Tingo, Inc.(collectively with our subsidiary, "we," "us," "our," "Tingo" or the "Company"), a Nevadacorporation, was formed on February 17, 2015. Our shares trade on the OTC Markets trading platform under the symbol 'TMNA'. We acquired our wholly-owned subsidiary, Tingo Mobile, PLC, a Nigerian public limited company ("Tingo Mobile"), in a share exchange with its sole shareholder effective August 15, 2021. The Company, including its subsidiary Tingo Mobile, is an Agri-Fintech company offering a comprehensive platform service through use of smartphones - 'device as a service' (using GSM technology) to empower a marketplace to enable subscribers/farmers within and outside of the agricultural sector to manage their commercial activities of growing and selling their production to market participants both domestically and internationally. The ecosystem provides a 'one stop shop' solution to enable such subscribers to manage everything from airtime top ups, bill pay services for utilities and other service providers, access to insurance services and micro finance to support their value chain from 'seed to sale'. As of June 30, 2022, Tingohad approximately 9.3 million leasing customers using its mobile phones and who also use the Company's agri-fintech platform (www.nwassa.com). Nwassa is considered to be Africa'sleading digital agriculture ecosystem that empowers rural farmers and agri-businesses by using proprietary technology to enable access to markets in which they operate. Farmers in Nigeriause the Nwassa agri-trading platform to support the supply and purchase of a variety of agricultural inputs and produce. The system provides real-time pricing, straight from the farms, eliminating middlemen. Our users' customers pay for produce bought using available pricing on our platform. The Nwassa platform has also created an escrow solution that secures the buyer, inasmuch as funds are not released until fulfilment. The platform also facilitates trade financing, ensuring that banks and other lenders compete to provide credit to our members. Although we have a large retail subscriber base, ours is essentially a business-to-business-to-consumer ("B2B2C") business model. Each of our subscribers is a member of one of two large farmers' cooperatives with whom we have a contractual relationship and which relationship facilitates the distribution of our branded smartphones into various rural communities of member farmers. And it is through our phones and our proprietary applications imbedded therein where we are able to distribute our wider array of agri-fintech services and generate the diverse revenue streams as described in more detail in this report. Our principal office is located at 43 West 23rd Street, 2nd Floor, New York, NY10010, and the telephone number is +1-646-847-0144. Our corporate website is located at www.tingoinc.com, although it does not constitute a part of this Quarterly Report. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission("SEC"). Our shares are traded on OTC Markets under the ticker symbol 'TMNA'. The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Quarterly Report and in conjunction with the financial statements and notes thereto in the Company's Annual Report on Form 10-K and any amendments thereto ("10-K"). In addition, some of the statements in this report constitute forward-looking statements. The matters discussed in this Quarterly Report, as well as in future oral and written statements by management of Tingo, that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar words. Important assumptions include our ability to generate revenues, achieve certain margins and levels of profitability, and the availability of additional capital. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-looking statements contained in this Quarterly Report include statements as to:
? our future operating results;
? our business prospects;
? currency volatility, currency and inflation risks;
? our contractual agreements with our customers and other relationships with
some thirds ;
? the dependence of our future success on the general economy and its impact on
the industries in which we invest;
22 Table of Contents
? political instability in the countries in which we operate;
? uncertainty regarding certain legal systems in
? our dependence on external sources of capital;
? our expected financing and capital raisings;
? our regulatory structure and tax treatment;
? the adequacy of our liquidity and working capital;
? the timing of cash flows from our operations;
? the impact of interest rate fluctuations on our business;
? market conditions and our ability to access additional capital, if deemed
? uncertainty about the timing, pace and depth of an economic recovery in
? natural or man-made disasters and other external events that may disrupt our
There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this Quarterly Report, please see the discussion in "Item 1A. Risk Factors" in our 10-K. In particular, you should carefully consider the risks we have described in the 10-K and elsewhere in this Quarterly Report concerning the coronavirus pandemic and the economic impact of the coronavirus on the Company and our operations. You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date this Quarterly Report is filed with the
Signature of a merger agreement with MICT, Inc.
