Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Tingo Group, Inc. | |
Trading Symbol | TIO | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 163,727,382 | |
Amendment Flag | false | |
Entity Central Index Key | 0000854800 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-35850 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0016420 | |
Entity Address, Address Line One | 28 West Grand Avenue | |
Entity Address, Address Line Two | Suite 3 | |
Entity Address, City or Town | Montvale | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07645 | |
City Area Code | (201) | |
Local Phone Number | 225-0190 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 780,153 | $ 500,316 |
Trade accounts receivable, net | 356,771 | 11,541 |
Related party receivables | 14,535 | 13,491 |
Other current assets | 4,686 | 5,828 |
Total current assets | 1,156,145 | 531,176 |
Property and equipment, net | 651,754 | 855,125 |
Intangible assets, net | 322,007 | 185,407 |
Goodwill | 231,637 | 101,247 |
Right of use assets under operating lease | 2,001 | 2,260 |
Long-term deposit and other non-current assets | 483 | 514 |
Deferred tax assets | 4,015 | 3,661 |
Restricted cash escrow | 2,242 | 2,233 |
Micronet Ltd. equity method investment | 527 | 735 |
Total long-term assets | 1,214,666 | 1,151,182 |
Total assets | 2,370,811 | 1,682,358 |
LIABILITIES TEMPORARY EQUITY AND EQUITY | ||
Short-term loan | 312 | 460 |
Trade accounts payable | 204,304 | 11,092 |
Deposit held on behalf of clients | 2,330 | 2,528 |
Related party payables | 47,083 | 57,506 |
Current operating lease liability | 1,165 | 1,215 |
Other current liabilities | 306,238 | 192,594 |
Total current liabilities | 561,432 | 265,395 |
Long-term loan | 379 | 377 |
Long-term operating lease liability | 691 | 905 |
Promissory note | 205,369 | |
Deferred tax liabilities | 129,565 | 89,597 |
Accrued severance pay | 48 | 50 |
Total long-term liabilities | 336,052 | 90,929 |
Commitment and Contingencies (Note 10) | ||
Temporary equity | ||
Preferred stock Series B subject to redemption: $0.001 par value, 33,687.21 shares authorized and 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively. | 553,035 | 553,035 |
Stockholders’ Equity: | ||
Preferred stock Series A: $0.001 par value, 2,604.28 shares authorized and 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 3 | 3 |
Common stock; $0.001 par value, 425,000,000 shares authorized, 163,727,382 and 157,599,882 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 164 | 158 |
Additional paid in capital | 896,398 | 889,579 |
Accumulated other comprehensive income (loss) | (31,432) | 4,367 |
Accumulated earnings (deficit) | 53,277 | (123,463) |
TINGO GROUP, Inc. stockholders’ equity | 918,410 | 770,644 |
Non-controlling interests | 1,882 | 2,355 |
Total stockholders’ equity | 920,292 | 772,999 |
Total liabilities, temporary equity and stockholders’ equity | $ 2,370,811 | $ 1,682,358 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 425,000,000 | 425,000,000 |
Common stock, shares issued | 163,727,382 | 157,599,882 |
Common stock, shares outstanding | 163,727,382 | 157,599,882 |
Preferred stock Series B | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 33,687.21 | 33,687.21 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock Series A | ||
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,604.28 | 2,604.28 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 851,245 | $ 9,563 |
Cost of revenues | 464,391 | 8,298 |
Gross profit | 386,854 | 1,265 |
Operating expenses: | ||
Research and development | 363 | 595 |
Selling and marketing | 85,068 | 2,517 |
General and administrative | 29,627 | 7,326 |
Amortization of intangible assets | 11,119 | 797 |
Total operating expenses | 126,177 | 11,235 |
Profit (loss) from operations | 260,677 | (9,970) |
Other income | 425 | 155 |
Financial income , net | 1,444 | 78 |
Profit (loss) before provision for income taxes | 262,546 | (9,737) |
Income tax expenses (benefit) | 85,914 | (1,076) |
Net profit (loss) after provision for income taxes | 176,632 | (8,661) |
Loss from equity investment | (208) | (184) |
Net profit (loss) | 176,424 | (8,845) |
Net loss attributable to non-controlling stockholders | (316) | (159) |
Net profit (loss) attributable to TINGO GROUP, Inc. | $ 176,740 | $ (8,686) |
Profit (loss) per share attributable to TINGO GROUP, Inc.: | ||
Basic profit (loss) per share (in Dollars per share) | $ 1.1 | $ (0.07) |
Diluted profit (loss) per share (in Dollars per share) | $ 0.33 | $ (0.07) |
Weighted average common shares outstanding: | ||
Basic (in Shares) | 161,302,051 | 122,435,576 |
Diluted (in Shares) | 524,214,392 | 122,435,576 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net profit (loss) | $ 176,424 | $ (8,845) |
Other comprehensive income (loss), net of tax: | ||
Currency translation adjustment | (35,799) | (29) |
Total comprehensive profit (loss) | 140,625 | (8,874) |
Comprehensive loss attributable to non-controlling stockholders | (473) | (212) |
Comprehensive profit (loss) attributable to TINGO GROUP, Inc. | $ 141,098 | $ (8,662) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity - USD ($) $ in Thousands | Preferred Stock Series A | Preferred stock Series B subject to redemption | Common Stock | Additional Paid-in Capital | Accumulated Earnings (loss) | Accumulated Other Comprehensive Income (loss) | Non- controlling Interest | Total |
Balance at Dec. 31, 2021 | $ 122 | $ 220,786 | $ (76,394) | $ (414) | $ 3,622 | $ 147,722 | ||
Balance (in Shares) at Dec. 31, 2021 | 122,435,576 | |||||||
Stock based compensation | 125 | 125 | ||||||
Net profit (loss) | (8,686) | (159) | (8,845) | |||||
Other comprehensive income (loss) | (29) | (54) | (83) | |||||
Balance at Mar. 31, 2022 | $ 122 | 220,911 | (85,080) | (443) | 3,409 | 138,919 | ||
Balance (in Shares) at Mar. 31, 2022 | 122,435,576 | |||||||
Balance at Dec. 31, 2022 | $ 3 | $ 553,035 | $ 158 | 889,579 | (123,463) | 4,367 | 2,355 | 772,999 |
Balance (in Shares) at Dec. 31, 2022 | 2,604 | 33,687 | 157,599,882 | |||||
Shares issued to service providers and employees | $ 6 | 6,789 | 6,795 | |||||
Shares issued to service providers and employees (in Shares) | 6,127,500 | |||||||
Stock based compensation | 30 | 30 | ||||||
Net profit (loss) | 176,740 | (316) | 176,424 | |||||
Other comprehensive income (loss) | (35,799) | (157) | (35,956) | |||||
Balance at Mar. 31, 2023 | $ 3 | $ 553,035 | $ 164 | $ 896,398 | $ 53,277 | $ (31,432) | $ 1,882 | $ 920,292 |
Balance (in Shares) at Mar. 31, 2023 | 2,604 | 33,687 | 163,727,382 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net profit (loss) | $ 176,424 | $ (8,845) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss from equity investment | 208 | 184 |
Depreciation and amortization | 111,055 | 871 |
Provision for doubtful accounts | 570 | 118 |
Shares issued to service providers and employees | 6,795 | |
Stock-based compensation for employees and consultants | 30 | 125 |
Changes in assets and liabilities: | ||
Change in deferred taxes, net | (3,656) | (1,073) |
Change in long-term deposit and prepaid expenses | 30 | (203) |
Change in right of use assets | 259 | 324 |
Change in lease liabilities | (265) | (309) |
Due to related party | (1,894) | 737 |
Change in accrued interest | 1,369 | |
Increase (decrease) in trade accounts receivable, net | (150,131) | (3,346) |
Increase in other current assets | 1,367 | (640) |
(Decrease) increase in trade accounts payable | (2,458) | (3,606) |
Decrease in deposit held on behalf of client | (198) | (198) |
Increase in other current liabilities | 103,288 | 401 |
Net cash provided by (used in) operating activities | 242,793 | (8,362) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (3) | (49) |
Acquisition of Tingo foods (Appendix A) | 56,849 | |
Net cash provided by (used in) investing activities | 56,846 | (49) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of short-term loan | (149) | (520) |
Repayment of loan from related party (Micronet) | 534 | |
Repayment on loan to related party | (8,125) | |
Net cash provided by (used in) financing activities | (8,274) | 14 |
TRANSLATION ADJUSTMENT ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (11,519) | (74) |
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 279,846 | (8,471) |
Cash and cash equivalents and restricted cash at beginning of the period | 502,549 | 97,347 |
Cash and cash equivalents and restricted cash at end of the period | 782,395 | 88,876 |
Amount paid during the period for: | ||
Interest | 666 | 6 |
Taxes | $ 426 | $ 3 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Overview TINGO GROUP, Inc. (the “Company”, “We”, “us”, “our”) was formed as a Delaware corporation on January 31, 2002 under the name Lapis Technologies, Inc. On March 14, 2013, we changed our corporate name to Micronet Enertec Technologies, Inc. On July 13, 2018, following the sale of our former subsidiary, Enertec Systems Ltd., we changed our name to MICT, Inc. On February 27, 2023, following the merger transaction with Tingo., we changed our name to TINGO GROUP, Inc. Our shares have been listed for trading on The Nasdaq Capital Market since April 29, 2013 under the symbol “TIO”. The Company is a holding company conducting financial technology business and agri-fintech business through its subsidiaries and entities, both wholly-owned and controlled through various VIE arrangements (“VIE entities”, together with the Company, the “Group”), which are located mainly in Africa, Southeast Asia and the Middle East. The Group’s business has changed materially since December 1, 2022, following the completion of two material acquisitions of Tingo Mobile and Tingo Foods, the details of which are described under Acquisition of Tingo Mobile Acquisition of Tingo Foods We currently operate in 4 segments: (i) Verticals and Technology, comprised of our operations in China where we have 3 VIE entities through which we primarily operate our insurance brokerage business; (ii) Online Stock Trading, primarily comprised of the operation of Magpie Securities Limited (“Magpie”) through which we operate the online stock trading business, primarily out of Hong Kong and Singapore; (iii) Comprehensive Platform Service which includes the operations of Tingo Mobile described above; and (iv) Tingo Food Processing, where crops and raw foods are processed into finished products, through Tingo Foods, (purchased by the Company in February 2023) which commenced food processing operations in August 2022. Since July 1, 2020, as a result of the Company’s acquisition of GFHI (the “GFHI Acquisition”) the Group has been operating in the financial technology sector. GFHI is a financial technology company with a marketplace in China, as well as the wider southeast Asia area and other parts of the world and is currently in the process of building various platforms for business opportunities in different verticals and technology segments to capitalize on such technology and business, including the Company’s recent acquisitions of Tingo Mobile and Tingo Foods. The Company plans to increase its capabilities and its technological platforms through acquisition and licensing technologies to support its growth efforts, particularly in the agri-fintech, payment services, digital marketplace and financial services sectors. In China, the Company is principally focused on developing insurance broker business and products across approximately 130 insurance branches in China through its subsidiaries and VIE entities, with planned expansion