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 Ltd. (“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 June 30, 2023, the Company has five 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 chief operating decision maker (“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 June 30, 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 recharge 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 purchases crops and raw foods, before processing them into finished food products through arrangements with third party rice mills, cashew processing plants, and other food processing companies, to be sold to large food distributor and wholesaler companies (Tingo Foods was purchased by the Company in February 2023) ● Export and Commodity Trading, where both agricultural commodities and processed foods are exported and traded on a global basis through Tingo DMCC, which operates DMCC. The following table summarizes the financial performance of our operating segments: For the six months ended June 30, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 33,721 $ 28 $ - $ 463,016 $ 347,997 $ 983,652 $ 1,828,414 Segment operating Income (loss) (41,054 ) (4,515 ) (14,744 ) 229,289 69,599 203,815 442,390 Other income (loss), net (492 ) (9 ) - 138 - - (363 ) Financial income (expenses), net 81 (439 ) (2,088 ) (17,776 ) - (1,155 ) (21,377 ) Consolidated profit before provision for income taxes $ 420,650 (1) Includes: (1) $1,806 Impairment of intangible assets from Guangxi Zhongtong Insurance Agency Co., Ltd, (2) $7,777 Impairment of intangible assets from GFH transaction (3) $4,814 Impairment of intangible assets from Beijing Fucheng Lianbao Technology Co. (4) $19,788 impairment of goodwill derived from GFHI acquisition. (5) $3,333 loss from All Weather’s deconsolidation (6) $1,578 of intangible assets amortization. (2) Corporate and others segment 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. (3) Includes $14,488 of intangible assets amortization, derived from the Tingo Mobile merger. (4) Includes $1,253 Impairment of intangible assets from Magpie. (5) Includes $7,697 of intangible assets amortization, derived from the Tingo Foods acquisition. For the three months ended June 30, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 13,169 $ 20 $ - $ 209,550 $ 347,997 $ 406,433 $ 977,169 Segment operating Income (loss) (37,830 ) (2,814 ) (4,827 ) 97,215 69,599 60,370 181,713 Other income (loss), net (940 ) (1 ) - 153 - - (788 ) Financial income (expenses), net 16 (392 ) (1,454 ) (20,119 ) - (872 ) (22,821 ) Consolidated profit before provision for income taxes $ 158,104 (1) Includes: (1) $1,806 Impairment of intangible assets from Guangxi Zhongtong Insurance Agency Co., Ltd, (2) $7,777 Impairment of intangible assets from GFH transaction (3) $4,814 Impairment of intangible assets from Beijing Fucheng Lianbao Technology Co. (4) $19,788 impairment of goodwill derived from GFHI acquisition. (5) $3,333 loss from All Weather’s deconsolidation (6) $782 of intangible assets amortization. (2) Includes $1,253 Impairment of assets. (3) Includes $7,240 of intangible assets amortization, derived from the Tingo Mobile acquisition. (4) Corporate and others segment 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. (5) Includes $4,619 of intangible assets amortization, derived from the Tingo Foods acquisition. For the six months ended June 30, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 21,483 $ 38 $ - $ - $ - $ - $ 21,521 Segment operating loss (6,090 ) (6,038 ) (11,612 ) - - - (23,740 ) Other income (loss), net 807 51 (20 ) - - - 838 Financial income (expenses), net 253 (1,043 ) (299 ) - - - (1,089 ) Consolidated loss before provision for income taxes $ (23,991 ) (1) Includes $1,591 of intangible assets amortization, derived from GFHI acquisition. (2) Corporate and others segment 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. For the three months ended June 30, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 11,950 $ 8 $ - $ - $ - $ - $ 11,958 Segment operating loss (1,79 ) (2,494 ) (9,481 ) - - - (13,770 ) Other income, net 632 51 - - - - 683 Financial income (expenses), net 77 (564 ) (680 ) - - - (1,167 ) Consolidated loss before provision for income taxes $ (14,254 ) (1) Includes $733 of intangible assets amortization, derived from the GFHI Acquisition. (2) Corporate and others segment 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. The following table summarizes the financial statements of our balance sheet accounts of the segments: As of June 30, 2023 (USD in thousands) Verticals Online Comprehensive Food Corporate Export and Consolidated Assets related to segments $ 18,245 $ 7,629 $ 907,887 $ 352,570 $ 50,860 $ 347,997 $ 1,685,188 Liabilities and redeemable Series B Preferred Stock related to segments (6,742 ) (2,664 ) (559,430 ) (94,488 ) (219,843 ) (278,398 ) (1,161,565 ) Total equity $ 523,623 (1) Includes $152,453 of intangible assets and $165,603 goodwill, derived from Tingo Mobile acquisition. Includes $45,778 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable Series B Preferred Stock. (2) Includes $140,077 of intangible assets and $46,246 goodwill, derived from the Tingo Foods acquisition. Includes $42,023 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 $ 21,077 $ 1,541,093 $ 79,357 $ 1,682,358 Liabilities and Series B Preferred Stock related to segments (18,406 ) (3,911 ) (877,353 ) (9,689 ) (909,359 ) Total equity $ 772,999 (1) Includes $17,009 of intangible assets and $19,788 goodwill, derived from the GFHI Acquisition. Includes $3,125 of deferred tax liability, derived from GFHI, All Weather and Zhongtong acquisitions. (2) Includes $1,226 of intangible assets. (3) Includes $167,143 of intangible assets and $81,459 goodwill, derived from the Tingo Mobile acquisition. Includes $50,143 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable Series B Preferred Stock. |