Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 14, 2020 | Jun. 29, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | IDEANOMICS, INC. | ||
Entity Central Index Key | 0000837852 | ||
Trading Symbol | idex | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 162,026,045 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 207,000,565 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 2,632,886 | $ 3,106,244 | |
Accounts receivable, net | 2,404,869 | 19,370,665 | |
Licensed content | 0 | 16,958,149 | |
Prepaid expenses | 572,346 | 2,042,041 | |
Other current assets | 1,841,720 | 3,594,942 | |
Total current assets | 7,451,821 | 45,072,041 | |
Property and equipment, net | 12,939,480 | 15,029,427 | |
Intangible assets, net | 52,770,639 | 3,036,352 | |
Goodwill | 23,344,299 | 704,884 | |
Long-term investments | 22,621,497 | 26,408,609 | |
Operating lease right of use assets | 6,933,582 | 0 | |
Other non-current assets | 883,126 | 3,983,799 | |
Total assets | 126,944,444 | 94,235,112 | |
Current liabilities: (including amounts of the consolidated VIEs without recourse to Ideanomics, Inc. See note 5) | |||
Accounts payable | 3,380,482 | 19,265,094 | |
Deferred revenue | 476,716 | 405,929 | |
Accrued salaries | 923,323 | 706,351 | |
Amount due to related parties | 3,962,061 | 800,822 | |
Other current liabilities | 6,466,007 | 4,615,346 | |
Current portion of operating lease liabilities | 1,112,733 | 0 | |
Current acquisition earn-out liability | 12,421,399 | 0 | |
Promissory note-short term | 3,000,000 | 0 | |
Convertible promissory note due to third-parties | 1,752,790 | 0 | |
Convertible promissory note due to related parties | 3,260,055 | 4,140,055 | |
Total current liabilities | 36,755,566 | 29,933,597 | |
Deferred tax liabilities | 0 | 513,935 | |
Asset retirement obligations | 5,094,200 | 8,000,000 | |
Convertible note due to third parties-long term | 5,088,854 | 11,313,770 | |
Convertible note due to related parties-long term | 1,550,657 | 0 | |
Operating lease liability-long term | 6,222,420 | 0 | |
Non-current acquistition earn-out liabilitiy | 12,234,830 | 0 | |
Other non-current liabilities | 0 | 0 | |
Total liabilities | 66,946,527 | 49,761,302 | |
Commitments and contingencies (Note 19) | |||
Convertible redeemable preferred stock: | |||
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of December 31, 2019 and 2018, respectively | 1,261,995 | 1,261,995 | |
Equity: | |||
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 149,692,953 and 102,766,006 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 149,692 | 102,765 | |
Additional paid-in capital | 282,553,877 | 195,779,576 | |
Accumulated deficit | (248,482,826) | (149,975,302) | |
Accumulated other comprehensive loss | (663,579) | (1,664,598) | |
Total IDEX shareholder's equity | 33,557,164 | 44,242,441 | |
Non-controlling interest | 25,178,758 | (1,030,626) | |
Total equity | 58,735,922 | 43,211,815 | [2] |
Total liabilities, convertible redeemable preferred stock and equity | $ 126,944,444 | $ 94,235,112 | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | ||
[2] | The above consolidated statements of equity include Guang Min. The acquisition of Guang Min was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Convertible redeemable preferred stock, Series A shares issued | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A shares outstanding | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A liquidation and deemed liquidation preference | $ 3,500,000 | $ 3,500,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 149,692,953 | 102,766,006 |
Common stock, shares outstanding | 149,692,953 | 102,766,006 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue from third-parties | $ 1,295,486 | $ 278,024,867 | [1] | |
Revenue from related parties | 43,271,469 | 99,718,005 | [1] | |
Total revenue | 44,566,955 | 377,742,872 | [1] | |
Cost of revenue from third-parties | 990,879 | 130,464,906 | [1] | |
Cost of revenue from related parties | 466,894 | 244,110,132 | [1] | |
Gross profit | 43,109,182 | 3,167,834 | [1] | |
Operating expenses: | ||||
Selling, general and administrative expense | 24,862,208 | 22,471,976 | [1] | |
Research and development expense | 0 | 1,654,491 | [1] | |
Professional fees | 5,828,385 | 4,749,799 | [1] | |
Depreciation and amortization | [1] | 2,228,653 | 352,332 | [2] |
Acquisition earn-out expense | 5,094,095 | 0 | [1] | |
Impairment of assets | 73,668,525 | 134,290 | [1] | |
Total operating expense | 111,681,866 | 29,362,888 | [1] | |
Loss from operations | (68,572,684) | (26,195,054) | [1] | |
Interest and other income (expense): | ||||
Interest expense, net | (5,616,282) | (804,595) | [1] | |
Loss on extinguishment of debt | (3,940,196) | 0 | [1] | |
Impairment of and equity in loss of equity method investees | (13,718,280) | (180,625) | [1],[2] | |
Loss on disposal of subsidiaries, net | (951,594) | (1,183,289) | [1] | |
Loss on remeasurement of DBOT investment | (3,178,702) | 0 | [1] | |
Other | (433,184) | (99,765) | [1] | |
Loss before income taxes and non-controlling interest | (96,410,922) | (28,463,328) | [1] | |
Income tax (expense) benefit | (417,453) | 40,244 | [1] | |
Net loss | (96,828,375) | (28,423,084) | [1],[2] | |
Deemed dividend related to warrant repricing | (826,909) | 0 | [1],[2] | |
Net loss attributable to common stockholders | (97,655,284) | (28,423,084) | [1] | |
Net (income) loss attributable to non-controlling interest | (852,240) | 996,728 | [1] | |
Net loss attributable to IDEX common shareholders | $ (98,507,524) | $ (27,426,356) | [1] | |
Earnings (loss) per share | ||||
Basic and diluted loss per share (in dollars per share) | $ (0.82) | $ (0.35) | [1] | |
Weighted average shares outstanding: | ||||
Basic and diluted (in shares) | 119,766,859 | 78,386,116 | [1] | |
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | |||
[2] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | [1] | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (96,828,375) | $ (28,423,084) | [2] |
Other comprehensive loss, net of nil tax | |||
Foreign currency translation adjustments | 407,288 | (882,516) | |
Comprehensive loss | (96,421,087) | (29,305,600) | |
Deemed dividend related to warrant repricing | (826,909) | 0 | [2] |
Comprehensive loss attributable to non-controlling interest | (844,050) | 978,282 | |
Comprehensive loss attributable to IDEX common shareholders | $ (98,092,046) | $ (28,327,318) | |
[1] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | ||
[2] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Series E Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings / Accumulated Deficit | Accumulated Other Comprehensive Loss | Ideanomics Shareholders' equity | Non - controlling Interest | Total | ||
Balance at Dec. 31, 2017 | [1] | $ 0 | $ 68,509 | $ 158,449,544 | $ (126,693,022) | $ (782,074) | $ 31,042,957 | $ (1,289,367) | $ 29,753,590 | |
Balance (in shares) at Dec. 31, 2017 | [1] | 0 | 68,509,090 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation | $ 0 | $ 0 | 3,412,977 | 0 | 0 | 3,412,977 | 0 | 3,412,977 | ||
Common stock issuance (GTD) | $ 0 | $ 5,494 | 9,994,506 | 0 | 0 | 10,000,000 | 0 | 10,000,000 | ||
Common stock issuance (GTD) (in shares) | 0 | 5,494,505 | ||||||||
Common stock to be issued (SSSIG) | $ 0 | $ 0 | 1,177,585 | 0 | 0 | 1,177,585 | 0 | 1,177,585 | ||
Common stock issuance (STAR) | $ 0 | $ 5,027 | 9,194,973 | 0 | 0 | 9,200,000 | 0 | 9,200,000 | ||
Common stock issuance (STAR) (in shares) | 0 | 5,027,324 | ||||||||
Common stock issuance for option exercised | $ 0 | $ 82 | 27,960 | 0 | 0 | 28,042 | 0 | 28,042 | ||
Common stock issuance for option exercised (in shares) | 0 | 82,797 | ||||||||
Common stock issued for warrant exercised | $ 0 | $ 644 | 1,125,856 | 0 | 0 | 1,126,500 | 0 | 1,126,500 | ||
Common stock issued for warrant exercised (in shares) | 0 | 643,714 | ||||||||
Common stock issuance for RSU vested | $ 0 | $ 1,241 | (1,241) | 0 | 0 | 0 | 0 | 0 | ||
Common stock issuance for RSU vested (in shares) | 0 | 1,240,707 | ||||||||
Common stock issuance for acquisition of BDCG | $ 0 | $ 3,000 | 7,797,000 | 0 | 0 | 7,800,000 | 0 | 7,800,000 | ||
Common stock issuance for acquisition of BDCG (in shares) | 0 | 3,000,000 | ||||||||
Common stock issuance for acquisition (DBOT) | $ 0 | $ 2,268 | 6,724,078 | 0 | 0 | 6,726,346 | 0 | 6,726,346 | ||
Common stock issuance for acquisition of DBOT (in shares) | 0 | 2,267,869 | ||||||||
Beneficial conversion feature of convertible note-long term | $ 0 | $ 0 | 1,384,615 | 0 | 0 | 1,384,615 | 0 | 1,384,615 | ||
Earnout shares to SSSIG | $ 0 | $ 16,500 | (16,500) | 0 | 0 | 0 | 0 | 0 | ||
Earnout shares to SSSIG (in shares) | 0 | 16,500,000 | ||||||||
Acquisition resulting in non-controlling interest (Grapevine) | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 678,651 | 678,651 | ||
Disposal of subsidiaries | 0 | 0 | (3,491,777) | 4,144,076 | 18,438 | 670,737 | 558,372 | 1,229,109 | ||
Net loss | 0 | 0 | 0 | (27,426,356) | 0 | (27,426,356) | (996,728) | (28,423,084) | [2] | |
Foreign currency translation adjustments, net of nil tax | 0 | 0 | 0 | 0 | (900,962) | (900,962) | 18,446 | (882,516) | [3] | |
Balance at Dec. 31, 2018 | [1] | $ 0 | $ 102,765 | 195,779,576 | (149,975,302) | (1,664,598) | 44,242,441 | (1,030,626) | 43,211,815 | [4] |
Balance (in shares) at Dec. 31, 2018 | [1] | 0 | 102,766,006 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation | $ 0 | $ 0 | 9,112,633 | 0 | 0 | 9,112,633 | 0 | 9,112,633 | ||
Common stock issuance for RSU vested | $ 0 | $ 130 | (130) | 0 | 0 | 0 | 0 | $ 0 | ||
Common stock issuance for RSU vested (in shares) | 0 | 129,840 | ||||||||
Common stock issuance for acquisition of BDCG (in shares) | 15,900,000 | |||||||||
Common stock issuance for acquisition (DBOT) | $ 0 | $ 5,852 | 9,708,186 | 0 | 0 | 9,714,038 | 104,648 | $ 9,818,686 | ||
Common stock issuance for acquisition of DBOT (in shares) | 0 | 5,851,830 | ||||||||
Common stock issuance for convertible note (ID Venturas) | $ 0 | $ 4,838 | 9,639,499 | 0 | 0 | 9,644,337 | 0 | 9,644,337 | ||
Common stock issuance for convertible note (ID Venturas) (in shares) | 0 | 4,838,399 | ||||||||
Common stock issuance for convertible note (YA II) | $ 0 | $ 2,137 | 1,543,259 | 0 | 0 | 1,545,396 | 0 | 1,545,396 | ||
Common stock issuance for convertible note (YA II) (in shares) | 0 | 2,136,987 | ||||||||
Common stock issuance for convertible note conversion (ID Venturas) | $ 0 | $ 1,211 | 1,198,800 | 0 | 0 | 1,200,011 | 0 | 1,200,011 | ||
Common stock issuance for convertible note conversion (ID Venturas) (in shares) | 0 | 1,211,504 | ||||||||
Common stock issuance for debt | $ 0 | $ 68 | 109,932 | 0 | 0 | 110,000 | 0 | 110,000 | ||
Common stock issuance for debt (in shares) | 0 | 67,878 | ||||||||
Common stock issuance for assets (SolidOpinion, Inc) | $ 0 | $ 4,500 | 7,150,500 | 0 | 0 | 7,155,000 | 0 | 7,155,000 | ||
Common stock issuance for assets (SolidOpinion, Inc) (in shares) | 0 | 4,500,000 | ||||||||
Common stock issuance for assets (Fintalk) | $ 0 | $ 2,861 | 5,347,139 | 0 | 0 | 5,350,000 | 0 | $ 5,350,000 | ||
Common stock issuance for assets (Fintalk) (in shares) | 0 | 2,860,963 | 7,400,000 | |||||||
Common stock issuance for acquisition (Grapevine) | $ 0 | $ 591 | 491,027 | 0 | 0 | 491,618 | (491,618) | $ 0 | ||
Common stock issuance for acquisition (Grapevine) (in shares) | 0 | 590,671 | ||||||||
Common stock issuance for investment | $ 0 | $ 815 | 1,499,475 | 0 | 0 | 1,500,290 | 0 | 1,500,290 | ||
Common stock issuance for investment (in shares) | 0 | 815,217 | ||||||||
Common stock issuance for acquisition (Glory) | $ 0 | $ 12,190 | 19,979,410 | 0 | 0 | 19,991,600 | 0 | 19,991,600 | ||
Common stock issuance for acquisition (Glory) (in shares) | 0 | 12,190,000 | ||||||||
Common stock issuance for investment | $ 1,658 | 1,225,430 | 0 | 0 | 1,227,088 | 0 | 1,227,088 | |||
Common stock issuance for investment (in shares) | 0 | 1,658,227 | ||||||||
Common stock issuance for acquisition (Tree Technologies) | $ 0 | $ 9,500 | 7,780,500 | 0 | 0 | 7,790,000 | 24,985,086 | 32,775,086 | ||
Common stock issuance for acquisition (Tree Technologies) (in shares) | 0 | 9,500,000 | ||||||||
Investment from SSSIG | $ 0 | $ 576 | (576) | 0 | 0 | 0 | 0 | 0 | ||