into additional markets. The Company has developed highly scalable proprietary platforms for insurance products (B2B, B2B2C and B2C) and financial services/products (B2C), the technology for which is highly adaptable for other applications and markets. Following GFH Intermediate Holdings Ltd (“Intermediate”) acquisition of Magpie, a Hong Kong securities and investment services firm, on February 26, 2021 and the subsequent regulatory approval from the Hong Kong Securities and Futures Commission (“HKSFC”), Magpie is licensed to carry on Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities) and Type 9 (asset management) regulated activities in Hong Kong. Magpie launched Magpie Invest, a global stock trading app, on September 15, 2021. It is a proprietary technology investment trading platform that is currently operational in Hong Kong. Magpie has memberships/registrations with the Hong Kong Stock Exchange (“HKSE”), the London Stock Exchange (“LSE”) and the requisite Hong Kong and China Direct clearing companies. The Company’s financial services business and first financial services product, the Magpie Invest app, is able to trade securities on National Association of Securities Dealers Automated Quotations (“ NASDAQ”), New York Stock Exchange (“NYSE”), TMX, HKSE, China Stock Connect, LSE, the Frankfurt Stock Exchange and the Paris Stock Exchange. The growth of Magpie will continue to be realized and executed through the Company’s business development efforts, which include the pivot of Magpie’s strategic focuses to B2B, white-label and payment services in response to the change in market conditions for the retail client sector that materialized in 2022. In order to strengthen Magpie’s offering to potential B2B and white-label clients, and enable the broadening of its product offering, management made the decision to apply for a Capital Markets License (“CMS License”) from the Monetary Authority of Singapore (“MAS”), which was granted in full on September 20, 2022. Magpie’s CMS License enables it to offer several new products, including leveraged foreign exchange products and contracts for differences (“CFDs”), including CFDs on commodities prices and crypto-currency prices. Acquisition of Tingo Mobile Overview Consideration Provided Key Terms of Series A Preferred Stock Key Terms of Series B Preferred Stock Loan to TMNA Acquisition of Tingo Foods On February 9, 2023 (“Effective Date”), the Company. and MICT Fintech Ltd., an indirect wholly owned subsidiary of the Company organized under the laws of the British Virgin Islands (“TINGO GROUP Fintech”) purchased from Dozy Mmobuosi 100% of the ordinary shares of Tingo Foods PLC (“Tingo Foods”) (the “Acquisition”). Mr. Mmobuosi is the majority shareholder, Chairman and Chief Executive Officer of TMNA. Tingo Foods started its operational business in August 2022. As consideration for the Acquisition, the Company agreed to pay Mr. Mmobuosi, a purchase price equal to the cost value of Tingo Foods’ stock, which will be satisfied by the issuance of a secured promissory note (“Promissory Note”) in the amount of US$204,000 and certain undertakings and obligations of the Company. The Promissory Note is for a term of two years with an interest rate of 5%. MICT Fintech agreed to certain covenants with respect to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of the Company common stock, nor of any instruments convertible into shares of the Company. The parties additionally agreed that Mr. Mmobuosi, as the owner of the real property on which the business of Tingo Foods is located and operates, to finance and complete construction of the building, and for the Company and Tingo Foods to fit out the building and premises, including the installation of mechanized equipment, for the specialized operations of a large food processing facility. Lastly, Mr. Mmobuosi will also provide the Company and Tingo Foods with a long-term lease with respect to the real property. On February 14, 2023, the Company through its wholly owned subsidiary Tingo Mobile, and Visa, the global leader in digital payments, launched their pan-African strategic partnership, which aims to improve access to digital payments and financial services, and drive financial inclusion across Africa. The launch of the Tingo Visa card, together with the new TingoPay Super App and the TingoPay business portal, opens significant global opportunities to Tingo’s subscribers, allowing secure cashless payments at more than 61 million merchants in over 200 countries through Visa’s global network, as well as the ability for business subscribers to more readily and securely accept payments from customers and other third parties. The following diagram illustrates the Company’s current corporate structure, including its subsidiaries, and variable interest entities (“VIEs”), as of March 31, 2023: Variable Interest Entities (VIEs) We currently conduct our insurance broker business in China using 3 VIEs. The Company consolidates certain VIEs for which it is the primary beneficiary. VIEs consist of certain operating entities not wholly owned by the Company. The assets and liabilities of the Company’s VIEs prior to intercompany adjustments included in the Company’s unaudited condensed consolidated financial statements as of March 31, 2023 and December 31, 2022 are as follows: March 31, December 31, Current assets: Cash and cash equivalent $ 1,276 $ 3,690 Trade accounts receivable, net 4,678 6,823 Related party receivables 2,533 2,001 Other current assets 1,400 2,278 Total current assets 9,887 14,792 Property and equipment, net 163 176 Intangible assets, net 5,712 5,712 Long-term deposit and other non-current assets 19 48 Right of use assets under operating lease 669 711 Restricted cash escrow 1,485 1,479 Deferred tax assets 840 793 Total long-term assets 8,888 8,919 Total assets $ 18,775 $ 23,711 Current liabilities: Short-term loan $ 138 $ 286 Trade accounts payable 1,915 4,817 Related party payables 4,099 4,002 Current operating lease liability 269 230 Other current liabilities 2,754 4,515 Total current liabilities 9,175 13,850 Long-term liabilities: Long-term loan 379 377 Long-term operating lease liability 327 257 Deferred tax liability 223 224 Total long-term liabilities 929 858 Total liabilities $ 10,104 $ 14,708 Net revenues, loss from operations and net loss of the VIEs that were included in the Company’s unaudited condensed consolidated financial statements for the three-month ended March 31, 2023 and 2022 are as follows: For the For the March 31, March 31, 2023 2022 Net revenues $ 18,636 $ 8,864 Loss from operations $ (807 ) $ (2,184 ) Net loss $ (345 ) $ (1,572 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Functional currency and Exchange Rate Income (Loss) The functional currency of our foreign entities is their local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for statements of operations amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in Accumulated other comprehensive loss, a separate component of stockholders’ equity, in our consolidated balance sheets. Exchange gains and losses resulting from the conversion of transaction currency to functional currency are charged or credited to other comprehensive income (expense), net. The exchange rate used for conversion balance sheet data from Nigerian Naira and RMB to USD is presented below: Currency March 31, December 31, Naira 460.35 448.55 RMB 6.8676 6.8972 |
Tingo Mobile Limited Transactio
Tingo Mobile Limited Transaction | 3 Months Ended |
Mar. 31, 2023 | |
Tingo Mobile Limited Transaction Abstract | |
TINGO MOBILE LIMITED TRANSACTION | NOTE 3 — Tingo Mobile, Purchase Price Allocation The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting goodwill. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date: Total Merger consideration (1) $ 1,215,241 Total purchase consideration $ 1,215,241 Less: Net working capital $ 170,327 Property and equipment 760,661 Intangible – farmer cooperative 24,893 Intangible – trade names and trade marks 54,576 Intangible – software 90,030 Deferred tax liability (2) (50,849 ) $ 1,049,638 Goodwill (3) $ 165,603 (1) The $1,215,241 value of the Merger Consideration transferred was determined in accordance with ASC 820 and ASC 805. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted TINGO GROUP quoted price at the time of completion of the Transaction. The Company is of the opinion however, that the market value per share price as quoted on Nasdaq is not representative of the fair value and should not be used to determine the merger consideration. Using market value per share of TINGO GROUP would have led to a significant bargain purchase gain and an internal rate of return that was not reasonable as well as other valuation anomalies that it created. Hence, and in accordance with ASC 805-30-30-5, the Company reassessed the determination of the consideration transferred and determined that using Tingo, Inc. quoted price traded at the OTC Tingo Closing is more appropriate in determining the consideration fair value. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. |
Tingo foods PLC purchase price
Tingo foods PLC purchase price allocation | 3 Months Ended |
Mar. 31, 2023 | |
Tingo Foods PLC Purchase Price Allocation [Abstract] | |
Tingo Foods PLC Purchase Price Allocation | Note 4 — Tingo Foods PLC Purchase Price Allocation The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting goodwill. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date. The amounts are provisional and will be adjusted during the measurement period, and additional assets or liabilities may be recognized to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. Total Merger consideration (1) $ 204,000 Total purchase consideration $ 204,000 Less: Net working capital $ 42,077 Property and equipment 12,235 Intangible – Customer Relationships 125,677 Intangible – trade names and trade marks 22,097 Deferred tax liability (2) (44,332 ) $ 157,754 Goodwill (3) $ 46,246 (1) The $204,000 value of the Merger Consideration transferred as promissory note (“Promissory Note”). The Promissory Note is for a term of two years with an interest rate of 5% per annum. The interest rate on the Promissory Note is reasonably reflective of a market-participant rate. MICT Fintech agreed to certain covenants in connection with the Promissory Note, including with regard to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of shares of the Company’s common stock, nor of any instruments convertible into shares of the Company’s common stock. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. During the measurement period, which is up to one year from the date of the Acquisition (the “Acquisition Date”), we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the Acquisition Date. Tingo Foods ’s net revenues and net profit are presented if the Acquisition Date had occurred at the beginning of the previous comparable period. Since Tingo Foods started its operational business in August 2022, revenues and net profit for three months ended March 31, 2022 is zero. (USD in thousands) Three months ended Revenues $ 885,009 Net profit $ 179,629 The revenues and net profit of Tingo Foods since the Acquisition Date included in the unaudited condensed consolidated statements of operations for the reporting period are $577,219 and $100,213, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 5 — Stockholders’ Equity A. Common stock: Common stock confers upon its holders the rights to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. B. Series A preferred stock: As part of the consideration paid by the Company to TMNA at the closing of the Merger on December 1, 2022, the Company issued 2,604.28 shares of Series A preferred stock which are convertible into 26,042,808 shares of Company common stock equal to approximately 20.1% of the total issued and outstanding common stock immediately prior to Closing. The Series A preferred stocks will be convertible to Company common stock upon stockholders’ approval. If stockholders have not approved the conversion of the Series A Preferred Stock into Company common stock by June 30, 2023 (the “Trigger Date”), then, the Company will issue to TMNA stocks to cause TMNA to own 27% of the total issued and outstanding membership interests of TGH. C. Temporary equity: As part of the consideration paid by the Company to TMNA at the closing of the Merger on December 1, 2022, the Company issued 33,687.21 shares of Series B preferred stock which are convertible into 336,872,138 shares of Company common stock equal to approximately 35% of the total issued and outstanding Company common stock immediately prior to the closing date of the Merger. The shares of Series B preferred stock will be convertible into Company common stock upon approval by Nasdaq of the change of control of the Company and upon the approval of the Company’s stockholders. If such stockholder or Nasdaq approval is not obtained by June 30, 2023, TMNA shall have the right to (i) cause the redemption of Series B preferred stock to take place within 90 days; and (ii) cause the Company to redeem all of the Series B preferred stock in exchange for $666,666,667 or an amount of common stock of TGH equivalent in value to $666,666,667. As the redemption provisions to redeem the Series B preferred stock in cash is outside the control of the Company and contingent upon the approval of stockholders or Nasdaq approval of the change in control application of the Company, they are required to be presented outside of stockholders’ equity and therefore were presented as temporary equity on the face of the unaudited consolidated balance sheets. D. Stock Option Plan: 2012 Plan. 2020 Plan. The following table summarizes information about stock options outstanding and exercisable as of March 31, 2023: Options Outstanding Options Exercisable Number Weighted Number Exercise Years $ 125,000 8 125,000 1.41 370,000 8 277,500 1.81 95,000 8 31,667 2.49 590,000 434,167 D. Stock Option Plan - (continued): Year ended Year ended Number of Options Weighted Number of Options Weighted Options outstanding at the beginning of period: 590,000 $ 1.83 1,558,000 $ 1.74 Changes during the period: Granted - $ - - $ - Exercised - $ - - $ - Forfeited - $ - (968,000 ) $ 1.68 Options outstanding at the end of the period 590,000 $ 1.83 590,000 $ 1.83 Options exercisable at the end of the period 434,167 $ 1.74 434,167 $ 1.74 The Company has warrants outstanding as follows: Warrants Average Remaining Balance, December 31, 2022 62,863,879 $ 2.854 4.25 Granted - $ - - Forfeited - $ - - Exercised - $ - - Balance, March 31, 2023 62,863,879 $ 2.854 4 The Company is required to assume a dividend yield as an input in the Black-Scholes model. The dividend yield assumption is based on the Company’s historical experience and expectation of future dividends payouts and may be subject to change in the future. The Company uses historical volatility in accordance with FASB ASC Topic 718, “Compensation - stock compensation”. The computation of volatility uses historical volatility derived from the Company’s exchange-traded shares. The risk-free interest assumption is the implied yield currently available on U.S. Treasury zero-coupon bonds, issued with a remaining term equal to the expected life term of the Company’s options. Pre-vesting rates forfeitures were zero based on pre-vesting forfeiture experience. The fair value of each option granted is estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 0% for all years; expected volatility: as of March 31, 2023 and December 31, 2022-87.2%-100.4%; risk-free interest rate: as of March 31, 2023 and December 31, 2022-0.99%-1.64%; and expected life: as of March 31, 2023 and December 31, 2022 -6.5-10 years. The Company uses the simplified method to compute the expected option term for options granted. On February 2, 2023, the Company entered into settlement and repurchase agreements (the “Repurchase Agreements”) with certain holders of the outstanding warrants over its common stock (“Warrant Holders”). The warrants being repurchased were originally issued by the Company between November 2020 and March 2021 pursuant to three offerings of common stock and warrants. The exercise prices of the warrants were $3.12 in the first offering and $2.80 in the subsequent two offerings, with various expiration dates falling between August 16, 2024 and August 16, 2026. The repurchase will result in the surrender and cancellation of the warrants held by each Warrant Holder. Pursuant to the Repurchase Agreements, the Company paid $0.15 per share in April 2023 and $0.10 per share on May 1, 2023 at an aggregate amount of $6,548,115.99. On February 5, 2023, The Company granted 1,309,500 shares of common stock of the Company to Cushman Holdings Limited, an unrelated third party, as a success fee relating to the completion of the acquisition of Tingo Mobile Limited. On February 5, 2023, The Company granted 750,000 shares of common stock of the Company to an unrelated third party, relating to the purchase by GFH Intermediate Holdings Limited of certain software, technology and intellectual property from the beneficial owner of Data Insight Holdings Limited, On February 5, 2023, The Company granted 100,000 shares of common stock of the Company to China Strategic Investments Limited as an ex-gratia payment for the provision of corporate finance services. On February 5, 2023, The Company granted 720,000 shares of common stock of the Company to certain directors and employees. The shares were issued pursuant to the 2020 Incentive Plan and 2012 Incentive Plan. On February 5, 2023, the Company’s Board unanimously approved a grant of 3,200,000 fully vested shares of common stock to Mr. Darren Mercer in recognition of the completion of the acquisition of Tingo Mobile which is expected to be transformational for the Company. The size of the award takes into account the improved terms for the Company that were negotiated in October 2022, and also the value Mr. Mercer is delivering to the growth of the Company. On March 6, 2023, The Company granted 48,000 shares of common stock of the Company to Corprominence LLC as part of the payment for their services. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 6 — FAIR VALUE MEASUREMENTS The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The Company’s financial assets measured at fair value on a recurring basis were as follows (in thousands) Fair value measurements December 31, 2022 (USD in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 500,316 - - $ 500,316 Total $ 500,316 - - $ 500,316 Fair value measurements March 31, 2023 (USD in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 780,153 - - $ 780,153 Total $ 780,153 - - $ 780,153 |
Segments
Segments | 3 Months Ended |
Mar. 31, 2023 | |
Segments [Abstrsct] | |
SEGMENTS | NOTE 7 — SEGMENTS ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, operating segments and major customers in financial statements for detailing the Company’s operating segments. Operating segments are based upon our internal organization structure, the manner in which our operations are managed and the availability of separate financial information. As a result of our acquisition of GFHI on July 1, 2020 and Tingo Mobile on December 1, 2022, we currently serve the marketplace, through our operating subsidiaries, as a financial technology company (Fintech Industry) targeting the African, Middle Eastern and South East Asia marketplaces as well as other areas of the world. During the period between June 23, 2020, and May 9, 2021, we have held a controlling interest in Micronet, and we have presented our mobile resource management (“MRM”) business operated by Micronet as a separate operating segment. As of May 9, 2021, the Company’s ownership interest was diluted and, as a result, we deconsolidated Micronet. As of March 31, 2023, the Company has four segments. This change came with the acquisition of Tingo Foods on February 9, 2023. The Company changed its reporting structure to better reflect what the CODM is reviewing to make organizational decisions and resource allocations. Following the loss of control over Micronet, MRM is no longer a separate operating segment or reportable segment since the CODM does not review discrete financial information for the business. The Company recast the information as of March 31, 2023 to align with this presentation. The activities of each of our reportable segments from which the Company earns revenues, records equity earnings or losses and incurs expenses are described below: ● Verticals and technology segment develops insurance platform, for the Chinese market and have been generating revenues from insurance products in China. ● Comprehensive platform service segment develops Nwassa agri-fintech marketplace platform, which enables customers in Nigeria to trade agricultural produce with customers, as well as to purchase farming inputs, to top up of airtime and data, to pay bills and utilities, to arrange insurance and to procure finance. ● Online stock trading segment develops technology investment trading platform that is currently operational in Hong Kong and Singapore. ● Food processing segment, which commenced its operations in August 2022 (and was acquired in February 2023). The following table summarizes the financial performance of our operating segments: Three months ended March 31, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Food processing Consolidated Revenues from external customers $ 9,533 $ 30 - $ - - $ 9,563 Segment operating loss (4,295 )(1) (3,544 ) (2,131 ) - - (9,970 ) Other income, net 175 (20 ) - - 155 Finance income (expenses), net 178 (480 ) 380 - - 78 Consolidated loss before income tax benefit $ (9,737 ) (1) Includes $733 of intangible assets amortization, derived from GFHI acquisition. (2) Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Three months ended March 31, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Food processing Consolidated Revenues from external customers $ 20,552 $ 8 - $ 253,466 577,219 $ 851,245 Segment operating loss (3,224 )(1) (1,701 ) (9,917 ) 132,074 (2) 143,445 (4) 260,677 Other income, net 448 (8 ) (15 ) 425 Finance income (expenses), net 65 (47 ) (634 ) 2,343 (283 ) 1,444 Consolidated loss before income tax benefit $ 262,546 (1) Includes $733 of intangible assets amortization, derived from GFHI acquisitions. (2) Includes $7,248 of intangible assets amortization, derived from the Tingo Mobile acquisition. (3) Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. (4) Includes $3,078 of intangible assets amortization, derived from the Tingo Foods acquisition. The following table summarizes the financial statements of our balance sheet accounts of the segments: As of March 31, 2023 (USD in thousands) Verticals Online Comprehensive Food Corporate Consolidated Assets related to segments $ 32,478 (1) $ 17,655 (3) $ 1,624,159 (4) 413,004 (6) 283,515 $ 2,370,811 Liabilities and redeemable preferred stock series B related to segments (12,962 )(2) (3,651 ) (905,968 )(5) (312,689 )(7) (215,249 ) (1,450,519 ) Total equity $ 920,292 (1) Includes $16,245 of intangible assets and $19,788 goodwill, derived from GFHI’s acquisition. (2) Includes $2,784 of deferred tax liability, derived from GFHI All weather and Zhongtong acquisitions. (3) Includes $1,225 of intangible assets. (4) Includes $159,482 of intangible assets and $165,603 goodwill, derived from Tingo Mobile acquisition. (5) Includes $47,952 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable preferred stock series B. (6) Includes $144,695 of intangible assets and $46,246 goodwill, derived from the Tingo Foods acquisition. (7) Includes $43,409 of deferred tax liability, derived from the Tingo Foods acquisition. The following table summarizes the financial statements of our balance sheet accounts of the segments: As of December 31, 2022 (USD in thousands) Verticals Online Comprehensive Corporate Consolidated Assets related to segments $ 40,831 (1) $ 21,077 (3) $ 1,541,093 (4) 79,357 $ 1,682,358 Liabilities and redeemable preferred stock series B related to segments (18,406 )(2) (3,911 ) (877,353 )(5) (9,689 ) (909,359 ) Total equity $ 772,999 (1) Includes $17,009 of intangible assets and $19,788 goodwill, derived from GFHI’s acquisition. (2) Includes $3,125 of deferred tax liability, derived from GFHI All weather and Zhongtong acquisitions. (3) Includes $1,226 of intangible assets. (4) Includes $167,143 of intangible assets and $81,459 goodwill, derived from the Tingo Mobile acquisition. (5) Includes $50,143 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable preferred stock series B. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2023 | |
