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Share Name | Share Symbol | Market | Type |
---|---|---|---|
MICT Inc | NASDAQ:MICT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.9261 | 0.9086 | 0.93 | 0 | 00:00:00 |
The acquisition of 100% of Tingo Mobile Limited (“Tingo Mobile”), which was completed on November 30, 2022, has resulted in the consolidation of its financial results into the Company from December 1, 2022. Today’s earnings presentation and this press release also includes pro forma financial information for the full year ended December 31, 2022, with comparative pro forma financial information for the year ended December 31, 2021, so as to provide shareholders with a fuller understanding of the performance and growth of the acquisition and its expected impact on the Company.
Highlights & Recent Developments
Financial Results
1EBITDA (Earnings Before Interest Tax Depreciation and Amortization) is considered a non-GAAP measure of financial performance)
Operational Milestones
Darren Mercer, MICT’s Chief Executive Officer, commented, “I am delighted with the remarkable transformation that we achieved in 2022. At the beginning of the year, we were faced with the backdrop of huge disruption in our domestic markets of China and Hong Kong, due to widespread Covid lockdown measures, and a significant downturn in the global financial services sector, in response to which we pivoted the Company both geographically and strategically, and acquired a business that is not only growing strongly but is also addressing some of the world’s biggest problems, namely food insecurity, financial exclusion and poverty. I feel privileged to be involved with Tingo and have acquired a business whose success is aligned with improving global food supply, and also with helping Africa and other emerging markets to become food sustainable.
“Our focus for much of 2022 was on completing and integrating our acquisition. After completing extensive due diligence and analysis on Tingo Mobile with a first-class team of globally renown advisors, including Ernst & Young, Dentons and Houlihan Lokey, before then restructuring the transaction so as to expedite its completion, and improve the terms for our shareholders, we were delighted to close the transaction to combine the companies before year end. This has considerably strengthened our balance sheet at December 31, 2022, resulting in gross assets of $1.7 billion, of which more than $0.5 billion is cash on hand. In addition, by closing the acquisition in 2022, we were able to engage one of the world’s leading accounting and audit firms, Deloitte, to audit the combined December 31, 2022, balance sheet and financial statements. It also gave us the opportunity to engage Grant Thornton to undertake an audit and Sarbanes-Oxley review of the group’s internal controls and procedures.
“I am also delighted with the progress we made with integrating Tingo Mobile into the group during Q4 2022, and in accelerating the expansion of the various businesses. As announced previously, since November 2022 we have signed trade partnerships that are expected to triple Tingo Mobile’s customers by the end of 2023, in addition to expanding our operations into three new countries, launching two new businesses, namely Tingo DMCC and TingoPay, and acquired the highly profitable Tingo Foods business. These significant developments, and their impact in terms of closing the end-to-end seed-to-sale ecosystem, puts us into a very strong position for 2023 and beyond.
“The financial results for Tingo Mobile, and the pro forma consolidated financial information for the group, speak for themselves. Highlights in the pro forma income statement include the 200% growth in gross profit in 2022 to $675 million, and a move from a Net Income Before Tax loss of $47 million in 2021 to a Net Income Before Tax surplus of more than $550 million in 2022. Additionally, we have experienced material growth during the first quarter of 2023, and we expect such growth to continue and accelerate throughout the remainder of the year and beyond.
“Having successfully integrated Tingo Mobile into the group and completed an audit with a world leading accounting firm, we look forward to finally addressing the significant disconnect in our share price and attract a valuation that is reflective of our consolidated earnings. With more than $500 million of cash on our balance sheet, and the launch of the largest food processing plant in Africa set to take place next year, we have an increasing number of options available to us to overcome the share price disconnect. As we continue to evaluate and consider all the options, together with our overall strategy for maximizing shareholder value, we will keep the market apprised and I hope to provide a further update in the coming weeks.”
