25.0% for quarter and year ended March 31, 2022 and December 31, 2021, respectively, to the Company’s effective tax rate is as follows: ($in Thousands) March 31, 2022 Percent December 31, 2021 Percent Federal statutory rates $ (13,750,000) 25.0 % $ (101,125,250) 25.0 % State income taxes — — — — Permanent differences — — — — Valuation allowance against net deferred tax assets 13,750,000 (25.0) % 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 quarter and year ended March 31, 2022 and December 31, 2021, respectively, are as follows: March 31, 2022 December 31, 2021 Beginning of period $ — $ — Net Operating Loss 115,875,250 102,125,250 Valuation Allowance (115,875,250) (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 as excess compensation pursuant to Section 162(m) of the Internal Revenue Code. Subject to any such disallowances pursuant to Code Section 162(m), as of March 31, 2022, the Company has approximately $463.5 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-month |
Leased Assets | Leased Assets Measurement and Recognition of Leases as a Lessee 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 costs. 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 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Change in Accounting Treatment
Change in Accounting Treatment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Change in Accounting Treatment | |
Schedule of corrections to the prior accounting treatment on the balance sheet | Goodwill $ (3,694,107,417) Capitalized Acquisition Costs $ (111,360,000) Additional Paid in Capital $ 4,170,398,451 Accumulated Surplus $ (397,390,240) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Schedule accumulated undistributed deficit | March 31, 2022 December 31, 2021 Net Profit (Loss) for period $ 26,990,088 $ (186,698,484) Accumulated surplus 269,442,456 456,140,940 Accumulated Surplus $ 296,432,544 $ 269,442,456 |
Summary of reconciliation of the federal income tax rate to the Company's effective tax rate | ($in Thousands) March 31, 2022 Percent December 31, 2021 Percent Federal statutory rates $ (13,750,000) 25.0 % $ (101,125,250) 25.0 % State income taxes — — — — Permanent differences — — — — Valuation allowance against net deferred tax assets 13,750,000 (25.0) % 102,125,250 (25.0) % Effecitve rate $ — 0.00 % $ — 0.00 % |
Schedule of components of Company's net deferred tax assets | March 31, 2022 December 31, 2021 Beginning of period $ — $ — Net Operating Loss 115,875,250 102,125,250 Valuation Allowance (115,875,250) (102,125,250) Net Deferred Tax Assets $ — $ — |
Foreign Currency Translation (T
Foreign Currency Translation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Foreign Currency Translation | |
Schedule of exchange rate | March 31, December 31, 2022 2021 Balance Sheet: Nigerian Naira 415.72 412.99 Profit and Loss : Nigerian Naira 414.355 396.46 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory | |
Summary of inventory | March 31, 2022 December 31, 2021 Spare parts $ 103,218 $ 123,823 Total Inventory $ 103,218 $ 123,823 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounts and Other Receivables | |
Summary of accounts and other receivables | March 31, 2022 December 31, 2021 Trade and other receivable gross $ 1,134,738,254 $ 1,400,958,916 Allowance for expected credit loss (49,094) (42,065) 1,134,689,160 1,400,916,851 Directors current account — 289 $ 1,134,689,160 $ 1,400,917,140 |
Schedule of Aging of the Prepayments balance | March 31, 2022 December 31, 2021 Due within one year $ 403,801,148 $ 409,434,667 Over one year: One to two years 403,801,148 409,434,667 Over two years 69,878,335 166,029,336 Total Prepayments $ 877,480,631 $ 984,898,669 Prepayments - current portion $ 403,801,148 409,434,667 Prepayments - non-current portion 473,679,483 575,464,002 Total Prepayments $ 877,480,631 $ 984,898,669 |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant & Equipment | |