Investment from SSSIG (in shares) | 0 | 575,431 | ||||||||
Capital contribution from noncontrolling interest shareholder | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 321,324 | 321,324 | ||
Convertible note reset conversion price of (Advantech) | 0 | 0 | 10,615,385 | 0 | 0 | 10,615,385 | 0 | 10,615,385 | ||
Deconsolidation of Amer | 0 | 0 | 0 | 0 | 0 | 0 | 445,894 | 445,894 | ||
Deconsolidation Of VIEs | 0 | 0 | 1,373,832 | 0 | 585,540 | 1,959,372 | 0 | 1,959,372 | ||
Net loss | 0 | 0 | 0 | (98,507,524) | 0 | (98,507,524) | 852,240 | (97,655,284) | ||
Foreign currency translation adjustments, net of nil tax | 0 | 0 | 0 | 0 | 415,479 | 415,479 | (8,191) | 407,288 | ||
Balance at Dec. 31, 2019 | $ 0 | $ 149,692 | $ 282,553,877 | $ (248,482,826) | $ (663,579) | $ 33,557,164 | $ 25,178,758 | $ 58,735,922 | ||
Balance (in shares) at Dec. 31, 2019 | 0 | 149,692,953 | ||||||||
[1] | The above consolidated statements of equity include Guang Min. The acquisition of Guang Min was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | |||||||||
[2] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | |||||||||
[3] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | |||||||||
[4] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
Cash flows from operating activities: | ||||
Net loss | $ (96,828,375) | $ (28,423,084) | [1],[2] | |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Share-based compensation expense | 9,112,633 | 3,412,977 | [1] | |
Depreciation and amortization | [2] | 2,228,653 | 352,332 | [1] |
Non-cash interest expense | 5,510,604 | 698,385 | [1] | |
Impairment of and equity in losses of equity method investees | 13,718,280 | 180,625 | [1],[2] | |
Loss on impairment of intangible assets | 66,839,406 | 134,290 | [1] | |
Gain on disposal of subsidiaries | 951,579 | 1,183,289 | [1] | |
Loss on remeasurement of DBOT investment | 3,178,702 | 0 | [1] | |
Digital tokens received as payment for services | (40,700,000) | 0 | [1] | |
Impairment of property and equipment | 3,802,772 | 0 | [1] | |
Disposal of equity method investments | 245,139 | 0 | [1] | |
Impairment of cost method investment | 3,026,347 | 0 | [1] | |
Change in assets and liabilities: | ||||
Accounts receivable | (2,277,822) | 7,591,420 | [1] | |
Inventory | 0 | 216,453 | [1] | |
Prepaid expenses and other assets | 2,880,674 | (1,296,872) | [1] | |
Accounts payable | 2,861,561 | (7,564,499) | [1] | |
Deferred revenue | 167,545 | 183,579 | [1] | |
Amount due to related parties (interest) | (1,256,382) | 120,000 | [1] | |
Accrued expenses, salary and other current liabilities | 12,754,704 | 3,050,895 | [1] | |
Net cash used in operating activities | (13,783,980) | (20,160,210) | [1] | |
Cash flows from investing activities: | ||||
Acquisition of property and equipment | (1,816,390) | (6,762,248) | [1] | |
Disposal of subsidiaries, VIEs, net of cash disposed | 644,712 | (41,976) | [1] | |
Acquisition of subsidiaries, net of cash acquired | (623,178) | (2,784,243) | [1] | |
Investments in intangible assets | 0 | (301,495) | [1] | |
Payments for long term investments | 0 | (5,266,880) | [1] | |
Deposit for surety bond and other | 0 | (3,983,799) | [1] | |
Net cash used in investing activities | (1,794,856) | (19,140,641) | [1] | |
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible note | 9,132,300 | 13,000,000 | [1] | |
Proceeds from issuance of shares, stock options and warrant | 2,821,323 | 21,532,127 | [1] | |
Borrowings from related parties | 3,161,241 | 366,792 | [1] | |
Proceeds from amounts due to related parties | 3,161,241 | 366,792 | [1] | |
Net cash provided by financing activities | 15,114,864 | 34,898,919 | [1] | |
Effect of exchange rate changes on cash | (9,386) | (69,141) | [1] | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (473,358) | (4,471,073) | [1] | |
Cash, cash equivalents and restricted cash at the beginning of the year | [1] | 3,106,244 | 7,577,317 | |
Cash, cash equivalents and restricted cash at the end of the year | 2,632,886 | 3,106,244 | [1] | |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 72,889 | 0 | [1] | |
Disposal of assets in exchange of GTB | 20,218,920 | 0 | [1] | |
Service revenue received in GTB | 40,700,000 | 0 | [1] | |
Issuance of shares for acquisition of intangible assets | 10,005,000 | 0 | [1] | |
Issuance of shares for acquisition of long-term investments | 40,714,634 | 14,526,346 | [1] | |
Issuance of earn-out shares | 0 | 16,500 | [1] | |
Asset retirement obligations acquired | $ 0 | $ 8,000,000 | [1] | |
[1] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | |||
[2] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Principal Activities | |
Organization and Principal Activities | Note 1. Organization and Principal Activities Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia and the United States through its subsidiariesand variable interest entities (“VIEs”). Unless the context otherwise requires, the use of the terms "we," "us", "our" and the “Company” in these notes to consolidated financial statements refers to Ideanomics, Inc, its consolidated subsidiaries and variable interest entities (“VIEs.”) The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Therefore, the Company operates in one segment with two business units, the Mobile Energy Group (“MEG”), and Ideanomics Capital. As the chief executive officer previously reviewed two operating segments separately for this purpose, the Company has changed its presentation accordingly, from two reportable segments to one reportable segment. The segment reporting changes were retrospectively applied to all periods presented. MEG’s mission is to use electronic vehicles (“EVs”) and EV battery sales and financing to attract commercial fleet operators that will generate large scale demand for energy, energy storage systems, and energy management contracts. MEG operates as an end-to-end solutions provider for the procurement, financing, charging and energy management needs for fleet operators of commercial EVs. Ideanomics Capital is focused on the trading of traditional over the counter (“OTC”) securities, and is implementing a new trading platform to improve its competitive position in the trading of traditional OTC securities and provide enhanced functionality to allow for the trading of digital securities when all necessary regulatory approvals have been obtained. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of Ideanomics, Inc., its subsidiaries and VIEs were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the bad debt allowance, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. (c) Cash and Cash Equivalents Cash consists of cash on hand and demand deposits with an original maturity of three months or less when purchased. Refer to Note 20 (d) and (e) for additional information on our credit and foreign currency risks. (d) Accounts Receivable, net Accounts receivable are recognized at invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews its allowance for doubtful accounts receivable on an ongoing basis. In establishing the required allowance, management considers any historical losses, the customer’s financial condition, the accounts receivable aging, and the customer’s payment patterns. After all attempts to collect a receivable have failed and the potential for recovery is remote, the receivable is written off against the allowance. (e) Licensed Content The Company previously obtained content through content license agreements with studios and distributors. The Company recognized licensed content when the license fee and the specified content titles were known or reasonably determinable. Prepaid license fees were classified as an asset (licensed content) and accrued license fees payable were classified as a liability on the consolidated balance sheets. The Company amortized licensed content in cost of revenues over the contents’ contractual availability based on the expected revenue derived from the licensed content, beginning with the month of first availability, such that our revenues bore a representative amount of the cost of the licensed content. Management reviewed factors that impacted the amortization of licensed content at each reporting date, including factors that may bear direct impact on expected revenue from specific content titles. Changes in the expected revenue from licensed content could have had a significant impact on the amortization pattern. Management evaluated the recoverability of the licensed content whenever events or changes in circumstances indicated that its carrying amount may not have been recoverable. No impairment losses were recorded in the years ended December 31, 2019 and 2018. The Company sold the entire licensed content in March 2019. (f) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and improvements, which extend the original estimated economic useful lives of applicable assets, are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss thereon is recognized in the consolidated statement of operations. Depreciation is provided for on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful life is 5 years for furniture, 3 years for electronic equipment, 5 years for vehicles and lesser of lease terms or the estimated useful lives of the assets for leasehold improvements. Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2019 and 2018 represents Fintech Village under construction. Refer to Note 8 for additional information. Asset Retirement Obligations Asset retirement obligations generally apply to legal obligations associated with the retirement of a tangible long-lived asset that result from the acquisition, construction or development and the normal operation of a long-lived asset. If a reasonable estimate of fair value can be made, the fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred or a change in estimate occurs. Asset retirement costs associated with asset retirement obligations are capitalized with the carrying amount of the related long-lived assets and depreciated over the related asset’s estimated useful life. The Company’s asset retirement obligations as of December 31, 2019 and 2018 are associated with the acquisition of Fintech Village, in which the Company is contractually obligated to remediate certain existing environmental conditions. The Company will start to amortize the asset retirement costs if and when the related assets are completed, put into use and depreciation commences. In the year ended December 31, 2019, the Company impaired buildings with a carrying amount of $2.3 million, and impaired related asset retirement costs of $1.5 million. Refer to Note 8 for more information. (g) Business Combinations The Company includes the results of operations of the businesses that are acquired as of the acquisition date. The Company allocates the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. (h) Intangible Assets and Goodwill The Company accounts for intangible assets and goodwill in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. In accordance with ASC 350, goodwill is allocated to reporting units, which are either the operating segment or one reporting level below the operating segment. On an annual basis, in the fourth quarter of the fiscal year, management reviews goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying amount to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Goodwill impairment, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value. Application of goodwill impairment tests requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units and determination of fair value of each reporting unit. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the reporting unit, composition, personnel or strategy changes affecting the reporting unit and recoverability of asset groups within a reporting unit. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each reporting unit. The Company has other intangible assets, not including goodwill, which consist primarily of customer relationships and contracts, trademarks and tradenames and other intellectual property, which are generally recorded in connection with acquisitions at their fair value. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recorded an impairment loss related to a secure mobile financial information, social and messaging platform of $5.7 million in the year ended December 31, 2019. No impairment losses were recorded in the year ended December 31, 2018. Refer to Note 9(b) for additional information. (i) Digital Currency The Company may, from time to time, enter into transactions denominated in digital currency, which may consist of GTDollar Coins (“GTB”), Bitcoin, Ethereum and/or other types of digital currency. Digital currency is a type of digital asset that is not a fiat currency and is not backed by hard assets or other financial instruments. As a result, the value of digital currency is determined by the value that various market participants place on the respective digital currencies through their transactions. Holders of digital currency make or lose money from buying and selling digital currency. Given that there is limited precedent regarding the classification and measurement of cryptocurrencies and other digital currencies under current GAAP, the Company has determined to account for these currencies as indefinite-lived intangible assets in accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”) until further guidance is issued by the Financial Accounting Standards Board (“FASB”). In the year ended December 31, 2019, the Company entered into transactions in which it received 8.3 million GTB, valued at the time at $61.1 million. On October 29, 2019, GTB had an unexpected significant decline in quoted price, from $17.00 to $1.84. This decline continued through the fourth quarter of 2019, and on December 31, 2019 the quoted price was $0.23. As a result of this decline in quoted price, and its inability to convert GTB into other digital currencies which were more liquid, or fiat currency, the Company performed an impairment analysis in the fourth quarter of 2019 and recorded an impairment loss of $61.1 million. Refer to Note 9(g) for additional information. (j) Long-term Investments The Company accounts for equity investments through which management exercises significant influence but does not have control over the investee under the equity method. Under the equity method, the investment is initially recorded at cost and adjusted for the Company’s share of undistributed earnings or losses of the investee. The Company’s share of losses is not recognized when the investment is reduced to zero since the Company does not guarantee the investees’ obligations nor is the Company committed to providing additional funding. Beginning on January 1, 2018, the equity investments which are not consolidated or accounted for under the equity method are either carried at fair value or under the measurement alternative upon the adoption of the Accounting Standards Update (“ASU”) No. 2016‑01, Financial Instruments – Overall (Subtopic 825-10) (“ASU No 2016-01”). The Company utilizes the measurement alternative for equity investments that do not have readily determinable fair values and measures these investments at cost less impairment plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company classifies its long-term investments as non-current assets on the consolidated balance sheets. Impairment of Investments Management periodically reviews long-term investments for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investment may not be fully recoverable. Management considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the investment is below the carrying amount, an impairment loss is recorded to record the investment at fair value. The Company recorded impairment losses of $3.0 million and $0 in the years ended December 31, 2019 and 2018, respectively, for equity investments accounted for under the measurement alternative, and recorded impairment losses of $13.1 million and $0 in the years ended December 31, 2019 and 2018, respectively, for investments accounted for as equity method investments . Refer to Note 10 for additional information on impairment losses. (k) Leases The Company adopted ASU No. 2016-02 (“ASU 2016-02”) as of January 1, using a modified retrospective method. The Company leases certain office space and equipment from third-parties. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019 and later, at the inception of a contract management assesses whether the contract is, or contains, a lease. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the right to substantially all the economic benefit from the use of the asset throughout the period is obtained, and (3) whether the Company has the right to direct the use of the asset. At the inception of a lease, management allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Leases entered into prior to January 1, 2019, are accounted for under ASC 840, Leases (“ASC 840”) and were not reassessed. The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the nonlease components (e.g., common-area maintenance costs). Most leases include one or more options to renew, with renewal terms that can extend the lease term from one year or more. The exercise of lease renewal options is at the Company’s sole discretion. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply judgment to determine the appropriate lease term. The Company’s leases do not include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Certain lease agreements include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. All of the Company’s leases are classified as operating leases. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases and initial direct costs on our right-of-use asset and lease liability was not material. ASC 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate. As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of ASC 842 in determining the present value of lease payments for existing leases. The Company will use information available at the lease commencement date to determine the discount rate for any new leases. Refer to Note 11 for additional information. (l) Convertible Promissory Notes The Company accounts for its convertible notes at issuance by allocating the proceeds received from a convertible note among freestanding instruments according to ASC 470, Debt, based upon their relative fair values. The fair value of debt and common stock is determined based on the closing price of the common stock on the date of the transaction, and the fair value of warrants, if any, is determined using the Black-Scholes option-pricing model. Convertible notes are subsequently carried at amortized cost. The fair value of the warrants is recorded as additional paid-in capital, with a corresponding as a debt discount from the face amount of the convertible note. Each convertible note is analyzed for the existence of a beneficial conversion feature (“BCF”), defined as the fair value of the common stock at the commitment date for the convertible note, less the effective conversion price. Beneficial conversion features are recognized at their intrinsic value, and recorded as an increase to additional paid-in capital, with a corresponding reduction in the carrying amount of the convertible note (as a debt discount from the face amount of the convertible note). The discounts on the convertible notes, consisting of amounts ascribed to warrants and beneficial conversion features, are amortized to interest expense, using the effective interest method, over the terms of the related convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. The Company also analyzes the features of its convertible notes which, when triggered, mandate a downward adjustment to the instrument’s strike price (or conversion price) if equity shares are issued at a lower price (or equity-linked financial instruments are issued at a lower strike price) than the instrument’s then-current strike price. The purpose of the feature is typically to protect the instrument’s counterparty from future issuances of equity shares at a more favorable price. (m) Fair Value Measurements U. S. GAAP requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The various levels of the fair value hierarchy are described as follows: · Level 1 - Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. · Level 2 - Quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability. · Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company reviews the valuation techniques used to determine if the fair value measurements are still appropriate on an annual basis, and evaluates and adjusts the unobservable inputs used in the fair value measurements based on current market conditions and third-party information. Our financial assets and liabilities that are measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable, accrued other expenses, other current liabilities and convertible notes. The fair values of these assets and liabilities approximate carrying amounts because of the short-term nature of these instruments. Our financial and non-financial assets and liabilities that are measured at fair value on a nonrecurring basis include goodwill and other intangible assets, asset retirement obligations, and adjustment in carrying amount of equity securities for which the measurement alternative of cost less impairment plus or minus observable price changes is used. Refer to Notes 2(f), 2(h), 2(i) and 2(j) for additional information on impairment losses. (n) Assets and Liabilities Held for Sale The Company classifies assets and liabilities (disposal group) to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the disposal groups; (2) the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; (3) an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; (4) the sale of the disposal group is probable, and (5) transfer of the disposal group is expected to qualify as a completed sale within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the disposal group beyond one year; (6) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (7) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent losses as an adjustment to the carrying amount of the disposal group. As part of this assessment, the Company also evaluates the criteria for reporting the disposal group as a discontinued operation. Factors which the Company considers includes, but is not limited to, the level of continuing involvement, if any, whether the disposal constitutes a strategic shift, and the relative magnitude of revenue, net income or loss, and total assets. (o) Foreign Currency Translation The Company uses the United States dollar (“$” or “USD”) as its reporting currency. The Company’s worldwide operations utilize the local currency or USD as the functional currency, where applicable. For certain foreign subsidiaries, USD is used as the functional currency, and the local records are maintained in USD. This occurs when the subsidiary is considered an extension of the parent. The functional currency of certain subsidiaries and VIEs located in the Peoples Republic of China (“PRC” or “China”) and Hong Kong is either the Renminbi (“RMB”) or Hong Kong dollars (“HKD”). In the consolidated financial statements, the financial information of the entities which use RMB and HKD as their functional currency has been translated into USD: assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at the historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component as a component of “Accumulated other comprehensive loss” in the equity section of the consolidated balance sheets. Transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated in the functional currency at the applicable rates of exchange in effect at the balance sheet date. The resulting exchange differences are recorded in “Other” in the consolidated statements of operations. (p) Revenue Recognition The Company adopted ASU No. 2014‑09, Revenue from Contracts with Customers , and other related ASUs (collectively, ASC 606, Revenue from Contracts with Customers ) (“ASC 606”) as of January 1, 2018 using the modified retrospective transition approach. The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. For most of the Company’s customer arrangements, control transfers to customers at a point in time, as that is generally when legal title, physical possession and risk and rewards of goods/services transfer to the customer. In certain arrangements, control transfers over time as the customer simultaneously receives and consumes the benefits as the Company completes the performance obligations. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on the observable prices charged to customers or adjusted market assessment or using expected cost-plus margin when one is available. Adjusted market assessment price is determined based on overall pricing objectives taking into consideration market conditions and entity specific factors. Certain customers may receive discounts, which are accounted for as variable consideration. Variable consideration is estimated based on the expected amount to be provided to customers, and reduces revenues recognized. The Company records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. Substantially all of the deferred revenue as of December 31, 2018 was recognized as revenue in the year ended December 31, 2019. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. (q) Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing costs were $24,394 and $0.2 million in the years ended December 31, 2019 and 2018, respectively. (r) Research and Development Costs The Company expenses research and development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented. Research and development costs also include costs to develop software to be used solely to meet internal needs and -based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. The Company ceased research and development activities during the year ended December 31, 2018. All the software developed in the year ended December 31,2018 did not reach technological feasibility and therefore no costs were capitalized. (s) Share-Based Compensation The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. (t) Income Taxes The Company accounts for income taxes in accordance with the asset and liability method. Deferred taxes are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established, as needed, to reduce the amount of deferred tax assets if it is considered more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of uncertain income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s policy is to record interest and penalties related to uncertain tax positions as a component of income tax expense. There were no such interest or penalty for the years ended December 31, 2019 and 2018. On December 22, 2017 the Tax Cut and Jobs Act of 2017 (“the Tax Act”) was signed into law, which among other effects, reduces the U.S. federal corporate income tax rate to 21% from 34% (or 35% in certain cases) beginning in 2018, and requires companies to pay a one-time transition tax on certain unrepatriated earnings from non-U.S. subsidiaries that is payable over eight years. No tax was due under this provision. The Tax Act also makes the receipt of future non-U.S. sourced income of non-U.S. subsidiaries tax-free to U.S. companies and creates a new minimum tax on the earnings of non-U.S. subsidiaries relating to the parent’s deductions for payments to the subsidiaries. (u) Net Loss Per Share Attributable to IDEX Shareholders Net loss per share attributable to our shareholders is computed in accordance with ASC 260, Earnings Per Share (Topic 260) (“ASC 260”). The two-class method is used for computing earnings per share. Under the two-class method, net income is allocated between common shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s convertible redeemable preferred shares are participating securities because the holders are entitled to receive dividends or distributions on an as converted basis. For the years presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position and net loss is not allocated to other participating securities, since these securities are not obligated to share the losses in accordance with the contractual terms. Basic net loss per share is computed by dividing net loss attributable to |
Going Concern and Management's
Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern and Management's Plans | |
Going Concern and Management's Plans | Note 3. Going Concern and Management’s Plans As of December 31, 2019, the Company had cash and cash equivalents of approximately $2.6 million and an accumulated deficit of approximately $248.5 million. Additionally, the Company has incurred losses since its inception and must continue to rely on proceeds from debt and equity issuances to pay for ongoing operating expenses in order to execute its business plan. The Company expects to continue to raise both equity and debt finance to support the Company's investment plans and operations. Although the Company may attempt to raise funds by issuing debt or equity instruments, in the future additional financing may not be available to the Company on terms acceptable to the Company or at all or such resources may not be received in a timely manner. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to scale back or to discontinue certain operations, scale back or discontinue the development of new business lines, reduce headcount, sell assets, file for bankruptcy, reorganize, merge with another entity, or cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. If the Company is in fact unable to continue as a going concern, the shareholders may lose their entire investment in the Company. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Revenue | Note 4. Revenue The following table summarizes the Company’s revenues disaggregated by revenue source and geography. Refer to Note 2 for additional information on revenue recognition. 2019 2018 Geographic Markets Singapore $ — $ 260,034,401 USA 41,873,064 638,412 Hong Kong — 117,070,059 PRC 2,693,891 — $ 44,566,955 $ 377,742,872 Product or Service Crude oil $ — $ 260,034,401 Consumer electronics — 116,723,251 Digital asset management services 40,700,000 — Electronic Vehicles 2,693,891 — Other 1,173,064 985,220 Total $ 44,566,955 $ 377,742,872 Timing of Revenue Recognition Products and services transferred at a point in time $ 3,866,955 $ 377,742,872 Services provided over time 40,700,000 — Total $ 44,566,955 $ 377,742,872 |
VIE Structure and Arrangements
VIE Structure and Arrangements | 12 Months Ended |
Dec. 31, 2019 | |
VIE Structure and Arrangements | |
VIE Structure and Arrangements | Note 5. VIE Structure and Arrangements The Company consolidated certain VIEs located in the PRC in which it held variable interests and was the primary beneficiary through contractual agreements. The Company was the primary beneficiary because it had the power to direct activities that most significantly affected their economic performance and had the obligation to absorb or right to receive the majority of their losses or benefits. The results of operations and financial position of these VIEs are included in the consolidated financial statements for the years ended December 31, 2019 and 2018, and as of December 31, 2018. A shareholder in one of the VIEs is the spouse of Bruno Wu (“Dr. Wu”), the Chairman of the Company. Refer to Note 10 for information on an additional VIE. The contractual agreements listed below, which collectively granted the Company the power to direct the VIEs activities that most significantly affected their economic performance, as well to cause the Company to have the obligation to absorb or right to receive the majority of their losses or benefits, were terminated by all parties on December 31, 2019. As a result, the Company deconsolidated the VIEs as of December 31, 2019. The deconsolidation resulted in a net loss of $2.0 million recorded in “Loss on disposal of subsidiaries, net” in the consolidated statements of operations, and a statutory income tax of $0.2 million. For these consolidated VIEs, their assets were not available to the Company and their creditors did not have recourse to the Company. As of December 31, 2018, assets (mainly long-term investments) that could only be used to settle obligations of these VIEs were $3.5 million, and the Company was the major creditor for the VIEs. Prior to December 31, 2019, in order to operate certain legacy YOD business in the PRC and to comply with PRC laws and regulations that prohibit or restrict foreign ownership of companies that provides value-added telecommunication services, the Company entered into a series of contractual agreements with two VIEs: Beijing Sinotop Scope Technology Co., Ltd (“Sinotop Beijing”) and Tianjin Sevenstarflix Network Technology Limited (“SSF”). These contractual agreements were initially set to expire in March 2030 and April 2036, respectively, and could not be terminated by the VIEs, except with the consent of, or a material breach by the Company. A shareholder in SSF is the spouse of Dr. Wu, the Chairman of the Company. The key terms of the VIE Agreements are summarized as follows: Equity Pledge Agreement The VIEs’ Shareholders pledged all of their equity interests in the VIEs (the “Collateral”) to YOD On Demand (Beijing) Technology Co., Ltd (“YOD WFOE”), the Company’s wholly-owned subsidiary in the PRC, as security for the performance of the obligations to make all the required technical service fee payments pursuant to the Technical Services Agreement and for performance of the VIEs’ Shareholders’ obligation under the Call Option Agreement. The terms of the Equity Pledge Agreement were set to expire upon satisfaction of all obligations under the Technical Services Agreement and Call Option Agreement. The Equity Pledge Agreement was terminated by all parties on December 31, 2019. Call Option Agreement The VIEs’ Shareholders granted an exclusive option to YOD WFOE, or its designee, to purchase, at any time and from time to time, to the extent permitted under PRC law, all or any portion of the VIEs’ Shareholders’ equity in VIEs. The exercise price of the option was to be determined by YOD WFOE at its sole discretion, subject to any restrictions imposed by PRC law. The term of the agreement was until all of the equity interest in the VIEs held by the VIEs’ Shareholders were transferred to YOD WFOE, or its designee and could not be terminated by any part to the agreement without consent of the other parties. The Call Option Agreement was terminated by all parties on December 31, 2019. Power of Attorney The VIEs’ Shareholders granted YOD WFOE the irrevocable right, for the maximum period permitted by law, all of its voting rights as shareholders of VIEs. The VIEs’ Shareholders could not transfer any of its equity interest in VIEs to any party other than YOD WFOE. The Power of Attorney agreements could not be terminated except until all of the equity in VIEs had been transferred to YOD WFOE or its designee. The Power of Attorney agreements were terminated by all parties on December 31, 2019. Technical Service Agreement YOD WFOE had the exclusive right to provide technical service, marketing and management consulting service, financial support service and human resource support services to the VIEs, and the VIEs were required to take all commercially reasonable efforts to permit and facilitate the provision of the services by YOD WFOE. As compensation for providing the services, YOD WFOE was entitled to receive service fees from the VIEs equivalent to YOD WFOE’s cost plus 20.0 to 30.0% of such costs as calculated on accounting policies generally accepted in the PRC. YOD WFOE and the VIEs agreed to periodically review the service fee and make adjustments as deemed appropriate. The term of the Technical Services Agreement was perpetual, and could only be terminated upon written consent of both parties. The Technical Services Agreement was terminated by all parties on December 31, 2019. Spousal Consent Pursuant to the Spousal Consent, undersigned by the respective spouse of the VIEs’ Shareholders, the spouses unconditionally and irrevocably agreed to the execution of the Equity Pledge Agreement, Call Option Agreement and Power of Attorney agreement. The spouses agreed to not make any assertions in connection with the equity interest of the VIEs and to waive consent on further amendment or termination of the Equity Pledge Agreement, Call Option Agreement and Power of Attorney