Trade Accounts Receivable, Net [Abstract] | |
TRADE ACCOUNTS RECEIVABLE, NET | NOTE 8 — TRADE ACCOUNTS RECEIVABLE, NET For the three months ended March 31, 2023, and the fiscal year ended December 31, 2022, accounts receivable were comprised of the following: March 31, December 31, (USD in thousands) 2023 2022 Trade accounts receivable $ 359,542 $ 14,553 Allowance for doubtful accounts (2,771 ) (3,012 ) $ 356,771 $ 11,541 Movement of allowance for doubtful accounts the three months ended March 31, 2023 and the fiscal year ended December 31, 2022 are as follows: (USD in thousands) March 31, December 31, Beginning balance $ 3,012 $ 2,606 Provision (507 ) 618 Exchange rate fluctuation 266 (212 ) $ 2,771 $ 3,012 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 9 — RELATED PARTIES Current assets – related parties March 31, December 31, (USD in thousands) 2023 2022 Shareholders of All Weather $ 5,901 $ 4,603 Beijing Fucheng Prospect Technology Co., Ltd 292 267 Loan to Tingo Inc.(1) 8,023 8,099 Shareholders of Guangxi Zhongtong 319 522 $ 14,535 $ 13,491 (1) Tingo’s loan- as discussed in Note 1. Current liabilities – related parties March 31, December 31, (USD in thousands) 2023 2022 Shareholders of Bokefa Petroleum and Gas $ 158 $ 308 Shareholders of All Weather 213 659 Shareholders of Tingo Mobile Limited 46,712 56,539 $ 47,083 $ 57,506 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCIES | NOTE 10 — COMMITMENT AND CONTINGENCIES We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, and other factors may result in actual payments differing from the estimates. The following tables summarize our contractual obligations as of March 31, 2023, and the effect these obligations are expected to have on our liquidity and cash flows in future periods. (USD in thousands) Total Less than 1-3 year 3-5 year 5+ year Contractual Obligation: Office leases commitment 1,959 951 953 55 - Short-term debt obligations Commitment 691 312 379 - - Services Contract Commitment 309 266 43 - - Total 2,959 1,529 1,375 55 - Legal Proceedings The Company is subject to litigation arising from time to time in the ordinary course of its business. On April 20, 2023, the Company received a motion for summary judgment in lieu of a complaint (the “Motion”) from certain investors in certain of the Company’s direct securities offerings, seeking $13,426 in aggregate damages. The Motion against the Company in the Supreme Court of the State of New York alleges that the Merger constituted a “Fundamental Transaction” as defined in the warrants issued in such securities offerings and, as a result, plaintiffs were entitled to certain exercise rights pursuant to such warrants. More specifically, the plaintiffs demand that as a result of the Merger, they are entitled to cash payments of $13,426 in respect of the warrants that they hold. The Group has not recognized a liability in respect of this motion because management does not believe that the Group has incurred a probable material loss by reason of any of this matter. |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2023 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 11 — OPERATING LEASES The Company follows ASC No. 842, Leases. The Company has operating leases for its office facilities. The Company’s leases have remaining terms of approximately 4 years. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. Lessee The following table provides a summary of leases by balance sheet location: Assets/liabilities March 31, December 31, (USD in thousands) 2023 2022 Assets Right-of-use assets $ 2,001 $ 2,260 Liabilities Lease liabilities- current portion $ 1,165 $ 1,215 Lease liabilities- long term 691 905 Total Lease liabilities $ 1,856 $ 2,120 The operating lease expenses were as follows: Three months ended (USD in thousands) March 31, March 31, Operating lease cost $ 477 $ 412 Maturities of operating lease liabilities were as follows: (USD in thousands) Year ended 2023* 951 2024 694 2025 234 2026 24 2027 21 Thereafter 35 Total lease payment 1,959 Less: imputed interest (103 ) Total lease liabilities 1,856 * Not include operating leases with a term less than one year. Lease term and discount rate March 31, Weighted-average remaining lease term (years) – operating leases 2.11 Weighted average discount rate – operating leases 5.70 % Lessor The Company leases mobile phones that classified as operating leases. The following table summarizes the components of operating lease revenue recognized during the three months ended March 31, 2023: Three months ended Lease revenue 2023 Fixed contractual payments 113,660 Future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of March 31, 2023, assuming no new or renegotiated leases or option extensions on lease agreements are executed, are as follows (dollars in thousands): Years Ending December 31, Future 2023 137,562 2024 - 2025 - 2026 - 2027 - Thereafter - |
Provision for Income Taxes
Provision for Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Provision for Income Taxes [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 12 — PROVISION FOR INCOME TAXES A. Basis of Taxation United States: On December 22, 2017, the U.S. Tax Cuts and Jobs Act, or the Act, was enacted, which significantly changed U.S. tax laws. The Act lowered the tax rate of the Company. The statutory federal income tax rate was 21% in 2020 and in the three months ended March 31, 2023, and 2022. As of March 31, 2023, the operating loss carry forward were $70,192, among which there was $5,115 expiring from 2025 through 2037, and the remaining $60,041 has no expiration date. Israel: The Company’s Israeli subsidiaries and associated are governed by the tax laws of the state of Israel which had a general tax rate of 23% in the three months ended March 31, 2023, and 2022. As of March 31, 2023 the operating loss carry forward was $8,828, which does not have an expiration date. Mainland China: The Company’s Chinese subsidiaries in the PRC are subject to the PRC Corporate Income Tax Law (“CIT Law”) and are taxed at the statutory income tax rate of 25%. As of March 31, 2023, the operating loss carry forward was $14,722, which will expire from 2023 through 2027. Hong Kong: Our subsidiaries incorporated in Hong Kong, such as Magpie Securities Limited, BI Intermediate Limited, are subject to Hong Kong profit tax on their profits arising from their business operations carried out in Hong Kong. Hong Kong profits tax for a corporation from the year of assessment 2018/2019 onwards is generally 8.25% on assessable profits up to HK$2,000; and 16.5% on any part of assessable profits over HK$2,000. Under the Hong Kong Inland Revenue Ordinance, profits that we derive from sources outside of Hong Kong are generally not subject to Hong Kong profits tax. As of March 31, 2023, the tax loss carry forward was $17,946 for Magpie Securities Limited, and the operating loss carry forward was $6,010 for BI Intermediate Limited. Tax losses can be carried forward indefinitely until utilized. Singapore: Our subsidiaries incorporated in Singapore are subject to an income tax rate of 17% for taxable income earned in Singapore. Singapore does not impose a withholding tax on dividends for resident companies. In 2022, we did not incur any income tax as there was no estimated assessable profit that was subject to Singapore income tax. As of March 31, 2023, the operating loss carry forward was $975. Subject to qualifying conditions, trade losses can be carried forward indefinitely while unutilized donations can be carried forward for up to 5 years of assessment. Australia: Our subsidiaries incorporated in Australia are subject to an income tax rate of 25% for taxable income earned in Australia. Australia does not impose a withholding tax on dividends for resident companies. In 2022, we did not incur any income tax as there was no estimated assessable profit that was subject to Australia income tax. As of March 31, 2023, the operating loss carry forward was $116. Nigeria: The Company’s Nigerian subsidiaries Tingo Mobile Limited and Tingo Foods is governed by the tax laws of the Federal Republic of Nigeria which had a corporate tax rate of 30% in the three months ended March 31, 2023, and 2022. As of March 31, 2023, the operating loss carry forward were nil B. Profit (Loss) Before Income Taxes Three months ended (USD in thousands) 2023 2022 Foreign $ 272,508 $ (8,698 ) Domestic (9,962 ) (1,272 ) Total $ 262,546 (9,970 ) C. Provision for (Benefit of) Income Taxes Three months ended ( USD in thousands) 2023 2022 Current Domestic $ 40 $ - Foreign 89,176 3 Total $ 89,216 3 Deferred Domestic $ - $ - Foreign (3,302 ) (1,079 ) Total $ 85,914 $ (1,076 ) D. Deferred Tax Assets and Liabilities Deferred tax reflects the net tax effects of temporary differences between the carrying amounts of assets or liabilities for financial reporting purposes and the amounts used for income tax purposes. As of March 31, 2023, and December 31, 2022, deferred tax assets were included in long-term deposit and prepaid expenses, and the Company’s deferred taxes were in respect of the following: March 31, December 31, (USD in thousands) 2023 2022 Deferred tax assets Provisions for employee rights and other temporary differences $ 88 $ 234 Provisions for bad debt 711 753 Net operating loss carry forward 24,599 21,839 Valuation allowance (21,383 ) (19,165 ) Deferred tax assets, net of valuation allowance 4,015 3,661 Deferred tax liabilities Recognition of intangible assets arising from business combinations (129,565 ) (89,597 ) Deferred tax assets (liabilities), net $ (125,550 ) $ (85,936 ) |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Severance Pay, Net [Abstract] | |