Schedule of property, plant and equipment, net | MOTOR FURNITURE & OFFICE PLANT & SITE LAND BUILDING VEHICLES FITTINGS EQUIPMENT MACHINERY INSTALLATIONS Total $ $ $ $ $ $ $ $ COST December 31, 2021 8,794,695 31,774,624 207,709 60,009 66,142 10,112,085 191,316,838 242,332,102 ADDITIONS — — — — — — — — Forex translation difference (57,754) (208,661) (1,363) (394) (434) (66,405) (1,274,362) (1,609,373) March 31, 2022 8,736,941 31,565,963 206,346 59,615 65,708 10,045,680 190,060,476 240,722,729 DEPRECIATION December 31, 2021 — 8,246,459 126,507 41,444 62,662 10,092,916 — 18,587,988 CHARGED FOR THE YEAR — 395,874 6,698 1,609 567 2,240 4,767,165 5,174,153 Forex translation difference — (37,571) (853) (278) (414) (66,287) (15,651) (121,054) March 31, 2022 — 8,604,762 132,352 42,775 62,815 10,028,869 4,751,514 23,641,087 NET BOOK VALUE December 31, 2021 8,794,695 23,528,165 81,202 18,565 3,480 19,169 191,316,838 223,762,115 March 31, 2022 8,736,941 22,961,201 73,994 16,840 2,893 16,811 185,308,962 217,099,642 |
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) | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets and Work-in- Progress | |
Summary of intangible Assets | Cost As of January 1, 2022 $ 6,193,507 Additions — Forex translation difference (904,770) As of March 31, 2022 5,288,737 Amortization As of January 1, 2022 4,026,671 Charge for the period 283,941 Forex translation difference (398,817) As of March 31, 2022 3,911,795 Carrying Amount $ 1,376,942 |
Current and Non-Current Liabi_2
Current and Non-Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Current and Non-Current Liabilities | |
Summary of accounts payable and accruals | Accounts Payable and Accruals March 31, 2022 December 31, 2021 Trade Payables $ 271,065,477 $ 754,709,170 Other Payables (129,895) 126,994 $ 270,935,582 $ 754,836,164 |
Summary of deferred income | March 31, 2022 December 31, 2021 Due within one year $ 485,496,071 $ 492,269,333 Over one year One to two years 485,496,071 492,269,333 Over two years 83,056,045 198,653,466 Total Deferred income 1,054,048,187 1,183,192,132 Deferred income - current portion 485,496,071 492,269,333 Deferred income - non-current portion 568,552,116 690,922,799 Total Deferred income $ 1,054,048,187 $ 1,183,192,132 |
Summary of value added tax | March 31, 2022 December 31, 2021 Due within one year $ 37,809,831 $ 38,190,992 Over one year One to two years 37,809,831 38,190,992 Over two years 6,468,302 15,411,833 Total Value added tax 82,087,964 91,793,817 Value added tax - current portion 37,809,831 38,190,992 Value added tax - non-current portion 44,278,133 53,602,825 Total Value added tax $ 82,087,964 $ 91,793,817 |
Taxation and Deferred Tax (Tabl
Taxation and Deferred Tax (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Taxation and Deferred Tax | |
Summary of provision for income tax | The provision for income tax consists of the following components for the three months ended March 31, 2022 and 2021: March 31, 2022 March 31, 2021 Income tax $ 36,551,539 $ 12,182,861 Deferred tax 2,147,290 — Education tax — 835,570 Current Tax $ 38,698,829 $ 13,018,431 |
Summary of significant components of the tax liabilities | The significant components of the tax liabilities as of March 31, 2022 and December 2021 are summarized below: Current Tax Liabilities March 31, 2022 December 31, 2021 Beginning of period $ 100,606,352 $ 110,544,689 Charge for the period 38,698,829 104,802,090 139,305,181 215,346,779 Paid during the period — (105,889,143) Forex translation difference (848,668) (8,851,284) Total Current Tax Liabilites $ 138,456,513 $ 100,606,352 |