agreement. The spouses further pledged to execute all necessary documents and take all necessary actions to ensure appropriate performance under these agreements upon YOD WFOE’s request. In the event the spouses obtained any equity interests of the VIEs which were held by the VIEs’ Shareholders, the spouses agreed to be bound by the VIE agreements, including the Technical Services Agreement, and comply with the obligations thereunder, including signing a series of written documents in substantially the same format and content as the VIE agreements. The Spousal Consents were terminated by all parties on December 31, 2019. Letter of Indemnification Pursuant to the Letter of Indemnification among YOD WFOE and each nominee shareholder, YOD WFOE agreed to indemnify such nominee shareholder against any personal, tax or other liabilities incurred in connection with their role in equity transfer to the greatest extent permitted under PRC law. YOD WFOE further waived and released the VIEs’ Shareholders from any claims arising from, or related to, their role as the legal shareholder of the VIE, provided that their actions as a nominee shareholder were taken in good faith and were not opposed to YOD WFOE’s best interests. The VIEs’ Shareholders were not entitled to dividends or other benefits generated therefrom, or to receive any compensation in connection with this arrangement. The Letter of Indemnification was to remain valid until either the nominee shareholder or YOD WFOE terminates the agreement by giving the other party hereto 60 days’ prior written notice. The Letter of Indemnification was terminated by all parties on December 31, 2019. Management Services Agreement In addition to VIE agreements described above, the Company’s subsidiary and the parent company of YOD WFOE, YOU On Demand (Asia) Limited, a company incorporated under the laws of Hong Kong (“YOD Hong Kong”) entered into a Management Services Agreement with each VIE. Pursuant to such Management Services Agreement, YOD Hong Kong had the exclusive right to provide to the VIE management, financial and other services related to the operation of the VIE’s business, and the VIE was required to take all commercially reasonable efforts to permit and facilitate the provision of the services by YOD Hong Kong. As compensation for providing the services, YOD Hong Kong was entitled to receive a fee from the VIE, upon demand, equal to 100.0% of the annual net profits as calculated on accounting policies generally accepted in the PRC of the VIE during the term of the Management Services Agreement. YOD Hong Kong could also request ad hoc quarterly payments of the aggregate fee, which payments would be credited against the VIE’s future payment obligations. In addition, at the sole discretion of YOD Hong Kong, the VIE was obligated to transfer to YOD Hong Kong, or its designee, any part or all of the business, personnel, assets and operations of the VIE which could be lawfully conducted, employed, owned or operated by YOD Hong Kong, including: (a) business opportunities presented to, or available to the VIE could be pursued and contracted for in the name of YOD Hong Kong rather than the VIE, and at its discretion, YOD Hong Kong could employ the resources of the VIE to secure such opportunities; (b) any tangible or intangible property of the VIE, any contractual rights, any personnel, and any other items or things of value held by the VIE could be transferred to YOD Hong Kong at book value; (c) real property, personal or intangible property, personnel, services, equipment, supplies and any other items useful for the conduct of the business could be obtained by YOD Hong Kong by acquisition, lease, license or otherwise, and made available to the VIE on terms to be determined by agreement between YOD Hong Kong and the VIE; (d) contracts entered into in the name of the VIE could be transferred to YOD Hong Kong, or the work under such contracts may be subcontracted, in whole or in part, to YOD Hong Kong, on terms to be determined by agreement between YOD Hong Kong and the VIE; and (e) any changes to, or any expansion or contraction of, the business could be carried out in the exercise of the sole discretion of YOD Hong Kong, and in the name of and at the expense of, YOD Hong Kong; (f) provided, however, that none of the foregoing may cause or have the effect of terminating (without being substantially replaced under the name of YOD Hong Kong) or adversely affecting any license, permit or regulatory status of the VIE. The Management Services Agreement was terminated by all parties on December 31, 2019. Loan Agreement Pursuant to the Loan Agreement dated April 5, 2016, YOD WFOE agreed to lend RMB 19.8 million and RMB 0.2 million, respectively, to the VIEs’ Shareholders, one of whom is the spouse of Dr. Wu, the Company’s Chairman, for the purpose of establishing SSF and for development of its business. As of December 31, 2018, RMB27.6 million ($4.2 million) had been lent to VIEs’ Shareholders which had contributed all of the RMB27.6 million ($4.2 million) in the form of capital contribution to SSF. The loan could only be repaid by a transfer by the VIEs’ Shareholders of their equity interests in SSF to YOD WOFE or YOD WOFE’s designated persons, through (1) YOD WOFE having the right, but not the obligation to at any time purchase, or authorize a designated person to purchase, all or part of the VIEs’ Shareholders’ equity interests in SSF at such price as YOD WOFE shall determine (the “Transfer Price”), (2) all monies received by the VIEs’ Shareholders through the payment of the Transfer Price being used solely to repay YOD WOFE for the loans, and (3) if the Transfer Price exceeds the principal amount of the loans, the amount in excess of the principal amount of the loans being deemed as interest payable on the loans, and to be payable to YOD WOFE in cash. Otherwise, the loans were deemed to be interest free. The term of the Loan Agreement was perpetual, and could only be terminated upon the VIEs’ Shareholders receiving repayment notice, or upon the occurrence of an event of default under the terms of the agreement. The loan extended to the Nominee Shareholders and the capital of SSF are fully eliminated in the consolidated financial statements. The Loan Agreement was terminated by all parties on December 31, 2019. The termination of the Loan Agreement resulted in a loss of $5.1 million. Therefore, the Company considers that there was no asset of the VIEs that could be used only to settle obligation of the Company, except for the registered capital of VIEs amounting to RMB38.2 million ($5.8 million) as of December 31, 2018. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions and Divestitures | |
Acquisitions and Divestitures | Note 6. Acquisitions and Divestitures 2019 Acquisitions (a) Acquisition of On December 26, 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. The acquisition price was comprised of (1) $0.9 million in cash, (2) 9,500,000 shares of Ideanomics common stock, and (3) earnout payments (the ”Earnout”) of up to $32.0 million over three years, to be paid in cash or Ideanomics common shares at the election of the Company. The Earnout is based upon revenue targets over three 12 month periods beginning in Q4 2019. The fair value of the Ideanomics stock was based upon the closing price of $0.82 on December 26, 2019, and the preliminary fair value of the Earnout was estimated to be $17.3 million, and was recorded as a liability on the date of acquisition. The Company estimated the fair value of the Earnout using a scenario based method which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. This fair value measurement is based on significant Level 3 inputs. The resulting probability-weighted cash flows were discounted using the Company’s estimated weighted average cost of capital of 30.0% Tree Technologies holds the land use rights for 250 acres of vacant land zoned for industrial development in the Begeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia. The Company intends to develop this land and lease it to Tree Manufacturing for the manufacture of EVs. Tree Technologies holds an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. The goodwill arising from the acquisition consists largely of the synergies expected from the fulfillment of these contracts. None of the goodwill recognized is expected to be deductible for tax purposes. The following table summarizes the acquisition-date preliminary fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in Tree Technologies recognized. The Company has recorded provisional amounts for these items as well as for the Earnout mentioned above. The Company expects to finalize the fair value analysis of the assets acquired, liabilities assumed, the noncontrolling interest, and the Earnout within one year subsequent to the acquisition, and therefore adjustments to assets and liabilities will occur and may be significant. Cash $ 229 Land use rights 27,078,944 Accounts payable (743,250) Noncontrolling interest (24,985,292) Goodwill 13,316,226 Marketing and distribution agreement 11,332,473 $ 25,999,330 The accounts payable above of $0.7 million primarily represents the transfer tax payable for the land use rights for the 250 acres of vacant land; should the Company fail to fulfill its obligations to pay the transfer tax payable it would forfeit its land use rights. Tree Technologies had not commenced operations as of the acquisition date, therefore pro forma results as if the acquisition had occurred as of January 1, 2018, and related information, are not presented. (b) Acquisition of Grapevine Logic, Inc. (“Grapevine”) Refer to Note 6(d) for additional information on the acquisition of Grapevine, and the initial terms of the agreement and the Option Agreement (as subsequently defined). In May 2019, the Company entered into two amendments to the Option Agreement. The aggregate exercise price for the Option was amended to the greater of: (1) fair market value of the Fomalhaut Interest in Grapevine as of the close of business on the date preceding the date upon which the option is exercised; and (2) $1.84 per share of the Company’s common stock. It was also agreed that the full amount of the exercise price shall be paid in the form of common stock of the Company. In June 2019, the Company issued 0.6 million shares in exchange for a 34.3% ownership in Grapevine as a result of the exercise of the Option. At the completion of this transaction the Company owned 100.0% of Grapevine. At the date of the transaction, the carrying amount of the non-controlling interest in Grapevine was $0.5 million. The difference between the value of the consideration exchanged of $1.1 million and the carrying amount of the non-controlling interest in Grapevine is recorded as a debit to Additional paid-in capital based on ASC 810-10-45-23. (c) Acquisition of Delaware Board of Trade Holdings, Inc. (“DBOT”) In April 2019, the Company entered into a securities purchase agreement to acquire 6.9 million shares in DBOT in exchange for 4.4 million shares of the Company’s common stock at $2.11 per share. In July 2019, the Company entered into another securities purchase agreement to acquire an additional 2.2 million shares in DBOT in exchange for 1.4 million shares of the Company’s common stock at $2.11 per share. The two transactions, which increased the Company’s ownership in DBOT to 99.0%, were completed in July 2019. The securities purchase agreements required the Company to issue additional shares of the Company’s common stock (“True-Up Common Stock”) in the event the stock price of the common stock falls below $2.11 at the close of trading on the date immediately preceding the lock-up date, which is 9 months from the closing date. The Company accounted for the additional True-Up Common Stock consideration as a liability in accordance with ASC 480. The Company recorded this liability at fair value of $2.2 million on the date of acquisition. As of December 31, 2019, the Company remeasured this liability to $7.3 million and the remeasurement loss of $5.1 million was recorded in “Acquisition earn-out expense” in the consolidated statements of operations. Immediately prior to the consummation of the transaction, the Company’s investment in DBOT had a fair value of $3.1 million, and the Company recorded a loss of $3.2 million to record the investment in DBOT to its fair value. This loss was recorded in “Loss on remeasurement of DBOT investment” in the consolidated statements of operations. The fair value of the investment in DBOT immediately prior to the consummation of the transaction was determined in conjunction with the overall fair value determination of the DBOT assets acquired and liabilities assumed. DBOT operates three companies: (1) DBOT ATS LLC, an SEC recognized Alternative Trading System (“ATS”); (2) DBOT Issuer Services LLC, focused on setting and maintaining issuer standards, as well as the provision of issuer services to DBOT designated issuers; and (3) DBOT Technology Services LLC, focused on the provision of market data and marketplace connectivity. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and DBOT, as the Company executes its business plan of selling digital tokens and digital assets and other commodities on an approved ATS. The consolidated statements of operation for the year ended December 31, 2019 include the results of DBOT from July 2019 to December 31, 2019. For the time period from July 2019 through December 31, 2019, DBOT contributed $15,838 and $1.9 million to the Company’s revenue and net loss, respectively. The following table summarizes supplemental information on an unaudited pro forma basis, as if the acquisition had been consummated as of January 1, 2018: December 31, 2019 December 31, 2018 Revenue $ 44,675,864 $ 378,242,165 Net loss attributable to IDEX common shareholders (99,417,257) (30,164,664) The unaudited pro forma results of operations do not purport to represent what the Company’s results of operations would actually have been had the acquisition occurred on January 1, 2018. Actual future results may vary considerably based on a variety of factors beyond the Company’s control. The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in DBOT recognized: Cash $ 246,929 Other financial assets 1,686,464 Financial liabilities (4,411,140) Noncontrolling interest (104,649) Goodwill 9,323,189 Intangible asset – continuing membership agreement 8,255,440 Intangible asset – customer list 58,830 $ 15,055,063 The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill, of which none is expected to be deductible for tax purposes. For all intangible assets acquired, continuing membership agreements have useful life of 20 years and the customer list has useful life of 3 years. 2018 Acquisitions ( d) Grapevine Logic, Inc. (“Grapevine”) On September 4, 2018, the Company completed the acquisition of 65.7% share of Grapevine for $2.4 million in cash. Grapevine is an end-to-end influencer marketing platform that facilitates collaboration between advertisers and brands with video based social influencers and content creators. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Grapevine. None of the goodwill recognized is expected to be deductible for income tax purposes. The transaction was accounted for as a business combination. The following table summarizes the amounts of the assets acquired and liabilities assumed recognized at the acquisition date, as well as the fair value at the acquisition date of the non-controlling interest in Grapevine: Cash $ 508,000 Other financial assets 388,000 Financial liabilities (747,000) Noncontrolling interest (679,000) Goodwill 705,000 Influencer network 1,980,000 Customer contracts 500,000 Trade name 110,000 Technology platform 290,000 Deferred tax liabilities (570,000) $ 2,485,000 Pro forma results of operations for Grapevine have not been presented because it is not material to the consolidated results of operations. For all intangible assets acquired and purchased during the year ended December 31, 2018, the influencer network has a weighted-average useful life of 10 years, customer contracts have a weighted-average useful life of 3 years, the trade name has a weighted-average useful life of 15 years and technology platform has a weighted-average useful life of 7 years. Fomalhaut Limited (“Fomalhaut”), a British Virgin Islands company and an affiliate of Dr. Wu, is the non-controlling equity holder of 34.4% in Grapevine (the “Fomalhaut Interest”). Fomalhaut entered into an option agreement, effective as of August 31, 2018 (the “Option Agreement”), with the Company pursuant to which the Company provided Fomalhaut with the option to sell the Fomalhaut Interest to the Company. The aggregate sale price for the Fomalhaut Interest is the fair market value of the Fomalhaut Interest as of the close of business on the date preceding the date upon which the right to sell the Fomalhaut Interest to the Company is exercised by Fomalhaut. If the option is exercised, the sale price for the Fomalhaut Interest is payable in a combination of 1/3 in cash and 2/3 in the Company’s shares of common stock at the then market value on the exercise date. The Option Agreement will expire on August 31, 2021. Refer to Note 6(b) for additional information on the amendment and exercise of the Option Agreement. (e) Shanghai Guang Ming Investment Management (“Guang Ming”) On April 24, 2018, the Company completed the acquisition of 100.0% equity ownership in Guang Ming, a PRC limited liability company, for a total purchase price of $0.4 million in cash. One of the two selling shareholders is a related party, an affiliate of Dr. Wu. Guang Ming holds a special fund management license. The acquisition will help the Company develop a fund management platform. Under ASC 805‑50‑05‑5 and ASC 805‑50‑30‑5, the transaction was accounted for as a reorganization of entities under common control, in a manner similar to a pooling of interest, using historical costs. As a result of the reorganization, the net assets of Guang Ming were transferred to the Company, and the accompanying consolidated financial statements have been prepared as if the current corporate structure had been in place at the beginning of periods presented in which the common control existed. 2019 Divestitures The Company may divest certain businesses from time to time based upon review of the Company’s portfolio considering, among other items, factors relative to the extent of strategic and technological alignment and optimization of capital deployment, in addition to considering if selling the businesses results in the greatest value creation for the Company and for shareholders. (f) Red Rock Global Capital LTD (“Red Rock”) In May 2019, the Company determined to sell the Red Rock business and entered into an agreement with Redrock Capital Group Limited, an affiliate of Dr. Wu, to sell its entire interest in Red Rock for consideration of $0.7 million. The Company decided to sell Red Rock primarily because it has incurred operating losses and its business is no longer needed based on the Company’s business plan. The transaction was completed in July 2019 and the Company recorded a disposal gain of $0.6 million recorded in “Loss on disposal of subsidiaries, net” in the consolidated statements of operations. (g) Amer Global Technology Limited (“Amer”) On June 30, 2019, the Company entered into an agreement with BCC Technology Company Limited (“BCC”) and Tekang Holdings Technology Co., Ltd (“Tekang ”) pursuant to which Tekang will inject certain assets in the robotics and electronic internet industry and Internet of Things business consisting of manufacturing data, supply chain management and financing, and lease financing of industrial robotics into Amer in exchange for 71.8% of ownership interest in Amer. The parties subsequently entered into several amendments including (1) changing the name of Amer to Logistorm Technology Limited, (2) issuing 39,500 new shares in Amer or 71.8% ownership interest to BCC instead of Tekang, (3) issuing 5,500 new shares in Amer or 10.0% ownership interest to Merry Heart Technology Limited (“MHT”) and (4) the Company is responsible for 20.0% of any potential tax obligation associated with Amer, if Amer fails to be publicly listed in 36 months from the closing date of this transaction. The Company concluded that it’s not probable that this contingent liability would be incurred. As a result of this transaction, the Company’s ownership interest in Amer was diluted from 55.0% to 10.0%. The transaction was completed on August 31, 2019. The Company recognized a disposal gain of $0.5 million as a result of the deconsolidating Amer, and such gain was recorded in “Loss on disposal of subsidiaries, net” in the consolidated statements of operations. $0.1 million of the gain is attributable to the 10.0% ownership interest retained in Amer. In addition, on the date Amer was deconsolidated, the Company recorded a bad debt expense of $0.6 million relating to a receivable due from Amer to a subsidiary of the Company, which was recorded in “Selling, general and administrative expense” in the consolidated statements of operations. The following table summarizes the consolidated statement of operations for the year ended December 31, 2018, on an unaudited pro forma basis, as if the dilution of the Company’s interest in Amer had been consummated as of January 1, 2018: December 31, 2018 Revenue $ 261,026,833 Net loss from operations (25,031,090) Net loss (27,243,059) Net loss attributable to IDEX common shareholders (26,246,331) Pro forma results of operations for the year ended December 31, 2019 have not been presented because they are not material to the consolidated results of operations. Amer had no revenue and minimal operating expenses in the year ended December 31, 2019. 2018 Divestitures (h) Wide Angle and Shanghai Huicang Supplychain Management Ltd. In December 2018, the Company entered into an agreement with Hooxi, an entity listed on the TSX venture exchange in Canada, and completed the sale of its investment (55.0% interest) in Wide Angle and Shanghai Huicang Supplychain Management Ltd., whose operations mainly focus on magazines printing, for a nominal amount. This business had annual sales of $0.3 million and continued to incur losses with minimal net assets. The transaction resulted in a loss of $1.2 million and was recorded in “Loss on disposal of subsidiaries, net” in the consolidated statements of operations. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable | |
Accounts Receivable | Note 7. Accounts Receivable The following table summarizes the Company’s accounts receivable: December 31, December 31, 2019 2018 Accounts receivable, gross $ 2,404,972 $ 19,370,665 Less: allowance for doubtful accounts (103) — Accounts receivable, net $ 2,404,869 $ 19,370,665 The following table summarizes the movement of the allowance for doubtful accounts: December 31, December 31, 2019 2018 Balance at the beginning of the year $ — $ 3,646 Disposal of Zhong Hai Shi Xun — (3,646) Acquisition of DBOT (103) — Balance at the end of the year $ (103) $ — |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment, net | |