GOODWILL | NOTE 13 — GOODWILL Three months ended March 31, 2023 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2023 $ 19,788 - 81,459 - $ 101,247 Impairment loss - - - - - - Acquisitions in 2023 - 46,246 - - - 46,246 Adjustments to purchase price allocations - - 84,144 - - 84,144 Balance as of March 31, 2023 19,788 46,246 165,603 - - $ 231,637 Year ended December 31, 2022 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2022 $ 19,788 - - $ - $ - $ 19,788 Impairment loss - - - - - - Acquisitions in 2022 - - 81,459 - - 81,459 Balance as of December 31, 2022 19,788 - 81,459 - - $ 101,247 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Functional currency and Exchange Rate Income (Loss) | Functional currency and Exchange Rate Income (Loss) The functional currency of our foreign entities is their local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for statements of operations amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in Accumulated other comprehensive loss, a separate component of stockholders’ equity, in our consolidated balance sheets. Exchange gains and losses resulting from the conversion of transaction currency to functional currency are charged or credited to other comprehensive income (expense), net. The exchange rate used for conversion balance sheet data from Nigerian Naira and RMB to USD is presented below: Currency March 31, December 31, Naira 460.35 448.55 RMB 6.8676 6.8972 |
Description of Business (Tables
Description of Business (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Description of Business [Abstract] | |
Schedule of assets and liabilities | March 31, December 31, Current assets: Cash and cash equivalent $ 1,276 $ 3,690 Trade accounts receivable, net 4,678 6,823 Related party receivables 2,533 2,001 Other current assets 1,400 2,278 Total current assets 9,887 14,792 Property and equipment, net 163 176 Intangible assets, net 5,712 5,712 Long-term deposit and other non-current assets 19 48 Right of use assets under operating lease 669 711 Restricted cash escrow 1,485 1,479 Deferred tax assets 840 793 Total long-term assets 8,888 8,919 Total assets $ 18,775 $ 23,711 Current liabilities: Short-term loan $ 138 $ 286 Trade accounts payable 1,915 4,817 Related party payables 4,099 4,002 Current operating lease liability 269 230 Other current liabilities 2,754 4,515 Total current liabilities 9,175 13,850 Long-term liabilities: Long-term loan 379 377 Long-term operating lease liability 327 257 Deferred tax liability 223 224 Total long-term liabilities 929 858 Total liabilities $ 10,104 $ 14,708 |
Schedule of net revenues, loss from operations and net loss | For the For the March 31, March 31, 2023 2022 Net revenues $ 18,636 $ 8,864 Loss from operations $ (807 ) $ (2,184 ) Net loss $ (345 ) $ (1,572 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of exchange rate conversion | Currency March 31, December 31, Naira 460.35 448.55 RMB 6.8676 6.8972 |
Tingo Mobile Limited Transact_2
Tingo Mobile Limited Transaction (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Tingo Mobile Limited Transaction Abstract | |
Schedule of allocation of the preliminary purchase price as of the acquisition date | Total Merger consideration (1) $ 1,215,241 Total purchase consideration $ 1,215,241 Less: Net working capital $ 170,327 Property and equipment 760,661 Intangible – farmer cooperative 24,893 Intangible – trade names and trade marks 54,576 Intangible – software 90,030 Deferred tax liability (2) (50,849 ) $ 1,049,638 Goodwill (3) $ 165,603 (1) The $1,215,241 value of the Merger Consideration transferred was determined in accordance with ASC 820 and ASC 805. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted TINGO GROUP quoted price at the time of completion of the Transaction. The Company is of the opinion however, that the market value per share price as quoted on Nasdaq is not representative of the fair value and should not be used to determine the merger consideration. Using market value per share of TINGO GROUP would have led to a significant bargain purchase gain and an internal rate of return that was not reasonable as well as other valuation anomalies that it created. Hence, and in accordance with ASC 805-30-30-5, the Company reassessed the determination of the consideration transferred and determined that using Tingo, Inc. quoted price traded at the OTC Tingo Closing is more appropriate in determining the consideration fair value. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. |
Tingo foods PLC purchase pric_2
Tingo foods PLC purchase price allocation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Tingo Foods PLC Purchase Price Allocation [Abstract] | |
Schedule of summarizes the estimates of the fair value of assets | Total Merger consideration (1) $ 204,000 Total purchase consideration $ 204,000 Less: Net working capital $ 42,077 Property and equipment 12,235 Intangible – Customer Relationships 125,677 Intangible – trade names and trade marks 22,097 Deferred tax liability (2) (44,332 ) $ 157,754 Goodwill (3) $ 46,246 (1) The $204,000 value of the Merger Consideration transferred as promissory note (“Promissory Note”). The Promissory Note is for a term of two years with an interest rate of 5% per annum. The interest rate on the Promissory Note is reasonably reflective of a market-participant rate. MICT Fintech agreed to certain covenants in connection with the Promissory Note, including with regard to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of shares of the Company’s common stock, nor of any instruments convertible into shares of the Company’s common stock. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. During the measurement period, which is up to one year from the date of the Acquisition (the “Acquisition Date”), we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the Acquisition Date. |
Schedule of revenues and net profit | (USD in thousands) Three months ended Revenues $ 885,009 Net profit $ 179,629 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock options outstanding and exercisable | Options Outstanding Options Exercisable Number Weighted Number Exercise Years $ 125,000 8 125,000 1.41 370,000 8 277,500 1.81 95,000 8 31,667 2.49 590,000 434,167 |
Schedule of stock option plan | Year ended Year ended Number of Options Weighted Number of Options Weighted Options outstanding at the beginning of period: 590,000 $ 1.83 1,558,000 $ 1.74 Changes during the period: Granted - $ - - $ - Exercised - $ - - $ - Forfeited - $ - (968,000 ) $ 1.68 Options outstanding at the end of the period 590,000 $ 1.83 590,000 $ 1.83 Options exercisable at the end of the period 434,167 $ 1.74 434,167 $ 1.74 |
Schedule of warrants outstanding | Warrants Average Remaining Balance, December 31, 2022 62,863,879 $ 2.854 4.25 Granted - $ - - Forfeited - $ - - Exercised - $ - - Balance, March 31, 2023 62,863,879 $ 2.854 4 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value | Fair value measurements December 31, 2022 (USD in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 500,316 - - $ 500,316 Total $ 500,316 - - $ 500,316 Fair value measurements March 31, 2023 (USD in thousands) Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 780,153 - - $ 780,153 Total $ 780,153 - - $ 780,153 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segments [Abstract] | |
Schedule of financial performance of our operating segments | Three months ended March 31, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Food processing Consolidated Revenues from external customers $ 9,533 $ 30 - $ - - $ 9,563 Segment operating loss (4,295 )(1) (3,544 ) (2,131 ) - - (9,970 ) Other income, net 175 (20 ) - - 155 Finance income (expenses), net 178 (480 ) 380 - - 78 Consolidated loss before income tax benefit $ (9,737 ) (1) Includes $733 of intangible assets amortization, derived from GFHI acquisition. (2) Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Three months ended March 31, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Food processing Consolidated Revenues from external customers $ 20,552 $ 8 - $ 253,466 577,219 $ 851,245 Segment operating loss (3,224 )(1) (1,701 ) (9,917 ) 132,074 (2) 143,445 (4) 260,677 Other income, net 448 (8 ) (15 ) 425 Finance income (expenses), net 65 (47 ) (634 ) 2,343 (283 ) 1,444 Consolidated loss before income tax benefit $ 262,546 (1) Includes $733 of intangible assets amortization, derived from GFHI acquisitions. (2) Includes $7,248 of intangible assets amortization, derived from the Tingo Mobile acquisition. (3) Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. (4) Includes $3,078 of intangible assets amortization, derived from the Tingo Foods acquisition. |
Schedule of the financial statements of our balance sheet accounts of the segments | As of March 31, 2023 (USD in thousands) Verticals Online Comprehensive Food Corporate Consolidated Assets related to segments $ 32,478 (1) $ 17,655 (3) $ 1,624,159 (4) 413,004 (6) 283,515 $ 2,370,811 Liabilities and redeemable preferred stock series B related to segments (12,962 )(2) (3,651 ) (905,968 )(5) (312,689 )(7) (215,249 ) (1,450,519 ) Total equity $ 920,292 (1) Includes $16,245 of intangible assets and $19,788 goodwill, derived from GFHI’s acquisition. (2) Includes $2,784 of deferred tax liability, derived from GFHI All weather and Zhongtong acquisitions. (3) Includes $1,225 of intangible assets. (4) Includes $159,482 of intangible assets and $165,603 goodwill, derived from Tingo Mobile acquisition. (5) Includes $47,952 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable preferred stock series B. (6) Includes $144,695 of intangible assets and $46,246 goodwill, derived from the Tingo Foods acquisition. (7) Includes $43,409 of deferred tax liability, derived from the Tingo Foods acquisition. As of December 31, 2022 (USD in thousands) Verticals Online Comprehensive Corporate Consolidated Assets related to segments $ 40,831 (1) $ 21,077 (3) $ 1,541,093 (4) 79,357 $ 1,682,358 Liabilities and redeemable preferred stock series B related to segments (18,406 )(2) (3,911 ) (877,353 )(5) (9,689 ) (909,359 ) Total equity $ 772,999 (1) Includes $17,009 of intangible assets and $19,788 goodwill, derived from GFHI’s acquisition. (2) Includes $3,125 of deferred tax liability, derived from GFHI All weather and Zhongtong acquisitions. (3) Includes $1,226 of intangible assets. (4) Includes $167,143 of intangible assets and $81,459 goodwill, derived from the Tingo Mobile acquisition. (5) Includes $50,143 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable preferred stock series B. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Trade Accounts Receivable, Net [Abstract] | |
Schedule of accounts receivable | March 31, December 31, (USD in thousands) 2023 2022 Trade accounts receivable $ 359,542 $ 14,553 Allowance for doubtful accounts (2,771 ) (3,012 ) $ 356,771 $ 11,541 |
Schedule of allowance for doubtful accounts | (USD in thousands) March 31, December 31, Beginning balance $ 3,012 $ 2,606 Provision (507 ) 618 Exchange rate fluctuation 266 (212 ) $ 2,771 $ 3,012 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Parties [Abstract] | |
Schedule of current assets – related parties | March 31, December 31, (USD in thousands) 2023 2022 Shareholders of All Weather $ 5,901 $ 4,603 Beijing Fucheng Prospect Technology Co., Ltd 292 267 Loan to Tingo Inc.(1) 8,023 8,099 Shareholders of Guangxi Zhongtong 319 522 $ 14,535 $ 13,491 (1) Tingo’s loan- as discussed in Note 1. |