Dozy Mmobuosi, Founder & CEO of Tingo Mobile and Tingo Foods, added: “My colleagues and I at Tingo Mobile and Tingo Foods are delighted that we are now part of Tingo Group. The completion of the merger on November 30, 2022, represented a major milestone in the history of Tingo Mobile, which my father and I founded some 22 years ago. We are already seeing the benefits of the synergies in the group, and of being part of a Nasdaq listed company, and our shareholders will have noted the considerable progress we have made since the fourth quarter of 2022, with the acceleration of our growth plans and globalization and dollarization strategies.
“We are particularly excited about the completion of the virtuous circle of our agri-fintech eco-system, where we can now deliver on, and profit from, every part of the journey from seed-to-sale. We are also very excited about our diversification, both geographically, including within my home continent of Africa, as well as into other parts of the world and into other sectors, for example, through our B2C and B2B TingoPay business and partnership with Visa.
“As we deliver on our success for the Company and its shareholders, it is of the highest importance to me and the Board of Tingo Group that we equally deliver on our mission and our Environment Social and Governance (“ESG”) goals, as we continue to strive to meaningfully improve global food security and financial inclusion, and also to deliver social and financial upliftment to our customers and, very importantly to me, help make Africa food sustainable.
“With the major steps we have taken in recent months to capitalize on our merger and the Company’s Nasdaq listing, we are confident we can build significantly on the revenue and earnings growth we achieved in 2022 and deliver considerable value to our shareholders.”
2022 Financial Review
Fourth Quarter and Full Year 2022 Results Conference Call
Tingo Group CEO, Darren Mercer, Tingo Mobile and Tingo Foods Founder & CEO, Dozy Mmobuosi, and Tingo Group CFO, Kevin Chen, will host the conference call, followed by a question-and-answer period. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.
Questions for the question-and-answer period will be accepted leading up to the call and can be submitted to TIO@mzgroup.us.
To access the call, please use the following information:
Date: | Friday March 31, 2023 |
Time: | 8:00 a.m. Eastern time (5:00 a.m. Pacific time) |
Dial-in: | 1-877-704-4453 |
International Dial-in: | 1-201-389-0920 |
Conference Code: | 13737364 |
Webcast: | https://viavid.webcasts.com/starthere.jsp?ei=1605988&tp_key=7a46dc5efb |
A telephone replay will be available approximately two hours after the call and will run through April 30, 2023, by dialing 1-844-512-2921 from the U.S., or 1-412-317-6671 from international locations, and entering replay pin number: 13737364. The replay can also be viewed through the webcast link above and the presentation utilized during the call will be available in the company’s investor relations section here.
About Tingo Group
Tingo Group, Inc. (NASDAQ: TIO) is a global Fintech and Agri-Fintech group of companies with operations in Africa, Southeast Asia and the Middle East. Tingo Group’s wholly owned subsidiary, Tingo Mobile, is the leading Agri-Fintech company operating in Africa, with a comprehensive portfolio of innovative products, including a ‘device as a service’ smartphone and pre-loaded platform product. As part of its globalization strategy, Tingo Mobile has recently begun to expand internationally and entered into trade partnerships that are contracted to increase the number of subscribed farmers from 9.3 million in 2022 to more than 32 million, providing them with access to services including, among others, the Nwassa ‘seed-to-sale’ marketplace platform, insurance, micro-finance, and mobile phone and data top-up. Tingo Group’s other Tingo business verticals include: TingoPay, a SuperApp in partnership with Visa that offers a wide range of B2C and B2B services including payment services, an e-wallet, foreign exchange and merchant services; Tingo Foods, a food processing business that processes raw foods into finished products such as rice, pasta and noodles; and Tingo DMCC, a commodity trading platform and agricultural commodities export business based out of the Dubai Multi Commodities Center. In addition to its Tingo business verticals, Tingo Group also holds and operates an insurance brokerage platform business in China, with 130+ offices located in China’s cities and major towns; and Magpie Securities, a regulated finance services Fintech business operating out of Hong Kong and Singapore. For more information visit tingogroup.com.