October 6, 2022, the Company, MICT, Inc. ("MICT"), and representatives of each company's shareholders entered into a Second Amended and Restated Agreement and Plan of Merger ("Restated Merger Agreement"). The common stock of MICT is traded on the Nasdaq Capital Market under the symbol 'MICT'. The Restated Merger Agreement is the second restatement of the agreement and the result of efforts of Tingoand MICT to restructure the transaction as a multi-phase forward triangular merger ("Merger") instead of as a reverse triangular merger as previously agreed. Under the terms of the Restated Merger Agreement, Tingowill create a newly-formed subsidiary incorporated in the British Virgin Islands("Tingo BVI Sub") to facilitate the Merger and hold the Company's beneficial ownership interest in Tingo Mobile. MICT will also create a subsidiary incorporated in the British Virgin Islands("MICT BVI Sub"), which will be merged with and into Tingo BVI Sub, with MICT BVI Sub as the surviving corporation and a subsidiary of MICT. The Merger will, therefore, result in Tingo Mobile becoming an indirect wholly-owned subsidiary of MICT, and the operations of Tingo Mobile, as an agri-fintech company, becoming the predominant operations of MICT. The aggregate consideration tendered by MICT to Tingo, the sole shareholder of Tingo Mobile, will consist of: (i) newly-issued common stock of MICT equal to 19.9% of its outstanding shares, calculated immediately prior to the closing date of the Merger; and (ii) two series of convertible preferred shares - Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "MICT Preferred Shares"). The conversion of the MICT Preferred Shares is subject to various conditions, including approval of MICT's shareholders and, in the case of the MICT Series B Convertible Preferred Stock, is also subject to Nasdaq approving a change of control of MICT. If all of the MICT Preferred Shares are converted into MICT common stock, Tingowill hold 75.0% of the outstanding shares of MICT. A summary of the Restated Merger Agreement and the actions taken by the Company and MICT in connection therewith are included in our Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commissionon October 14, 2022. On November 9, 2022, we filed a definitive Information Statement to provide information to our shareholders about the Merger, the Merger Agreement, and the transactions contemplated thereby.
The acquisition of
August 15, 2021, the Company acquired all of the share capital of Tingo Mobile plc, a Nigerian corporation ("Tingo Mobile") from Tingo International Holdings, Inc., a Delawarecorporation ("TIH"), the sole shareholder of TingoMobile. Pursuant to 23 Table of Contents the Acquisition Agreement executed in connection with the transaction, as subsequently amended, we issued TIH 1,028,000,000 shares of our Class A common stock and 65,000,000 shares of our Class B common stock. We also paid various fees and expenses in connection with the transaction, including 27,840,000 shares of our Class A common stock as a finder's fee.
Three months completed
The Company’s consolidated results of operations for the three months ended
Three Months Ended % of % of (in Thousands) June 30, 2022 Revenue June 30, 2021 Revenue Revenue
$ 268,685- $ 100,731- Operating Expense (146,662) 54.58 % (49,724) 49.36 % Operating Income 122,023 45.42 % 51,007 50.64 % Other Income, net 114 - 80 - Income before taxes 122,138 45.46 % 51,087 50.72 % Income tax(1) (49,584) (16,348)
Income from continuing operations 72,553 27.00
% 34,739 34.49 % Net Income
$ 72,55327.00 % $ 34,73934.49 %
(1) Tax liability is based on Tingo Mobile’s pre-tax earnings on an individual basis for the period shown.
Tingo'soperating income for the three months ended June 30, 2022was $122.0 millionas compared to $51.0 millionduring the three months ended June 30, 2021, an increase of $71.0 million, or 139.2%. The substantial increase as compared to the second quarter of 2021 is largely due to renewal of the mobile leasing activity that commenced in May 2021and August 2021with our two partner cooperatives, as well as the revenue contribution made by our Nwassa agri-fintech platform. We believe the increased adoption rates and growth in our Nwassa user base are a clear demonstration of how rapidly the Nwassa agri-fintech platform, powered through a smartphone, is providing value and convenience to farming and rural communities. We earn up to a 4.0% commission on Nwassa services, which have net margins of over 90.0%. As Nwassa becomes a progressively larger component of our aggregate revenue, we expect overall gross profit margins, as well as aggregate profit, to increase accordingly. This is reflective in the growth of Tingo'sNet Income of $72.5 millionfor the three months ended June 30, 2022compared to $34.7 millionfor the three months ended June 30, 2021, an increase of $37.8 million, or 108.9%.
The Company’s consolidated results of operations for the six months ended
Six Months Ended % of % of (in Thousands) June 30, 2022 Revenue June 30, 2021 Revenue Revenue
$ 525,742- $ 145,970- Operating Expense (332,556) 63.25 % (54,340) 37.23 % Operating Income 193,186 36.74 % 91,630 62.77 % Other Income, net 300 - 139 - Income before taxes 193,468 36.80 % 91,769 62.87 %
Income tax (current period)(1) (88,283) (29,366) Income from continuing operations 105,203 20.01 % 62,403 42.75 % Net Income
$ 105,20320.01 % $ 62,40342.75 %
(1) Tax liability is based on Tingo Mobile’s pre-tax earnings on an individual basis for the period shown.