Schedule of current liabilities – related parties | March 31, December 31, (USD in thousands) 2023 2022 Shareholders of Bokefa Petroleum and Gas $ 158 $ 308 Shareholders of All Weather 213 659 Shareholders of Tingo Mobile Limited 46,712 56,539 $ 47,083 $ 57,506 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitment and Contingencies [Abstract] | |
Schedule of contractual obligations | (USD in thousands) Total Less than 1-3 year 3-5 year 5+ year Contractual Obligation: Office leases commitment 1,959 951 953 55 - Short-term debt obligations Commitment 691 312 379 - - Services Contract Commitment 309 266 43 - - Total 2,959 1,529 1,375 55 - |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Operating Leases [Abstract] | |
Schedule of leases by balance sheet | Assets/liabilities March 31, December 31, (USD in thousands) 2023 2022 Assets Right-of-use assets $ 2,001 $ 2,260 Liabilities Lease liabilities- current portion $ 1,165 $ 1,215 Lease liabilities- long term 691 905 Total Lease liabilities $ 1,856 $ 2,120 |
Schedule of operating lease expenses | Three months ended (USD in thousands) March 31, March 31, Operating lease cost $ 477 $ 412 |
Schedule of operating lease amount | (USD in thousands) Year ended 2023* 951 2024 694 2025 234 2026 24 2027 21 Thereafter 35 Total lease payment 1,959 Less: imputed interest (103 ) Total lease liabilities 1,856 * Not include operating leases with a term less than one year. |
Schedule of lease term and discount rate | Lease term and discount rate March 31, Weighted-average remaining lease term (years) – operating leases 2.11 Weighted average discount rate – operating leases 5.70 % |
Schedule of operating lease revenue | Three months ended Lease revenue 2023 Fixed contractual payments 113,660 |
Schedule of future lease payments | Years Ending December 31, Future 2023 137,562 2024 - 2025 - 2026 - 2027 - Thereafter - |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Provision for Income Taxes [Abstract] | |
Schedule of provision for taxes | Three months ended (USD in thousands) 2023 2022 Foreign $ 272,508 $ (8,698 ) Domestic (9,962 ) (1,272 ) Total $ 262,546 (9,970 ) Three months ended ( USD in thousands) 2023 2022 Current Domestic $ 40 $ - Foreign 89,176 3 Total $ 89,216 3 Deferred Domestic $ - $ - Foreign (3,302 ) (1,079 ) Total $ 85,914 $ (1,076 ) |
Schedule of deferred tax assets and liabilities | March 31, December 31, (USD in thousands) 2023 2022 Deferred tax assets Provisions for employee rights and other temporary differences $ 88 $ 234 Provisions for bad debt 711 753 Net operating loss carry forward 24,599 21,839 Valuation allowance (21,383 ) (19,165 ) Deferred tax assets, net of valuation allowance 4,015 3,661 Deferred tax liabilities Recognition of intangible assets arising from business combinations (129,565 ) (89,597 ) Deferred tax assets (liabilities), net $ (125,550 ) $ (85,936 ) |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Severance Pay, Net [Abstract] | |
Schedule of goodwill | Three months ended March 31, 2023 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2023 $ 19,788 - 81,459 - $ 101,247 Impairment loss - - - - - - Acquisitions in 2023 - 46,246 - - - 46,246 Adjustments to purchase price allocations - - 84,144 - - 84,144 Balance as of March 31, 2023 19,788 46,246 165,603 - - $ 231,637 Year ended December 31, 2022 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2022 $ 19,788 - - $ - $ - $ 19,788 Impairment loss - - - - - - Acquisitions in 2022 - - 81,459 - - 81,459 Balance as of December 31, 2022 19,788 - 81,459 - - $ 101,247 |
Description of Business (Detail
Description of Business (Details) - USD ($) | 3 Months Ended | ||
Feb. 09, 2023 | Mar. 31, 2023 | Feb. 14, 2023 | |
Accounting Policies [Abstract] | |||
Partnership description | i) Verticals and Technology, comprised of our operations in China where we have 3 VIE entities through which we primarily operate our insurance brokerage business; (ii) Online Stock Trading, primarily comprised of the operation of Magpie Securities Limited (“Magpie”) through which we operate the online stock trading business, primarily out of Hong Kong and Singapore; (iii) Comprehensive Platform Service which includes the operations of Tingo Mobile described above; and (iv) Tingo Food Processing, where crops and raw foods are processed into finished products, through Tingo Foods, (purchased by the Company in February 2023) which commenced food processing operations in August 2022. | ||
Consideration percentage | 19.90% | ||
Convertable percentage | 20.10% | ||
Redeemeble exchange percentage | 27% | ||
Interest rate | 27% | ||
Preferred stock redeemption value (in Dollars) | $ 666,666,667 | ||
Common stock equivalent value (in Dollars) | 666,666,667 | ||
Loan (in Dollars) | $ 23,700,000 | ||
Loan bears interes | 5% | ||
Matures date | May 10, 2024 | ||
Purchased percentage | 100% | ||
Secured note value (in Dollars) | $ 204,000 | ||
Interest rate | 5% | ||
Available-for-sale securitie (in Dollars) | $ 61,000,000 | ||
TMNA [Member] | |||
Accounting Policies [Abstract] | |||
Ownership percentage | 75% | ||
Tingo Group Holdings, LLC [Member] | |||
Accounting Policies [Abstract] | |||
Convertable percentage | 35% |
Description of Business (Deta_2
Description of Business (Details) - Schedule of assets and liabilities - VIE [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalent | $ 1,276 | $ 3,690 |
Trade accounts receivable, net | 4,678 | 6,823 |
Related party receivables | 2,533 | 2,001 |
Other current assets | 1,400 | 2,278 |
Total current assets | 9,887 | 14,792 |
Property and equipment, net | 163 | 176 |
Intangible assets, net | 5,712 | 5,712 |
Long-term deposit and other non-current assets | 19 | 48 |
Right of use assets under operating lease | 669 | 711 |
Restricted cash escrow | 1,485 | 1,479 |
Deferred tax assets | 840 | 793 |
Total long-term assets | 8,888 | 8,919 |
Total assets | 18,775 | 23,711 |
Current liabilities: | ||
Short-term loan | 138 | 286 |
Trade accounts payable | 1,915 | 4,817 |
Related party payables | 4,099 | 4,002 |
Current operating lease liability | 269 | 230 |
Other current liabilities | 2,754 | 4,515 |
Total current liabilities | 9,175 | 13,850 |
Long-term liabilities: | ||
Long-term loan | 379 | 377 |
Long-term operating lease liability | 327 | 257 |
Deferred tax liability | 223 | 224 |
Total long-term liabilities | 929 | 858 |
Total liabilities | $ 10,104 | $ 14,708 |
Description of Business (Deta_3
Description of Business (Details) - Schedule of net revenues, loss from operations and net loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Net Revenues Loss from Operations and Net Loss [Abstract] | ||
Net revenues | $ 18,636 | $ 8,864 |
Loss from operations | (807) | (2,184) |
Net loss | $ (345) | $ (1,572) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Schedule of exchange rate conversion - ؋ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Naira [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of exchange rate conversion [Line Items] | ||
Exchange rate currency | ؋ 460.35 | ؋ 448.55 |
RMB [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of exchange rate conversion [Line Items] | ||
Exchange rate currency | ؋ 6.8676 | ؋ 6.8972 |
Tingo Mobile Limited Transact_3
Tingo Mobile Limited Transaction (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Tingo Mobile Limited Transaction Abstract | |
Fair value | $ 1,215,241 |
Income tax rate | 30% |
Tingo Mobile Limited Transact_4
Tingo Mobile Limited Transaction (Details) - Schedule of allocation of the preliminary purchase price as of the acquisition date $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) | ||
Schedule Of Allocation Of The Preliminary Purchase Price As Of The Acquisition Date Abstract | ||
Total Merger consideration | $ 1,215,241 | [1] |
Total purchase consideration | 1,215,241 | |
Less: | ||
Net working capital | 170,327 | |
Property and equipment | 760,661 | |
Intangible – farmer cooperative | 24,893 | |
Intangible – trade names and trade marks | 54,576 | |
Intangible – software | 90,030 | |
Deferred tax liability | (50,849) | [2] |
Total | 1,049,638 | |
Goodwill | $ 165,603 | [3] |
[1] The $1,215,241 value of the Merger Consideration transferred was determined in accordance with ASC 820 and ASC 805. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted TINGO GROUP quoted price at the time of completion of the Transaction. The Company is of the opinion however, that the market value per share price as quoted on Nasdaq is not representative of the fair value and should not be used to determine the merger consideration. Using market value per share of TINGO GROUP would have led to a significant bargain purchase gain and an internal rate of return that was not reasonable as well as other valuation anomalies that it created. Hence, and in accordance with ASC 805-30-30-5, the Company reassessed the determination of the consideration transferred and determined that using Tingo, Inc. quoted price traded at the OTC Tingo Closing is more appropriate in determining the consideration fair value. Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. The goodwill is not deductible for tax purposes. |
Tingo foods PLC purchase pric_3
Tingo foods PLC purchase price allocation (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Tingo foods PLC purchase price allocation (Details) [Line Items] | |||
Merger consideration transferred | [1] | $ 1,215,241,000 | |
Interest rate per annum | 5% | ||
Statutory income tax rate | 30% | ||
Revenues | $ 851,245,000 | $ 9,563,000 | |
Net profit | 179,629,000 | ||
Promissory Note [Member] | |||
Tingo foods PLC purchase price allocation (Details) [Line Items] | |||
Merger consideration transferred | 204,000 | ||
Tingo Foods [Member] | |||
Tingo foods PLC purchase price allocation (Details) [Line Items] | |||
Revenues | 577,219 | ||
Net profit | $ 100,213 | ||
[1] The $1,215,241 value of the Merger Consideration transferred was determined in accordance with ASC 820 and ASC 805. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted TINGO GROUP quoted price at the time of completion of the Transaction. The Company is of the opinion however, that the market value per share price as quoted on Nasdaq is not representative of the fair value and should not be used to determine the merger consideration. Using market value per share of TINGO GROUP would have led to a significant bargain purchase gain and an internal rate of return that was not reasonable as well as other valuation anomalies that it created. Hence, and in accordance with ASC 805-30-30-5, the Company reassessed the determination of the consideration transferred and determined that using Tingo, Inc. quoted price traded at the OTC Tingo Closing is more appropriate in determining the consideration fair value. |
Tingo foods PLC purchase pric_4
Tingo foods PLC purchase price allocation (Details) - Schedule of summarizes the estimates of the fair value of assets $ in Thousands | Mar. 31, 2023 USD ($) | |
Schedule Of Summarizes The Estimates Of The Fair Value Of Assets Abstract | ||
Total purchase consideration | $ 204,000 | [1] |
Less: | ||
Net working capital | 42,077 | |
Property and equipment | 12,235 | |
Intangible – Customer Relationships | 125,677 | |
Intangible – trade names and trade marks | 22,097 | |
Deferred tax liability | (44,332) | [2] |
Total | 157,754 | |
Goodwill | $ 46,246 | [3] |