Property and Equipment, net | Note 8. Property and Equipment, net The following table summarizes the Company’s property and equipment: December 31, December 31, 2019 2018 Furniture and office equipment $ 441,283 $ 357,064 Vehicle 62,052 63,135 Leasehold improvements 242,627 200,435 Total property and equipment 745,962 620,634 Less: accumulated depreciation (367,509) (186,514) Land 3,042,777 3,042,777 Building 308,779 2,607,666 Assets retirement obligations - environmental remediation 6,496,115 8,000,000 Capitalized direct development cost 2,713,356 944,864 Construction in progress (Fintech Village) 12,561,026 14,595,307 Property and Equipment, net 12,939,480 $ 15,029,427 The Company recorded depreciation expense of $0.1 million and $0.1 million in the years ended December 31, 2019 and 2019, respectively. Global Headquarters for Technology and Innovation in Connecticut (“Fintech Village”) On October 10, 2018, the Company purchased a 58‑acre former University of Connecticut campus in West Hartford from the State of Connecticut for $5.2 million in cash and also assumed responsibility of the environmental remediation. The Company obtained a surety bond in favor of the University of Connecticut and the State of Connecticut (the “Seller”) in connection with the Company’s environmental remediation obligations. In order to obtain the surety bond, the Company was required to post $3.6 million in cash collateral with the bonding company and recorded in “Other non-current assets” in the consolidated balance sheet as of December 31, 2018. The Company recorded asset retirement obligations in the amount of $8.0 million as of December 31, 2018 which was the estimates performed by the Seller and at a discount to the purchase price, therefore, the Company considered it a reasonable estimate of fair value of its asset retirement obligation pursuant to ASC 410‑20‑25‑6. The Company will assess asset retirement obligations periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. The following table summarizes the activity in the asset retirement obligation for the year ended December 31, 2109: January 1, Liabilities Remediation Accretion December 31, 2019 Incurred Performed Expense Revisions 2019 Asset retirement obligation $ 8,000,000 $ — $ 2,905,800 $ — $ — $ 5,094,200 In connection with the acquisition, the Company also entered into an Assistance Agreement by and between the State of Connecticut, acting by the Department of Economic and Community Development (the “Assistance Agreement"), pursuant to which the State of Connecticut may provide up to $10.0 million of financial assistance (the “Funding”) which in such case shall be evidenced by a promissory note, provided, however, that the aggregate principal of the funding shall not exceed 50% of the cost of the project. The Company will provide security for its obligation to repay the Funding to the State of Connecticut in the form of a first position mortgage. The Company agrees that in exchange for the Funding it will provide a minimum number of jobs at a minimum annual amount of compensation by December 31, 2021. Failure of the Company to do so will subject it to certain cash penalties for each employee below the minimum employment threshold. If the Company meets the employment obligations it is eligible for forgiveness of up to $10.0 million of the Funding. The Company will agree to certain covenants with respect to the Funding and such Funding may become immediately due and payable upon the occurrence of certain standard events of default. There were no borrowings from the Funding as of December 31, 2019 and 2018. The Company capitalized direct costs incurred on Fintech Village and the capitalized cost is recorded as part of Construction in progress. Capitalized costs were $2.7 million and $0.9 million as of December 31,2019 and 2018, respectively, and are primarily related to the legal and architect costs. In the year ended December 31, 2019, the Company impaired buildings with a carrying amount of $2.3 million, which were subsequently demolished, and impaired related asset retirement costs of $1.5 million. The Company has identified Fintech Village as a non-core asset and is evaluating its strategies for divesting of this asset. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 9. Goodwill and Intangible Assets Goodwill The following table summarizes changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018: Balance as of January 1, 2018 $ — Acquisitions 704,884 Balance as of December 31, 2018 704,884 Acquisitions 22,639,415 Balance as of December 31, 2019 $ 23,344,299 Intangible Assets The following table summarizes information regarding amortizing and indefinite lived intangible assets: December 31, 2019 December 31, 2018 Weight Average Gross Gross Remaining Carrying Accumulated Impairment Net Carrying Accumulated Impairment Net Useful Life Amount Amortization Loss Balance Amount Amortization Loss Balance Amortizing Intangible Assets Animation Copyright — $ — — — — 301,495 (64,606) — 236,889 Software and licenses — 97,308 (97,308) — — 97,308 (93,251) — 4,057 Solid Opinion IP (a) 4.2 4,655,000 (775,833) — 3,879,167 — — — — Fintalk intangible assets (b) — 6,350,000 (635,000) (5,715,000) — — — — — Influencer network (c) 8.7 1,980,000 (264,000) — 1,716,000 1,980,000 (66,000) — 1,914,000 Customer contract (c) 1.7 500,000 (222,222) — 277,778 500,000 (55,556) — 444,444 Continuing membership agreement (d) 19.5 8,255,440 (206,386) — 8,049,054 — — — — Customer list 2.5 58,830 (9,805) — 49,025 — — — — Trade name (c) 13.7 110,000 (9,778) — 100,222 110,000 (2,444) — 107,556 Technology platform (c) 5.7 290,000 (55,238) — 234,762 290,000 (13,808) — 276,192 Land use rights (e) 99 27,078,944 — — 27,078,944 — — — — Marketing and distribution agreement (e) 5 11,332,473 — — 11,332,473 — — — — Total 60,707,995 (2,275,570) (5,715,000) 52,717,425 3,278,803 (295,665) — 2,983,138 Indefinite lived intangible assets Website name (f) 159,504 — (134,290) 25,214 159,504 — (134,290) 25,214 Patent 28,000 — — 28,000 28,000 — — 28,000 GTB (g) 61,124,407 — (61,124,407) — — — — — Total $ 122,019,906 $ (2,275,570) $ (66,973,697) $ 52,770,639 $ 3,466,307 $ (295,665) $ (134,290) $ 3,036,352 a) During the first quarter of 2019, the Company completed the acquisition of certain assets from SolidOpinion in exchange for 4.5 million shares of the Company’s common stock with a fair value of $7.2 million. The assets acquired included cash of $2.5 million and intellectual property (“IP”) which is complementary to the IP of Grapevine. The parties agreed that 0.5 million of such shares of common stock (“Escrow Shares”) will be held in escrow until February 19, 2020 in connection with SolidOpinion’s indemnity obligations pursuant to the agreement. SolidOpinion has the rights to vote and receive the dividends paid with respect to the Escrow Shares. The Escrow Shares were scheduled to be released on February 19, 2020, and the Company has commenced the necessary steps to release the shares from escrow. b) In September 2018, the Company entered into an agreement to purchase Fintalk Assets from Sun Seven Star International Limited, a Hong Kong company and an affiliate of Dr. Wu. FinTalk Assets include the rights, titles and interest in a secure mobile financial information, social, and messaging platform that has been designed for streamlining financial-based communication for professional and retail users. The initial purchase price for the Fintalk Assets was $7.0 million payable with $1.0 million in cash and shares of the Company’s common stock with a fair market value of $6.0 million. The Company paid $1.0 million in October 2018 and recorded this amount in prepaid expenses as of December 31, 2018 because the transaction had not closed. The purchase price was later amended to $6.4 million, payable with $1.0 million in cash and shares of the Company’s common stock with a value of $5.4 million. The Company issued 2.9 million common shares in June 2019 and completed the transaction. In the fourth quarter of 2019, management determined these assets had no future use and recorded an impairment loss of $5.7 million. c) During the third quarter of 2018, the Company completed the acquisition of 65.7% share of Grapevine. Refer to Note 6(b) and 6(d). d) During the third quarter of 2019, the Company completed the acquisition of additional shares in DBOT, which increased its ownership to 90.0 %. Intangible assets of $8.3 million were recognized on the date of acquisition. Refer to Note 6(c) e) During the fourth quarter of 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. Refer to Note 6(a) for additional information. f) The Company recorded an impairment loss for the YOD website in the amount of $0.1 million in the year ended December 31, 2018 since the website was no longer in use. g) During the first quarter of 2019, the Company completed the sale of certain intangible assets to GTD, and entered into a service agreement with GTD, a minority shareholder, in exchange for GTB. As a result of these transactions, the Company received 8.3 million GTB. On October 29, 2019, GTB had an unexpected significant decline in quoted price, from $17.00 to $1.84. This decline continued through the fourth quarter of 2019, and on December 31, 2019 the quoted price was $0.23. As a result of this decline in quoted price, and its inability to convert GTB into other digital currencies which were more liquid, or fiat currency, the Company performed an impairment analysis in the fourth quarter of 2019 and recorded an impairment loss of $61.1 million. Refer to Note 15(b) for additional information. Amortization expense, excluding impairment losses of $66.8 million and $0.1 million mentioned above, relating to intangible assets was $2.1 million and $0.2 million for the years ended December 31, 2019, and 2018, respectively. The following table summarizes future expected amortization expense: Amortization to be Years ending December 31, recognized 2020 $ 4,316,830 2021 4,261,274 2022 4,140,358 2023 4,130,553 2024 and thereafter 35,868,410 Total $ 52,717,425 The above table assumes that the amortization commences on the Land use rights and Marketing and distribution agreement on January 1, 2020; however, actual amortization may commence at a later date as EV production commences. |
Long-term Investments
Long-term Investments | 12 Months Ended |
Dec. 31, 2019 | |
Long-term Investments | |
Long-term Investments | Note 10. Long-term Investments The following table summarizes the composition of long-term investments: December 31, December 31, 2019 2018 Non-marketable equity investment $ 5,967,911 $ 9,452,103 Equity method investment 16,653,586 16,956,506 Total $ 22,621,497 $ 26,408,609 Non-marketable equity investment Our non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Based on management’s analysis of certain investment’s performance, impairment losses of $3.0 million and $0 were recorded in the years ended December 31, 2019 and 2018 and are recorded in “Impairment of assets” in the consolidated statements of operations. The Company sold one non-marketable equity investment with a carrying amount of $3.2 million for GTB and recognized no gain or loss on the sale. Refer to Note 15(b) for additional information. Equity method investments The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting: December 31, 2019 Income (loss) Reclassification Impairment Foreign currency January 1, 2019 Addition on investment to subsidiaries losses Disposal translation adjustments December 31, 2019 Wecast Internet (a) $ 4,114 $ — $ 4 $ — $ (6,048) $ — $ 1,930 $ — Hua Cheng (b) 308,666 — (33,189) — — (245,138) (30,339) — BDCG (c) 9,800,000 — — — — — — 9,800,000 DBOT (d) 6,843,726 — (3,719,735) (3,123,991) — — — — Glory (e) — 19,991,600 (76,170) — (13,061,844) — — 6,853,586 Total $ 16,956,506 $ 19,991,600 $ (3,829,090) $ (3,123,991) $ (13,067,892) $ (245,138) $ (28,409) $ 16,653,586 December 31, 2018 Loss on Impairment Foreign currency January 1, 2018 Addition investment loss translation adjustments December 31, 2018 Wecast Internet (a) $ 6,044 $ — $ (1,935) $ — $ 5 $ 4,114 Hua Cheng (b) 353,498 — (46,070) — 1,238 308,666 BDCG (c) — 9,800,000 — — — 9,800,000 DBOT (d) — 6,976,346 (132,620) — — 6,843,726 Total $ 359,542 $ 16,776,346 $ (180,625) $ — $ 1,243 $ 16,956,506 All the investments above are privately held companies; therefore, quoted market prices are not available. The Company has received no dividends from equity method investees in the years ended December 31, 2019 and 2018. a) Wecast Internet As of December 31, 2019 and 2018, the Company has a 50.0% interest in Wecast Internet Limited (“Wecast Internet”). Wecast Internet is in the process of liquidation and the remaining carrying amount of $6,048 was impaired. b) Hua Cheng Hu Dong (Beijing) Film and Television Communication Co., Ltd. (“Hua Cheng”) As of December 31, 2018, the Company held a 39.0% equity ownership in Hua Cheng, a company established to provide integrated value-added service solutions for the delivery of video on demand and enhanced content for cable providers. This investment was held by a PRC VIE and was deconsolidated on December 31, 2019. Refer to Note 5 for additional information on the PRC VIEs. c) BBD Digital Capital Group Ltd. (“BDCG”) In 2018, the Company signed a joint venture agreement with two unrelated parties, to establish BDCG located in the United States for providing