Tingo'soperating income for the six months ended June 30, 2022was $193.2 millionas compared to $91.6 millionduring the six months ended June 30, 2021, an increase of $101.6 million, or 110.0%. As with the comparative three-month results discussed above, the substantial increase is largely due to renewal of the mobile leasing activity that commenced in May and August 2021, as well as the significantly positive growth of revenue mix in the higher margin business in Nwassa, where we earn up to a 4.0% commission on various agri-fintech transactions and have relatively insignificant marginal costs as compared to our sales and leasing business. Revenue
Three months completed
Three Months Ended June 30, 2022 June 30, 2021 Mobile Phone leasing
$ 122,068,101 $ 55,301,413Services- Mobile calls & data 15,750,628 10,413,632 NWASSA revenue 130,866,170 35,016,349 Airtime 3,626,243 2,103,211 Brokerage on loans 6,025,477 485,053 Insurance 6,626,878 2,058,221
Trade in agricultural products 65,437,480 16,599,033 Utilities
49,150,092 13,770,831 Total Revenue
$ 268,684,899 $ 100,731,394
Six Months Ended June 30, 2022 June 30, 2021 Mobile Phone leasing
$ 243,841,958 $ 55,301,413
Services – Mobile calls & data 29,477,240 23,990,510
NWASSA revenue 252,423,220 66,677,596 Airtime 7,051,761 4,138,750 Brokerage on loans 10,146,128 1,050,328 Insurance 13,222,078 2,058,221
Trade in agricultural products 127,635,985 31,699,485 Utilities
94,367,268 27,730,812 Total Revenue
$ 525,742,418 $ 145,969,519Generally. We generated total revenue of $268.7 millionduring the quarter ended June 30, 2022compared to $100.7 millionduring the quarter ended June 30, 2021, an increase of $168.0 million, or 167.8%. During the six months ended June 30, 2022, we generated revenue of $525.7 millionas compared to $146.0 millionduring the six months ended June 30, 2021, an increase of $379.7 million, or 260.0%. In addition to recognizing leasing and service revenue from our mobile phones during the first half of 2022, we also experienced sharp growth in the utilization of our Nwassa agri-fintech platform as compared to the first half of 2021. This platform delivered strong growth in revenue, increasing from $35.0 millionand $66.7 millionduring the three and six months ended June 30, 2021, respectively, to $130.9 millionand $252.4 millionduring the three and six months ended June 30, 2022, respectively. This represents growth of 274.0% and 278.4% for the respective comparative periods. Our Nwassa agri-fintech business now represents approximately 48.0% of total revenue for the six months ended June 30, 2022as compared to approximately 45.7% of total revenue for the six months ended June 30, 2021. The principal reasons for the increases during the second quarter and first half of 2022 as compared to the second quarter and first half of 2021 were as follows:
Our strategy to equip rural communities with an affordable smartphone
‘device as a service’ has proven effective in increasing the volume of
? trading of agricultural products taking place on the platform. Considering the fees we earn
through these services, we estimate that the Company processed slightly less
billion in transaction volume for our subscribers during the first half of 2022. 25 Table of Contents
Agricultural trade revenue for the second quarter and first half of 2022 was
? The number of farmers trading products on our system has also increased by a
significant level compared to previous periods. We believe this is a
demonstration of the value that Nwassa offers to farmers as a platform of choice
market their products in the domestic market.
Utility refills on Nwassa saw revenue rise to
million for the three and six months, respectively, ended
? respectively, completed
quarter over quarter and a growth rate of 340.8% compared to the first
half of 2021. The level of activity is a strong indicator of the level of confidence
and reliability that consumers place on our service, with virtually no resistance to the transaction fees we charge.
Nwassa’s significant revenue growth is in line with our strategy to
? grow our Agri-Fintech business as our primary focus with mobile access
devices as an enabler to ensure access and connectivity to our Nwassa platform.
The decline in the Naira-USD exchange rate of
? was mitigated by significant organic growth in volumes and margins
on our agro-fintech trading activity.
Mobile rental revenues continue to be in line with expectations from the one-year rental contract and were slightly impacted by the lower exchange rate.