Summary of significant components of the deferred tax liabilities | The significant components of the deferred tax liabilities as of March 31, 2022 and December 31, 2021 are summarized below: Deferred Tax March 31, 2022 December 31, 2021 Beginning of period $ 2,171,039 $ 2,360,004 Change for the period 2,147,290 — Forex translation difference 8,385 (188,965) Total Deferred Tax Liabilities $ 4,326,714 $ 2,171,039 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Description of Business and Basis of Presentation | |
Number of subscribers using mobile phones and Nwassa payment platform | 9.3 |
Change in Accounting Treatmen_2
Change in Accounting Treatment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Additional Paid in Capital | $ 467,070,474 | $ 412,080,474 |
Accumulated Surplus | 296,432,544 | $ 269,442,456 |
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 Costs | (111,360,000) | |
Additional Paid in Capital | 4,170,398,451 | |
Accumulated Surplus | $ (397,390,240) |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | ||
Leasing term of mobile phones | 3 years | |
Operating Loss Carryforwards | $ 463.5 | |
Proceeds From Issuance Of Stock For Services | 55 | $ 297 |
Additional Share-based Payment Arrangement Expense | $ 23.4 |
Significant Accounting Polici_5
Significant Accounting Policies - Net loss per share of common stock (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 USD ($) Vote | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Net Profit (Loss) for period | $ 26,990,088 | $ 27,664,164 | $ (186,698,484) |
Accumulated surplus | 269,442,456 | 456,140,940 | |
Accumulated Surplus | $ 296,432,544 | $ 269,442,456 | |
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 ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies | ||
Federal statutory rates | $ (13,750,000) | $ (101,125,250) |
Valuation allowance against net deferred tax assets | 13,750,000 | 102,125,250 |
Current Tax | $ 38,698,829 | $ 104,802,090 |
Federal statutory rates (in percentage) | 25% | 25% |
Valuation allowance against net deferred tax assets (in percent) | (25.00%) | (25.00%) |
Effective rate (in percent) | 0% | 0% |
Significant Accounting Polici_7
Significant Accounting Policies - Company's net deferred tax assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Significant Accounting Policies | ||
Net Operating Loss | $ 115,875,250 | $ 102,125,250 |
Valuation Allowance | $ (115,875,250) | $ (102,125,250) |
Significant Accounting Polici_8
Significant Accounting Policies - Leased Assets - (Details) | Mar. 31, 2022 |
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) | Mar. 31, 2022 |
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Intercompany Foreign Currency Balance [Line Items] | ||
Exchange rate used for conversion in balance sheet | 415.72 | 412.99 |
Exchange rate used for conversion in profit and loss | 414.355 | 396.46 |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory | ||
Spare parts | $ 103,218 | $ 123,823 |
Total inventory | $ 103,218 | $ 123,823 |
Accounts and Other Receivable_2
Accounts and Other Receivables (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts and Other Receivables | ||
Trade and other receivable gross | $ 1,134,738,254 | $ 1,400,958,916 |
Allowance for expected credit loss | 49,094 | 42,065 |
Financing Receivable, after Allowance for Credit Loss, Current | 1,134,689,160 | 1,400,916,851 |
Directors current account | 289 | |
Accounts receivable | $ 1,134,689,160 | $ 1,400,917,140 |
Accounts and Other Receivable_3
Accounts and Other Receivables - The aging of the Prepayments balance (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts and Other Receivables | ||
Lessee, Operating Lease, Term of Contract | 3 years | |
Due within one year | $ 403,801,148 | $ 409,434,667 |
Over one year: | ||
One to two years | 403,801,148 | 409,434,667 |
Over two years | 69,878,335 | 166,029,336 |
Total Prepayments | 877,480,631 | 984,898,669 |
Prepayments current and non current | ||
Prepayments - current portion | 403,801,148 | 409,434,667 |
Prepayments - non-current portion | 473,679,483 | 575,464,002 |