Disclaimer
The information in this news release includes certain information and statements about management and the Board's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Forward-looking statements in this news release include, but are not limited to, the ability of the Company to implement certain corporate actions, such as security repurchases and the implementation of a special dividend, the expected financial performance of the Company, including Tingo Mobile’s performance, the ability of the Company to recognize benefits associated with its recent acquisitions, the Company’s anticipated future growth strategy, including the expansion of its customer base and operations, and the ability of the Company to close the end-to-end seed-to-sale ecosystem. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
Investor Relations ContactChris Tyson/Larry Holub949-491-8235TIO@mzgroup.uswww.mzgroup.us
Tingo Group Contact InformationEmail: info@tingogroup.comPhone: (201) 225-0190
TINGO GROUP, Inc.CONSOLIDATED BALANCE SHEETS(In Thousands, except Share and Par Value Data)
December 31,2022 | December 31,2021 | |||||
ASSETS | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 500,316 | $ | 96,619 | * | |
Trade accounts receivable, net | 11,541 | 17,879 | ||||
Related party receivables | 13,491 | 5,134 | ||||
Other current assets | 5,828 | 7,865 | * | |||
Total current assets | 531,176 | 127,497 | ||||
Property and equipment, net | 855,125 | 677 | ||||
Intangible assets, net | 185,407 | 21,442 | ||||
Goodwill | 101,247 | 19,788 | ||||
Right of use assets under operating lease | 2,260 | 1,921 | ||||
Long-term deposit and other non-current assets | 514 | 824 | ||||
Deferred tax assets | 3,661 | 1,764 | ||||
Restricted cash escrow | 2,233 | 2,417 | ||||
Micronet Ltd. equity method investment | 735 | 1,481 | ||||
Total long-term assets | 1,151,182 | 50,314 | ||||
Total assets | $ | 1,682,358 | $ | 177,811 |
TINGO GROUP, Inc.CONSOLIDATED BALANCE SHEETS(In Thousands, except Share and Par Value Data)
December 31,2022 | December 31,2021 | |||||
LIABILITIES TEMPORARY EQUITY AND EQUITY | ||||||
Short-term loan | $ | 460 | $ | 1,657 | ||
Trade accounts payable | 11,092 | 14,416 | ||||
Deposit held on behalf of clients | 2,528 | 3,101 | ||||
Related party payables | 57,506 | 4 | ||||
Current operating lease liability | 1,215 | 1,298 | ||||
Other current liabilities | 192,594 | 4,914 | ||||
Total current liabilities | 265,395 | 25,390 | ||||
Long term loan | 377 | - | ||||
Long term operating lease liability | 905 | 691 | ||||
Deferred tax liabilities | 89,597 | 3,952 | ||||
Accrued severance pay | 50 | 56 | ||||
Total long-term liabilities | 90,929 | 4,699 | ||||
Commitment and Contingencies (Note 18) | - | - | ||||
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 December 31, 2022 and 2021, respectively. | 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 December 31, 2022 and 2021, respectively. | 3 | - | ||||
Common stock; $0.001 par value, 425,000,000 shares authorized, 157,599,882 and 122,435,576 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 158 | 122 | ||||
Additional paid in capital | 889,579 | 220,786 | ||||
Accumulated other comprehensive loss | 4,367 | (414 | ) | |||
Accumulated deficit | (123,463 | ) | (76,394 | ) | ||
TINGO GROUP, Inc. stockholders’ equity | 770,644 | 144,100 | ||||
Non-controlling interests | 2,355 | 3,622 | ||||
Total stockholders’ equity | 772,999 | 147,722 | ||||
Total liabilities, temporary equity and stockholders’ equity | $ | 1,682,358 | $ | 177,811 |
TINGO GROUP, Inc.CONSOLIDATED STATEMENTS OF OPERATIONS(In Thousands, Except Share and Loss Per Share Data)
Year ended December 31, | ||||||
2022 | 2021 | |||||
Revenues | $ | 146,035 | $ | 55,676 | ||