Leasing revenue is recognized over 12 months in equal instalments from the date of sign up of the contract. Inasmuch as our lease agreements did not commence until later in the first half of 2021, wherein we had
$55.3 millionin leasing revenue during the quarter and six months ended June 30, 2021as compared to $122.1 millionand $243.8 millionfor the quarter and six months ended June 30, 2022, respectively. Nwassa, our Agri-Fintech platform generated 48.7% and 48.0% of total Company revenue during the three and six months ended June 30, 2022, respectively, compared to 34.8% and 45.7% of total revenue for the three and six months ended June 30, 2021, respectively. Utility top-up activity levels more than tripled during the three and six months ended June 30, 2022as compared to the three and six months ended June 30, 2021. We believe that the strong performance of the Agri-fintech side of our business is a clear demonstration of the maturity and adoption of the Nwassa platform by a higher percentage of our 'Device as a Service' customer base powered through farmers' cooperatives. The level of loan brokerage, which was relatively negligible in the first six months of 2021 increased to $10.1 millionfor the six months ended June 30, 2022. Of note was the residual revenue stream in the first half of 2022 resulting from the one-time sale of mobile phones in the fourth quarter of 2021, where we estimate that at least 30% of the non-leasing customer base who purchased these phones registered for access to the Nwassa platform to manage airtime and utility payments during the first six months of 2022. This is significant, inasmuch as it is a demonstration of our successful campaigns we ran to register customers who bought a phone via a third non-agricultural cooperative with which we contracted in November 2021. However, we believe that it is important to understand that the provision of smartphones is the means to drive a higher level of access to our Agri-Fintech platform Nwassa, to enable our customers to participate in our Agri-marketplace, top up their airtime, pay for utilities, insure their mobile devices and access credit services through partner institutions. Typical fees and commissions on these services can be up to 4.0%. Insurance revenue is fixed at $0.24per device per month. Our focus on providing an affordable mobile device is core to the delivery of our fintech services and we call that 'Device as a Service' model. The richness of our Agri-Fintech service and related payment services deliver a very unique model of social upliftment and financial inclusion to rural communities. The agri-marketplace we have created provides our customers with an opportunity to market their fresh produce to reduce the 'time to market' and contribute towards our objectives to support the rural farming community with products and services that enable reduction in 'post-harvest losses' - a key area of focus for us as part of our investment to deliver services through use of smartphones to drive tangible social upliftment through increased sales for such farmers using the Nwassa platform. 26 Table of Contents Cost of Sales
Three months completed
The following table sets forth the cost of sales for the three months ended
June 30, 2022and June 30, 2021: Three Months Ended June 30, 2022 June 30, 2021 Commission to Cooperatives and Agents $ 2,992,488 $ 2,046,256Cost of Mobile Phones 122,366 45,435,433 Total cost of sales $ 3,114,854 $ 47,481,689
The following table sets forth the cost of sales for the six months ended
June 30, 2022and June 30, 2021: Six Months Ended June 30, 2022 June 30, 2021 Commission to Cooperatives and Agents $ 5,492,328 $ 4,558,197Cost of Resold Mobile Phones 122,366 45,435,433 Total cost of sales $ 5,614,694 $ 49,993,630The Company's cost of sales for the three and six months ended June 30, 2022was $3.1 millionand $5.6 million, respectively, as compared to $47.5 millionand $50.0 millionfor the three and six months ended June 30, 2021, respectively. The lower cost of sales in the first half of 2022 was due to no bulk sales of mobile phones during those periods.
The cost of sales is made up of two key components:
Commissions to cooperatives and agents – the company has more than 17,000 agents
? who support the deployment of our services through Cooperatives and a
network of independent agencies of rural farmers and women.