Total Prepayments | $ 877,480,631 | $ 984,898,669 |
Accounts and Other Receivable_4
Accounts and Other Receivables - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
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 | |
Allowance for expected credit loss | $ 49,094 | $ 42,065 |
Property, Plant & Equipment (De
Property, Plant & Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COST | ||
Balance at the beginning | $ 242,332,102 | |
ADDITIONS | 0 | |
Forex translation difference | (1,609,373) | |
Balance at the end | 240,722,729 | $ 242,332,102 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||
Balance at the beginning | 18,587,988 | |
CHARGED FOR THE YEAR | 5,174,153 | 450,719 |
Forex translation difference | (121,054) | |
Balance at the end | 23,641,087 | 18,587,988 |
NET BOOK VALUE | 217,099,642 | 223,762,115 |
LAND | ||
COST | ||
Balance at the beginning | 8,794,695 | |
ADDITIONS | 0 | |
Forex translation difference | (57,754) | |
Balance at the end | 8,736,941 | 8,794,695 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||
Balance at the beginning | 0 | |
CHARGED FOR THE YEAR | 0 | |
Forex translation difference | 0 | |
Balance at the end | 0 | 0 |
NET BOOK VALUE | 8,736,941 | 8,794,695 |
BUILDING | ||
COST | ||
Balance at the beginning | 31,774,624 | |
ADDITIONS | 0 | |
Forex translation difference | (208,661) | |
Balance at the end | 31,565,963 | 31,774,624 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||
Balance at the beginning | 8,246,459 | |
CHARGED FOR THE YEAR | 395,874 | |
Forex translation difference | (37,571) | |
Balance at the end | 8,604,762 | 8,246,459 |
NET BOOK VALUE | 22,961,201 | 23,528,165 |
MOTOR VEHICLES | ||
COST | ||
Balance at the beginning | 207,709 | |
ADDITIONS | 0 | |
Forex translation difference | (1,363) | |
Balance at the end | 206,346 | 207,709 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||
Balance at the beginning | 126,507 | |
CHARGED FOR THE YEAR | 6,698 | |
Forex translation difference | (853) | |
Balance at the end | 132,352 | 126,507 |
NET BOOK VALUE | 73,994 | 81,202 |
FURNITURE & FITTINGS | ||
COST | ||
Balance at the beginning | 60,009 | |
ADDITIONS | 0 | |
Forex translation difference | (394) | |
Balance at the end | 59,615 | 60,009 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||
Balance at the beginning | 41,444 | |
CHARGED FOR THE YEAR | 1,609 | |
Forex translation difference | (278) | |
Balance at the end | 42,775 | 41,444 |
NET BOOK VALUE | 16,840 | 18,565 |
OFFICE EQUIPMENT | ||
COST | ||
Balance at the beginning | 66,142 | |
ADDITIONS | 0 | |
Forex translation difference | (434) | |
Balance at the end | 65,708 | 66,142 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||
Balance at the beginning | 62,662 | |
CHARGED FOR THE YEAR | 567 | |
Forex translation difference | (414) | |
Balance at the end | 62,815 | 62,662 |
NET BOOK VALUE | 2,893 | 3,480 |
PLANT & MACHINERY | ||
COST | ||
Balance at the beginning | 10,112,085 | |
ADDITIONS | 0 | |
Forex translation difference | (66,405) | |
Balance at the end | 10,045,680 | 10,112,085 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||
Balance at the beginning | 10,092,916 | |
CHARGED FOR THE YEAR | 2,240 | |
Forex translation difference | (66,287) | |
Balance at the end | 10,028,869 | 10,092,916 |
NET BOOK VALUE | 16,811 | 19,169 |
SITE INSTALLATIONS | ||
COST | ||
Balance at the beginning | 191,316,838 | |
ADDITIONS | 0 | |
Forex translation difference | (1,274,362) | |
Balance at the end | 190,060,476 | 191,316,838 |
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward] | ||
CHARGED FOR THE YEAR | 4,767,165 | |
Forex translation difference | (15,651) | |
Balance at the end | 4,751,514 | |
NET BOOK VALUE | $ 185,308,962 | $ 191,316,838 |
Property, Plant & Equipment - E
Property, Plant & Equipment - Expected useful lives (Details) | 3 Months Ended |