Cost of revenues | 81,243 | 46,456 | ||||
Gross profit | 64,792 | 9,220 | ||||
Operating expenses: | ||||||
Research and development | 1,689 | 889 | ||||
Selling and marketing | 11,140 | 6,814 | ||||
General and administrative | 58,165 | 36,488 | ||||
Amortization of intangible assets | 5,590 | 2,925 | ||||
Total operating expenses | 76,584 | 47,116 | ||||
Loss from operations | (11,792 | ) | (37,896 | ) | ||
Equity in net loss of Micronet | - | (1,934 | ) | |||
Loss from decrease in holding percentage in former VIE | - | (1,128 | ) | |||
Other income, net | 2,151 | 1,261 | ||||
Finance income (expense), net | (750 | ) | 395 | |||
Loss before income tax expense (benefit) | (10,391 | ) | (39,302 | ) | ||
Income tax expense (benefit) | 37,474 | (1,791 | ) | |||
Net loss after provision for income taxes | (47,865 | ) | (37,511 | ) | ||
Gain (loss) from equity investment | (746 | ) | 353 | |||
Net loss | (48,611 | ) | (37,158 | ) | ||
Net loss attributable to non-controlling stockholders | (1,542 | ) | (730 | ) | ||
Net loss attributable to TINGO GROUP | $ | (47,069 | ) | $ | (36,428 | ) |
Loss per share attributable to TINGO GROUP: | ||||||
Basic and diluted loss per share | $ | (0.36 | ) | $ | (0.32 | ) |
Weighted average common shares outstanding: | ||||||
Basic and diluted | 129,345,764 | 112,562,199 |
Non-GAAP Financial Measures
In addition to providing financial measurements based on generally accepted accounting principles in the U.S., or GAAP, we provide additional financial metrics that are not prepared in accordance with GAAP, or non-GAAP financial measures. Management uses non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate our financial performance.
Management believes that these non-GAAP financial measures reflect our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in our business, as they exclude expenses and gains that are not reflective of our ongoing operating results. Management also believes that these non-GAAP financial measures provide useful information to investors in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.
The non-GAAP financial measures do not replace the presentation of our GAAP financial results and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP.
The non-GAAP adjustments, and the basis for excluding them from non-GAAP financial measures, are outlined below:
The following table reconciles, for the periods presented, GAAP net loss attributable to TINGO GROUP to non-GAAP net income attributable to TINGO GROUP. and GAAP loss per diluted share attributable to TINGO GROUP to non-GAAP net loss per diluted share attributable to TINGO GROUP.:
Year endedDecember 31, | ||||||
(Dollars in Thousands,other than share andper share amounts) | ||||||
2022 | 2021 | |||||
GAAP net loss attributable to TINGO GROUP, Inc. | $ | (47,069 | ) | $ | (36,428 | ) |
Amortization of acquired intangible assets | 5,590 | 2,925 | ||||
Stock-based compensation | 6,615 | 10,580 | ||||
Expenses related to purchase of a business | 9,574 | - | ||||
One time expenses relates to settlement agreement | 143 | 303 | ||||
Income tax effect of above non-GAAP adjustments | (1,543 | ) | (773 | ) | ||
Total Non-GAAP net loss attributable to TINGO GROUP, Inc. | $ | (26,690 | ) | $ | (23,393 | ) |
Non-GAAP net loss per diluted share attributable to TINGO GROUP, Inc. | $ | (0.21 | ) | $ | (0.20 | ) |
Weighted average common shares outstanding used in per share calculations | 129,345,764 | 112,562,199 | ||||
GAAP net loss per diluted share attributable to TINGO GROUP, Inc. | $ | (0.36 | ) | $ | (0.32 | ) |
Weighted average common shares outstanding used in per share calculations | 129,345,764 | 112,562,199 |
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