[1] The $204,000 value of the Merger Consideration transferred as promissory note (“Promissory Note”). The Promissory Note is for a term of two years with an interest rate of 5% per annum. The interest rate on the Promissory Note is reasonably reflective of a market-participant rate. MICT Fintech agreed to certain covenants in connection with the Promissory Note, including with regard to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of shares of the Company’s common stock, nor of any instruments convertible into shares of the Company’s common stock. Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. |
Tingo foods PLC purchase pric_5
Tingo foods PLC purchase price allocation (Details) - Schedule of revenues and net profit $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule Of Revenues And Net Profit Abstract | |
Revenues | $ 885,009 |
Net profit | $ 179,629 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 01, 2023 | Feb. 05, 2023 | Dec. 01, 2022 | Apr. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 06, 2023 | |
Stockholders' Equity (Details) [Line Items] | |||||||
Common stock | 163,727,382 | 157,599,882 | |||||
TMNA own percentage | 27% | ||||||
Shares issued | |||||||
Temporary equity, description | (i) cause the redemption of Series B preferred stock to take place within 90 days; and (ii) cause the Company to redeem all of the Series B preferred stock in exchange for $666,666,667 or an amount of common stock of TGH equivalent in value to $666,666,667. | ||||||
Shares issued of common stock | 3,994,782 | 48,000 | |||||
Future issuance shares | 1,005,218 | ||||||
Dividend yield percentage | 0% | ||||||
volatility rate | 87.20% | 100.40% | |||||
Risk-free interest rate | 0.99% | 1.64% | |||||
Expected life | 6 years 6 months | 10 years | |||||
Grant of fully vested shares of common stock | 3,200,000 | ||||||
2012 Incentive Plan [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued of common stock | 5,000,000 | ||||||
2020 Incentive Plan [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued of common stock | 25,000,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued | 2,604.28 | ||||||
Common stock | 26,042,808 | ||||||
Shares issued and outstanding percentage | 20.10% | ||||||
Series B Preferred Stock [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Common stock | 336,872,138 | ||||||
Shares issued and outstanding percentage | 35% | ||||||
Shares issued | 33,687.21 | ||||||
Repurchase Agreements [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Exercise price (in Dollars per share) | $ 3.12 | ||||||
Offering price per share (in Dollars per share) | $ 2.8 | ||||||
Cushman Holdings Limited [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued of common stock | 1,309,500 | ||||||
Intermediate Holdings Limited [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued of common stock | 750,000 | ||||||
China Strategic Investments Limited [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued of common stock | 100,000 | ||||||
Board of Directors [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Shares issued of common stock | 720,000 | ||||||
Subsequent Event [Member] | Repurchase Agreements [Member] | |||||||
Stockholders' Equity (Details) [Line Items] | |||||||
Cash paid per share (in Dollars per share) | $ 0.1 | $ 0.15 | |||||
Aggregate amount (in Dollars) | $ 6,548,115,990 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Stock Option Plan One [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Options Outstanding, Number Outstanding on March 31, 2023 | 125,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years |
Options Exercisable, Number Exercisable on March 31, 2023 | 125,000 |
Options Exercisable, Exercise Price (in Dollars per share) | $ / shares | $ 1.41 |
Stock Option Plan Two [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Options Outstanding, Number Outstanding on March 31, 2023 | 370,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years |
Options Exercisable, Number Exercisable on March 31, 2023 | 277,500 |
Options Exercisable, Exercise Price (in Dollars per share) | $ / shares | $ 1.81 |
Stock Option Plan Three [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Options Outstanding, Number Outstanding on March 31, 2023 | 95,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years |
Options Exercisable, Number Exercisable on March 31, 2023 | 31,667 |
Options Exercisable, Exercise Price (in Dollars per share) | $ / shares | $ 2.49 |
Stock Option Plan Four [Member] | |
Stockholders' Equity (Details) - Schedule of stock options outstanding and exercisable [Line Items] | |
Options Outstanding, Number Outstanding on March 31, 2023 | 590,000 |
Options Exercisable, Number Exercisable on March 31, 2023 | 434,167 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of stock option plan - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of stock option plan [Abstract] | ||
Number of Options, Options outstanding at the beginning of period | 590,000 | 1,558,000 |
Weighted Average Exercise Price, Options outstanding at the beginning of period | $ 1.83 | $ 1.74 |
Changes during the period: | ||
Number of Options, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Options, Forfeited | (968,000) | |
Weighted Average Exercise Price, Forfeited | $ 1.68 | |
Number of Options, Options outstanding at the end of the period | 590,000 | 590,000 |
Weighted Average Exercise Price, Options outstanding at the end of the period | $ 1.83 | $ 1.83 |
Number of Options, Options exercisable at the end of the period | 434,167 | 434,167 |
Weighted Average Exercise Price, Options exercisable at the end of the period | $ 1.74 | $ 1.74 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of warrants outstanding | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Schedule of Warrants Outstanding [Abstract] | |
Warrants Outstanding, Beginning Balance | shares | 62,863,879 |
Average Exercise Price, Beginning Balance | $ / shares | $ 2.854 |
Remaining Contractual Life, Beginning Balance | 4 years 3 months |
Warrants Outstanding, Granted | shares | |
Average Exercise Price, Granted | $ / shares | |
Remaining Contractual Life, Granted | |
Warrants Outstanding, Forfeited | shares | |
Average Exercise Price, Forfeited | $ / shares | |
Remaining Contractual Life, Forfeited | |
Warrants Outstanding, Exercised | shares | |
Average Exercise Price, Exercised | $ / shares | |
Remaining Contractual Life, Exercised | |
Warrants Outstanding, Ending Balance | shares | 62,863,879 |
Average Exercise Price, Ending Balance | $ / shares | $ 2.854 |
Remaining Contractual Life, Ending Balance | 4 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of fair value [Abstract] | ||
Cash and cash equivalents | $ 780,153 | $ 500,316 |
Total | 780,153 | 500,316 |
Level 1 [Member] | ||
Schedule of fair value [Abstract] | ||
Cash and cash equivalents | 780,153 | 500,316 |
Total | 780,153 | 500,316 |
Level 2 [Member] | ||
Schedule of fair value [Abstract] | ||
Cash and cash equivalents | ||
Total | ||
Level 3 [Member] | ||
Schedule of fair value [Abstract] | ||
Cash and cash equivalents | ||
Total |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segments (Details) [Line Items] | |||
Intangible assets amortization | $ 733 | $ 733 | |
Intangible assets | 144,695 | ||
Goodwill | 46,246 | ||
Deferred tax liability | 43,409 | ||
Intangible assets | 1,225 | ||
Redeemable preferred stock | $ 553,035 | ||
Intangible assets | 1,226 | ||
Tingo Mobile acquisition [Member] | |||
Segments (Details) [Line Items] | |||
Intangible assets amortization | 7,248 | ||
Intangible assets | 159,482 | ||
Goodwill | 165,603 | ||
GFHI Acquisitions [Member] | |||
Segments (Details) [Line Items] | |||
Intangible assets | 17,009 | ||
Goodwill | 19,788 | ||
GFHI Zongtong acquisitions [Member] | |||
Segments (Details) [Line Items] | |||
Deferred tax liability | 2,784 | 3,125 | |
Tingo Transaction [Member] | |||
Segments (Details) [Line Items] | |||
Intangible assets | 167,143 | ||
Goodwill | 81,459 | ||
Deferred tax liability | $ 50,143 | ||
Series B Preferred Stock [Member] | |||
Segments (Details) [Line Items] | |||
Redeemable preferred stock | 553,035 | ||
Intangible assets [Member] | |||
Segments (Details) [Line Items] | |||
Intangible assets | 16,245 | ||
Intangible assets [Member] | GFHI Acquisitions [Member] | |||
Segments (Details) [Line Items] | |||
Goodwill | 19,788 | ||
Tingo Foods acquisition [Member] | |||
Segments (Details) [Line Items] | |||
Intangible assets amortization | 3,078 | ||
Tingo Mobile acquisition [Member] | |||
Segments (Details) [Line Items] | |||
Deferred tax liability | $ 47,952 |
Segments (Details) - Schedule o
Segments (Details) - Schedule of financial performance of our operating segments - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | ||||
Segment Reporting Information [Line Items] | |||||
Segment operating loss | $ (2) | ||||
Consolidated loss before income tax benefit | 262,546 | $ (9,737) | |||
Verticals and technology [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 20,552 | 9,533 | |||
Segment operating loss | (3,224) | [1] | (4,295) | [2] | |
Other income, net | 448 | 175 | |||
Finance income (expenses), net | 65 | 178 | |||
Consolidated loss before income tax benefit | |||||
Online stock trading [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 8 | 30 | |||
Segment operating loss | (1,701) | (3,544) | |||
Other income, net | (8) | ||||
Finance income (expenses), net | (47) | (480) | |||
Consolidated loss before income tax benefit | |||||
Corporate and others [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | [3] | [4] | |||
Segment operating loss | (9,917) | [3] | (2,131) | [4] | |
Other income, net | [4] | (20) | |||
Finance income (expenses), net | (634) | [3] | 380 | [4] | |
Consolidated loss before income tax benefit | [4] | ||||
Comprehensive Platform Service [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | |||||
Segment operating loss | |||||
Other income, net | |||||
Finance income (expenses), net | |||||
Consolidated loss before income tax benefit | |||||
Food Processing [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 577,219 | ||||
Segment operating loss | 143,445 | [5] | |||
Other income, net | |||||
Finance income (expenses), net | (283) | ||||
Consolidated loss before income tax benefit | |||||
Consolidated [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 851,245 | 9,563 | |||
Segment operating loss | 260,677 | (9,970) | |||
Other income, net | 425 | 155 | |||
Finance income (expenses), net | 1,444 | 78 | |||
Consolidated loss before income tax benefit | $ 262,546 | $ (9,737) | |||
[1] Includes $733 of intangible assets amortization, derived from GFHI acquisitions. Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Includes $3,078 of intangible assets amortization, derived from the Tingo Foods acquisition. |
Segments (Details) - Schedule_2
Segments (Details) - Schedule of the financial statements of our balance sheet accounts of the segments - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | ||
Segments (Details) - Schedule of the financial statements of our balance sheet accounts of the segments [Line Items] | ||||
Assets related to segments | $ 283,515 | $ 1,682,358 | ||
Liabilities related to segments | (215,249) | (909,359) | ||
Total equity | 772,999 | |||
Verticals and technology [Member] | ||||
Segments (Details) - Schedule of the financial statements of our balance sheet accounts of the segments [Line Items] | ||||
Assets related to segments | 32,478 | [1] | 2,370,811 | |
Liabilities related to segments | (12,962) | [2] | (1,450,519) | |
Total equity | 920,292 | |||
Online stock trading [Member] | ||||
Segments (Details) - Schedule of the financial statements of our balance sheet accounts of the segments [Line Items] | ||||