Mar. 31, 2022 | |
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 - A
Property, Plant & Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant & Equipment | ||
Depreciation charge | $ 5,174,153 | $ 450,719 |
Intangible Assets and Work-in_3
Intangible Assets and Work-in- Progress - Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Intangible Assets and Work-in- Progress | |
Amortization period | 5 years |
Capitalized costs incurred | $ 0 |
Amortization of intangible assets | $ 283,941 |
Intangible Assets and Work-in_4
Intangible Assets and Work-in- Progress - Intangible Assets Additional (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Cost | |
At the beginning | $ 6,193,507 |
Forex translation difference | (904,770) |
At the end | 5,288,737 |
Amortization | |
At the beginning | 4,026,671 |
Charge for the year | 283,941 |
Forex translation difference | (398,817) |
At the end | 3,911,795 |
Carrying amount | $ 1,376,942 |
Liquidity and Financing Arran_2
Liquidity and Financing Arrangements (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Liquidity and Financing Arrangements | ||
Cash and cash equivalents | $ 25,346,663 | $ 128,367,605 |
Current and Non-Current Liabi_3
Current and Non-Current Liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accruals | ||
Trade Payables | $ 271,065,477 | $ 754,709,170 |
Other Payables | (129,895) | 126,994 |
Accounts Payable and accruals | $ 270,935,582 | $ 754,836,164 |
Current and Non-Current Liabi_4
Current and Non-Current Liabilities - Current and non-current liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current and Non-Current Liabilities | ||
Leasing term | 3 years | |
Deferred Income | ||
Due within one year | $ 485,496,071 | $ 492,269,333 |
Over one year | ||
One to two years | 485,496,071 | 492,269,333 |
Over two years | 83,056,045 | 198,653,466 |
Total Deferred income | 1,054,048,187 | 1,183,192,132 |
Deferred income - current portion | 485,496,071 | 492,269,333 |
Deferred income - non-current portion | 568,552,116 | 690,922,799 |
Total Deferred income | $ 1,054,048,187 | $ 1,183,192,132 |
Current and Non-Current Liabi_5
Current and Non-Current Liabilities - Mobile phone leasing contracts (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Current and Non-Current Liabilities | ||
VAT liability rate | 7.50% | |
Due within one year | $ 37,809,831 | $ 38,190,992 |
Over one year | ||
One to two years | 37,809,831 | 38,190,992 |
Over two years | 6,468,302 | 15,411,833 |
Total Value added tax | 82,087,964 | 91,793,817 |
Value added tax - current portion | 37,809,831 | 38,190,992 |
Value added tax - non-current portion | 44,278,133 | 53,602,826 |
Total Value added tax | $ 82,087,964 | $ 91,793,817 |
Taxation and Deferred Tax (Deta
Taxation and Deferred Tax (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Provision for income tax | ||
Income tax | $ 36,551,539 | $ 12,182,861 |
Deferred tax | 2,147,290 | |
Education tax | 835,570 | |
Current Tax | $ 38,698,829 | $ 13,018,431 |
Taxation and Deferred Tax - sig
Taxation and Deferred Tax - significant components of the tax liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accrued Income Taxes | ||
Beginning of period | $ 100,606,352 | $ 110,544,689 |
Charge for the period | 38,698,829 | 104,802,090 |
Accrued Income Taxes And Current Year Taxes | 139,305,181 | 215,346,779 |
Paid during the period | (105,889,143) | |
Forex translation difference | (848,668) | (8,851,284) |
Total Current Tax Liabilites | $ 138,456,513 | $ 100,606,352 |
Taxation and Deferred Tax - s_2
Taxation and Deferred Tax - significant components of the deferred tax liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred Tax | ||
Beginning of period | $ 2,171,039 | $ 2,360,004 |
Change for the period | 2,147,290 | |
Forex translation difference | 8,385 | (188,965) |
Total Deferred Tax Liabilities | $ 4,326,714 | $ 2,171,039 |