Cost of resold mobile phones – from time to time we will sell our brand
? phones in one-time bundling transactions. In such cases, we allocate the costs
of manufacture and delivery against the sales price of the phones. 27 Table of Contents
Selling, general and administrative expenses
Three months completed
The following table presents selling, general and administrative expenses for the three months ended
Three Months Ended June 30, 2022 June 30, 2021 Payroll and related expenses
$ 20,329,684 $ 773,918Distribution expenses 288,774 6,245 Professional fees 12,821,414 307,681 Bank fees and charges 360,373 173,201 Depreciation and amortization 106,876,493 721,339 General and administrative - other 2,887,859
Bad debt expenses 57
Selling, general and administrative expenses
The following table shows selling, general and administrative expenses for the six months ended
Six Months Ended
June 30, 2022 June 30,
Payroll and related expenses
$ 39,570,896 $ 1,464,614Distribution expenses 509,961 110,818 Professional fees 68,490,826 623,115 Bank fees and charges 996,420 236,025 Depreciation and amortization 213,617,432
General and administrative - other 3,726,772
Bad debt expenses 47,455
Selling, general and administrative expenses
Prior year expenses mainly relate to general and administrative expenses relating of Tingo Mobile only. Our acquisition of Tingo Mobile and the attendant expenses to maintain our status as a public reporting company has substantially increased these costs. In addition, in the fourth quarter of 2021, we adopted our 2021 Equity Incentive Plan which provided for, among other awards, shares of restricted stock to Plan participants. This resulted in stock-based compensation expense and professional fees of
$101.2 millionin the aggregate for the six months ended June 30, 2022. A detailed breakdown of other costs included in Selling General and Administrative Expenses are contained in the Consolidated Profit and Loss Statement. A substantial part of these costs relate to TingoMobile's operations in Nigeriaand operational costs related to our parent
Tingo, Inc.28 Table of Contents 2021 Equity Incentive Plan On October 6, 2021, the Board adopted our 2021 Equity Incentive Plan ("Incentive Plan"), the purpose of which was to promote the interests of the Company by encouraging directors, officers, employees, and consultants of Tingoto develop a long-term interest in the Company, align their interests with that of our stockholders, and provide a means whereby they may develop a proprietary interest in the development and financial success of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock, common stock purchase options, restricted stock units, and stock appreciation awards. The maximum number of shares of our Class A common stock that are subject to awards granted under the Incentive Plan is 131,537,545 shares. The term of the Incentive Plan will expire on October 6, 2031. On October 12, 2021, our stockholders approved our Incentive Plan and, during the fourth quarter of 2021 and the first six months of 2022, the Tingo Compensation Committee granted awards under the Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of 131,370,000 shares. The majority of the awards so issued are each subject to a vesting requirement over a 2-year period unless the recipient thereof is terminated or removed from their position without "cause", or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Company. We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation-Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all stock awards under the Incentive Plan that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. In connection with these awards, we recorded stock-based compensation expense and professional fees of $29.2 millionand $101.2 millionfor the three and six months ended June 30, 2022, respectively. As of June 30, 2022, total compensation expense to be recognized in future periods is $53.6 million. The weighted average period over which this expense is expected to be recognized is 1.5 years. The following table summarizes the activity related to granted, vested, and unvested restricted stock awards under the Incentive Plan for the six months ended June 30, 2022: Weighted Number of Average Grant Shares Date Fair Value Unvested shares outstanding, January 1, 2022 36,950,833 $ 1.80 Shares Granted 22,500,000 $ 3.93 Shares Vested 32,176,510 $ 3.15 Shares Forfeited - -
Unvested shares outstanding,
Cash and capital resources
Sources and Uses of Cash: Our principal sources of liquidity are our cash and cash equivalents, and cash generated from operations. On
September 24, 2021, we filed a Form D with the Securities and Exchange Commissionindicating the sale of our securities in one or more private transactions (the "Private Offering"). We expect that, as a result of the Private Offering, we will also be able to secure sufficient operating and working capital for our parent company activities for the next twelve months.
Indebtedness: The Company had
We expect our cash on hand and proceeds received from our assets and operations will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months. There can be no assurance that we will continue to generate cash flows at or above current levels or that we will be able to raise additional financing to support our parent company's operating and compliance expenditures. 29 Table of Contents Our cash flows could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions, regulatory requirements, changes in technologies, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, and other conditions. Our ability to attract and maintain a sufficient customer base, particularly in our principal markets, is critical to our ability to maintain a positive cash flow from operations. The foregoing events individually or collectively could affect our results. We are evaluating the impact of current market conditions on our Company and its ability to generate dollar-denominated income. We believe that our operating cash flow and cash on hand will be sufficient to meet operating requirements and to finance routine capital expenditures through the next twelve months.
Off-balance sheet arrangements
November 10, 2021, our Board adopted a Dividend Policy for the Company. The Policy provides a process that the Board will undertake when approving quarterly, annual, and special dividends for the Company including, but not limited to, various financial criteria and macroeconomic factors, as well as certain financial and economic factors specific to the Company. In the case of quarterly dividends, within ninety (90) calendar days following the end of each fiscal year, the Board will determine the dividend payment, if any, that will be made to holders of the Company's capital stock. Such dividend will generally be expressed as a cash amount equal to a percentage of the Company's consolidated after-tax net income for such prior fiscal year, and will be divided into fourths, with one-fourth of the amount payable each quarter.
Management has made an assessment of the Company’s business up to the date of issue of the financial statements, noting the following subsequent event:
Entry into Second Amended and Restated Merger Agreement. As described above in Note 2 - Entry Into Restated Merger Agreement with MICT, on
October 6, 2022, the Company, MICT, and representatives of each company's shareholders entered into the Restated Merger Agreement. 30
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