Assets related to segments | 17,655 | [3] | (1) | |
Liabilities related to segments | (3,651) | |||
Comprehensive Platform Service [Member] | ||||
Segments (Details) - Schedule of the financial statements of our balance sheet accounts of the segments [Line Items] | ||||
Assets related to segments | 1,624,159 | [4] | (3) | |
Liabilities related to segments | [5] | (905,968) | ||
Food Processing [Member] | ||||
Segments (Details) - Schedule of the financial statements of our balance sheet accounts of the segments [Line Items] | ||||
Assets related to segments | [6] | 413,004 | ||
Liabilities related to segments | [7] | (312,689) | ||
Corporate and others [Member] | ||||
Segments (Details) - Schedule of the financial statements of our balance sheet accounts of the segments [Line Items] | ||||
Assets related to segments | $ (6) | $ (4) | ||
[1] Includes $16,245 of intangible assets and $19,788 goodwill, derived from GFHI’s acquisition. Includes $2,784 of deferred tax liability, derived from GFHI All weather and Zhongtong acquisitions. Includes $1,225 of intangible assets. Includes $159,482 of intangible assets and $165,603 goodwill, derived from Tingo Mobile acquisition. Includes $47,952 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable preferred stock series B. |
Trade Accounts Receivable, Ne_2
Trade Accounts Receivable, Net (Details) - Schedule of accounts receivable - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Receivable [Abstract] | ||
Trade accounts receivable | $ 359,542 | $ 14,553 |
Allowance for doubtful accounts | (2,771) | (3,012) |
Total | $ 356,771 | $ 11,541 |
Trade Accounts Receivable, Ne_3
Trade Accounts Receivable, Net (Details) - Schedule of allowance for doubtful accounts - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Allowance for Doubtful Accounts [Abstract] | ||
Beginning balance | $ 3,012 | $ 2,606 |
Provision | (507) | 618 |
Exchange rate fluctuation | 266 | (212) |
Total | $ 2,771 | $ 3,012 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of current assets – related parties - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Related Parties (Details) - Schedule of current assets – related parties [Line Items] | |||
Current assets- related parties | $ 14,535 | $ 13,491 | |
Shareholders of All Weather [Member] | |||
Related Parties (Details) - Schedule of current assets – related parties [Line Items] | |||
Current assets- related parties | 5,901 | 4,603 | |
Beijing Fucheng Prospect Technology Co., Ltd [Member] | |||
Related Parties (Details) - Schedule of current assets – related parties [Line Items] | |||
Current assets- related parties | 292 | 267 | |
Loan to Tingo Inc. [Member] | |||
Related Parties (Details) - Schedule of current assets – related parties [Line Items] | |||
Current assets- related parties | [1] | 8,023 | 8,099 |
Shareholders of Guangxi Zhongtong [Member] | |||
Related Parties (Details) - Schedule of current assets – related parties [Line Items] | |||
Current assets- related parties | $ 319 | $ 522 | |
[1] Tingo’s loan- as discussed in Note 1. |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of current liabilities – related parties - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Related Parties (Details) - Schedule of current liabilities – related parties [Line Items] | ||
Current liabilities – related parties | $ 47,083 | $ 57,506 |
Shareholders of Bokefa Petroleum and Gas [Member] | ||
Related Parties (Details) - Schedule of current liabilities – related parties [Line Items] | ||
Current liabilities – related parties | 158 | 308 |
Shareholders of All Weather [Member] | ||
Related Parties (Details) - Schedule of current liabilities – related parties [Line Items] | ||
Current liabilities – related parties | 213 | 659 |
Shareholders of Tingo Mobile Limited [Member] | ||
Related Parties (Details) - Schedule of current liabilities – related parties [Line Items] | ||
Current liabilities – related parties | $ 46,712 | $ 56,539 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - Subsequent Event [Member] | Apr. 20, 2023 USD ($) |
Commitment and Contingencies (Details) [Line Items] | |
Aggregate damages | $ 13,426 |
Cash payments | $ 13,426 |
Commitment and Contingencies _2
Commitment and Contingencies (Details) - Schedule of contractual obligations $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Contractual Obligation: | |
Office leases commitment | $ 1,959 |
Short-term debt obligations Commitment | 691 |
Services Contract Commitment | 309 |
Total | 2,959 |
Less than 1 year [Member] | |
Contractual Obligation: | |
Office leases commitment | 951 |
Short-term debt obligations Commitment | 312 |
Services Contract Commitment | 266 |
Total | 1,529 |
1-3 year [Member] | |
Contractual Obligation: | |
Office leases commitment | 953 |
Short-term debt obligations Commitment | 379 |
Services Contract Commitment | 43 |
Total | 1,375 |
3-5 year [Member] | |
Contractual Obligation: | |
Office leases commitment | 55 |
Short-term debt obligations Commitment | |
Services Contract Commitment | |
Total | 55 |
5+ year [Member] | |
Contractual Obligation: | |
Office leases commitment | |
Short-term debt obligations Commitment | |
Services Contract Commitment | |
Total |
Operating Leases (Details)
Operating Leases (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Operating Leases [Abstract] | |
Operating lease term | 4 years |
Operating lease initial term | 12 months |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of leases by balance sheet - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Right-of-use assets | $ 2,001 | $ 2,260 |
Liabilities | ||
Lease liabilities- current portion | 1,165 | 1,215 |
Lease liabilities- long term | 691 | 905 |
Total Lease liabilities | $ 1,856 | $ 2,120 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of operating lease expenses - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Operating Lease Expenses [Abstract] | ||
Operating lease cost | $ 477 | $ 412 |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of operating lease amount $ in Thousands | Dec. 31, 2022 USD ($) | |
Schedule of Maturities Operating Lease Liabilities [Abstract] | ||
2023 | $ 951 | [1] |
2024 | 694 | |
2025 | 234 | |
2026 | 24 | |
2027 | 21 | |
Thereafter | 35 | |
Total lease payment | 1,959 | |
Less: imputed interest | (103) | |
Total lease liabilities | $ 1,856 | |
[1]Not include operating leases with a term less than one year. |
Operating Leases (Details) - _4
Operating Leases (Details) - Schedule of lease term and discount rate | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of lease term and discount rate [Abstract] | |
Weighted-average remaining lease term (years) – operating leases | 2 years 1 month 9 days |
Weighted average discount rate – operating leases | 5.70% |
Operating Leases (Details) - _5
Operating Leases (Details) - Schedule of operating lease revenue $ in Thousands | Mar. 31, 2023 USD ($) |
Schedule Of Operating Lease Revenue [Abstract] | |
Fixed contractual payments | $ 113,660 |
Operating Leases (Details) - _6
Operating Leases (Details) - Schedule of future lease payments $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of Future Lease Payments [Abstract] | |
2023 | $ 137,562 |
2024 | |
2025 | |
2026 | |
2027 | |
Thereafter |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Provision for Income Taxes (Details) [Line Items] | ||||
Statutory federal income tax rate | 21% | |||
Statutory federal income tax rate | 21% | |||
Operating loss carry forward | $ 70,192 | |||
Operating loss carry forward balance | 5,115 | |||
Operating loss carry forward remaining balance | $ 60,041 | |||
General tax rate | 23% | |||
Profits tax, description | Hong Kong profits tax for a corporation from the year of assessment 2018/2019 onwards is generally 8.25% on assessable profits up to HK$2,000; and 16.5% on any part of assessable profits over HK$2,000. | |||
Income tax rate | 17% | |||
Carried forward term | 5 years | |||
Corporate tax rate | 30% | |||
Israel [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward | $ 8,828 | |||
General tax rate | 23% | |||
China [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Statutory federal income tax rate | 25% | |||
Operating loss carry forward | $ 14,722 | |||
SINGAPORE | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward | 975 | |||
Australia [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward | $ 116 | |||
Income tax rate | 25% | |||
Nigeria [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward | ||||
Magpie Securities Limited [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Tax loss carry forward | 17,946 | |||
BI Intermediate Limited [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward | $ 6,010 |
Provision for Income Taxes (D_2
Provision for Income Taxes (Details) - Schedule of provision for taxes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Provision for Taxes [Abstract] | ||
Foreign | $ 272,508 | $ (8,698) |
Domestic | (9,962) | (1,272) |
Total | 262,546 | (9,970) |
Current | ||
Domestic | 40 | |
Foreign | 89,176 | 3 |
Total | 89,216 | 3 |
Deferred | ||
Domestic | ||
Foreign | (3,302) | (1,079) |
Total | $ 85,914 | $ (1,076) |
Provision for Income Taxes (D_3
Provision for Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Provisions for employee rights and other temporary differences | $ 88 | $ 234 |
Provisions for bad debt | 711 | 753 |
Net operating loss carry forward | 24,599 | 21,839 |
Valuation allowance | (21,383) | (19,165) |
Deferred tax assets, net of valuation allowance | 4,015 | 3,661 |
Recognition of intangible assets arising from business combinations | (129,565) | (89,597) |
Deferred tax assets (liabilities), net | $ (125,550) | $ (85,936) |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of goodwill - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Verticals and technology [Member] | ||
Goodwill (Details) - Schedule of goodwill [Line Items] | ||
Balance beginning | $ 19,788 | $ 19,788 |
Impairment loss | ||
Acquisitions in 2023 | ||
Adjustments to purchase price allocations | ||
Balance ending | 19,788 | 19,788 |
Food Processing [Member] | ||
Goodwill (Details) - Schedule of goodwill [Line Items] | ||
Balance beginning | ||
Impairment loss | ||
Acquisitions in 2023 | 46,246 | |
Adjustments to purchase price allocations | ||
Balance ending | 46,246 | |
Comprehensive Platform Service [Member] | ||
Goodwill (Details) - Schedule of goodwill [Line Items] | ||
Balance beginning | 81,459 | |
Impairment loss | ||
Acquisitions in 2023 | 81,459 | |
Adjustments to purchase price allocations | 84,144 | |
Balance ending | 165,603 | 81,459 |
Corporate and others [Member] | ||
Goodwill (Details) - Schedule of goodwill [Line Items] | ||
Balance beginning | ||
Impairment loss | ||
Acquisitions in 2023 | ||
Adjustments to purchase price allocations | ||
Balance ending | ||
Consolidated [Member] | ||
Goodwill (Details) - Schedule of goodwill [Line Items] | ||
Balance beginning | 101,247 | 19,788 |
Impairment loss | ||
Acquisitions in 2023 | 46,246 | 81,459 |
Adjustments to purchase price allocations | 84,144 | |
Balance ending | 231,637 | 101,247 |
Online stock trading [Member] | ||
Goodwill (Details) - Schedule of goodwill [Line Items] | ||
Balance beginning | ||
Impairment loss | ||
Acquisitions in 2023 | ||
Adjustments to purchase price allocations | ||
Balance ending | ||
Corporate and Other [Member] | ||
Goodwill (Details) - Schedule of goodwill [Line Items] | ||
Balance beginning | ||
Impairment loss | ||
Acquisitions in 2023 | ||
Balance ending |