block chain services for financial or energy industries by utilizing artificial intelligence and big data technology in the United States. On April 24, 2018, the Company acquired 20.0% equity ownership in BDCG from one noncontrolling party for total consideration of $9.8 million which consisted of $2.0 million in cash and $7.8 million paid in the form of the Company’s capital stock (valued at $2.60 per share and equal to 3.0 million shares of the Company’s common stock), increasing the Company’s ownership to 60.0%. The remaining 40.0% of BDCG are held by Seasail Ventures Limited (“Seasail”). The accounting treatment of the joint venture is based on the equity method due to variable substantive participating rights (in accordance with ASC 810‑10‑25‑11) granted to Seasail. The new entity is currently in the process of ramping up its operations. Intelligenta has yet to record revenue or earnings or losses, and therefore its statement of operations and balance sheet data are not material. As of December 31, 2019 and 2018, the excess of the Company’s investment over its proportionate share of Intelligenta’s net assets was $9.8 million and $9.8 million, respectively. The difference represents goodwill and is not being amortized. d) Delaware Board of Trade Holdings, Inc. (“DBOT”) DBOT is an approved and licensed FINRA- and SEC-regulated electronic trading platform with operations in Delaware. One of the Company’s subsidiaries is powered by DBOT’s platform, trading system and technology. The Company previously accounted for this investment using the cost method as the Company then owned less than 4.0% of the common shares and the Company did not have significant influence over DBOT. In October 2018, the Company issued 2.3 million shares of the Company’s common stock to acquire additional shares in DBOT, thereby increasing its holdings to 36.9%. As a result, the Company changed its method of accounting for this investment to the equity method. The effect of the change from cost method to equity method was immaterial. In July 2019, the Company issued 6.7 million shares of the Company’s common stock to acquire additional shares in DBOT, thereby increasing its holdings to 99.0%. As a result, the Company began to consolidate DBOT. Refer to Note 6(c) for additional information on the acquisition and consolidation of DBOT. e) Glory Connection Sdn. Bhd (“Glory”) On July 18, 2019, the Company entered into an acquisition agreement to purchase a 34.0% interest in Glory, a Malaysian company, from its shareholder Beijing Financial Holding Limited, a Hong Kong registered company, for the consideration of 12.2 million restricted common shares of the Company, initially representing $24.4 million at $2.00 per share, the contract price, and subsequently revised to $20.0 million at $1.64 per share, the closing price on the date of acquisition. As part of this transaction, the Company was also granted an option to purchase a 40.0% interest in Bigfair Holdings Limited (“Bigfair”) from its shareholder Beijing Financial Holding Limited for an exercise price of $13.2 million in the form of common shares of the Company. Bigfair currently holds a 51.0% ownership stake in Glory. The option is exercisable from July 18, 2020 to July 19, 2021. If the option is exercised, the Company would have 20.4% indirect ownership in Glory in addition to the 34.0% direct ownership it already has. Upon the initial investment, the Company performed a valuation analysis and allocated $23.0 million and $1.4 million of the consideration transferred to the equity method investment and the call option, respectively, which was subsequently revised to $20.0 million and $0, respectively. Glory is currently in the process of ramping up its operations. As initially contemplated, Glory, through its subsidiary Tree Manufacturing, would hold a domestic EV manufacturing license in Malaysia, a marketing and distribution agreement for EVs in the ASEAN region, as well as the land use rights for 250 acres of vacant land zoned for industrial development in the Begeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia, which was to be the site of the manufacturing operations. In December 2019, the Company acquired a 51.0% ownership interest in Tree Technologies. Tree Technologies had previously been granted the land use rights to the 250 acres of vacant land mentioned above, which was previously anticipated would be owned by Glory. As Glory would no longer receive the land use rights to the 250 acres of vacant land, the Company evaluated its investment in Glory for impairment, and recorded an impairment loss of $13.1 million in “Impairment of and equity in loss of equity method investees” in the consolidated statements of operations. Tree Technologies has also entered into a product supply arrangement and a product distribution arrangement with a subsidiary of Glory. The Company performed an assessment of these arrangements, and determined that Glory is a variable interest entity, but that the Company is not the prime beneficiary. As of December 31, 2019, the Company accounts for Glory as an equity method investment. Refer to Note 6(a) for additional information on the acquisition of Tree Technologies. The Company has advanced $1.0 million to Glory in order to fund its operations, although it had no obligation to do so. The Company’s maximum exposure to Glory is $7.8 million, the sum of its investment and advances. As of December 31, 2019, the excess of the Company’s investment over its proportionate share of Glory’s net assets was $6.6 million. The difference represents an amortizing intangible asset. The following table summarizes the income statement information of Glory for the year ended December 31, 2019: December 31, 2019 Revenue $ 33,352 Gross profit 10,020 Net loss from operations (596,671) Net loss (585,981) Net loss attributable to Glory (323,673) |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Leases | Note 11. Leases As of December 31, 2019, the Company’s operating lease right of use assets and operating lease liability are $6.9 million and $7.3 million, respectively. The weighted-average remaining lease term is 6.2 years and the weighted-average discount rate is 7.5%. The following table summarizes the components of lease expense: Year Ended December 31, 2019 Operating lease cost $ 1,707,893 Short-term lease cost 316,905 Sublease income (42,420) Total $ 1,982,378 The following table summarizes supplemental information related to leases: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: $ Operating cash flows from operating leases 1,406,611 Right-of-use assets obtained in exchange for new operating lease liabilities 935,242 The following table summarizes the maturity of operating lease liabilities Leased Property Years ending December 31 Costs 2020 $ 1,512,025 2021 1,434,657 2022 1,422,965 2023 1,474,391 2024 1,503,859 2025 and Thereafter 1,873,794 Total lease payment 9,221,691 Less: Interest (1,886,538) Total $ 7,335,153 |
Supplementary Information
Supplementary Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplementary Information | |
Supplemental Financial Statement Information | Note 12. Supplementary Information Other Current Assets “Other current assets” were $1.8 million and $3.6 million as of December 31, 2019 and 2018, respectively. Components of "Other current assets" as of December 31, 2019 and 2018 that were more than 5 percent of total current assets were “Other receivables” due from related parties of $1.3 million and $3.3 million, including operations deposits receivable from a non-controlling shareholder ($0.9 million), respectively. Other Current Liabilities “Other current liabilities” were $6.5 million and $4.6 million as of December 31, 2019 and 2018, respectively. Components of "Other current liabilities" that were more than 5 percent of total current liabilities were other payables to third parties in the amount of $5.9 million and $4.6 million respectively. Three suppliers individually accounted for more than 10% of the “Other current liabilities” balance as of December 31, 2019. Two suppliers individually accounted for more than 10% of the “Other current liabilities” balance as of December 31, 2018. |
Promissory Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2019 | |
Promissory Notes | |
Promissory Notes | Note 13. Promissory Notes The following is the summary of outstanding promissory notes as of December 31, 2019 and 2018: December 31, December 31, 2019 2018 Interest rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Maturity Date Convertible Note‐Mr. McMahon(Note 15 (a)) 4 % $ 3,000,000 $ 3,260,055 $ 3,000,000 3,140,055 December 31, 2020 Convertible Note‐SSSIG (Note 15 (a)) 4 % 1,252,300 1,300,657 1,000,000 1,000,000 February 8, 2020, in process of renewal Convertible Note‐SSSIG (Note 15 (a)) 4 % 250,000 250,000 — — November 25, 2020 Convertible Note‐Advantech (a) 8 % 12,000,000 3,192,896 12,000,000 11,313,770 June 28, 2021 Senior Secured Convertible Note (b) 10 % 850,000 347,763 — — August 22, 2020 Senior Secured Convertible Note (c) 10 % 3,580,000 1,895,958 — — March 27, 2021 Senior Secured Convertible Note (d) 4 % 3,000,000 1,405,027 — — December 2020 Promissory Note (e) 6 % 3,000,000 3,000,000 — — November 2020 Total 26,932,300 14,652,356 16,000,000 15,453,825 Less: Current portion 8,012,845 4,140,055 Long‐term Note, less current portion $ $ 6,639,511 $ $ 11,313,770 *Carrying amount includes the accrued interest. The following table summarizes future maturities of long-term debt, contractual obligations for interest, as well as projected interest expense resulting from the amortization of debt discounts as of December 31, 2019: Principal Interest 2020 $ 9,850,000 $ 12,211,919 2021 17,082,300 4,302,643 2022 — — 2023 — — 2024 — — Thereafter — — $ 26,932,300 $ 16,514,562 As of December 31, 2019, the Company was in compliance with all ratios and covenants. (a) $12 million Convertible Note - Advantech On June 28, 2018, the Company entered into a convertible note purchase agreement with Advantech Capital Investment II Limited (“Advantech”) in the aggregate principal amount of $12.0 million (the Notes). The Notes bear interest at a rate of 8.0%, mature on June 28, 2021, and are convertible into the shares of the Company’s common stock at a conversion price of $ 1.82 per share and subsequently reset conversion price to $1.00 in October 2019 (See Note 13 (c) below) due to the down round provision included in the convertible note purchase agreement. The initial difference between the conversion price and the fair market value of the common stock on the commitment date (transaction date) resulted in a BCF recorded of $1.4 million and increased by $10.6 million due to down round provision adjustment in October 2019. For the years ended December 31, 2019 and 2018, total interest expense recognized relating to the BCF and accured expense was $1.5 million and $0.7 million, respectively. The carrying amounts as of December 31, 2019 and 2018, are reflected net of discounts of $10.2 million and $1.2 million, respectively, associated with the BCF of the convertible notes. This amount is being amortized based on the effective yield method through the first demand redemption date as applicable. The agreement also requires the Company to comply with certain covenants, including restrictions on the use of the proceeds and other convertible note offering. (b) $2.05 million Senior Secured Convertible Debenture due in August 2020 - ID Ventura 7 On February 22, 2019, the Company executed a security purchase agreement with ID Venturas 7, LLC ("IDV"), whereby the Company issued $2.1 million of senior secured convertible note ("February IDV Note"). The note bears interest at a rate of 10.0% per year payable either in cash or in kind at the option of the Company on a quarterly basis and matures on August 22, 2020. In addition, IDV is entitled to the following: (1) the convertible note is senior secured; (2) convertible at an adjusted $1.00 (original $1.84) per share of Company common stock at the option of IDV, subject to adjustments if subsequent equity shares have a lower conversion price ("down round provision"), (3) 1,166,113 shares of common stock of the Company and (4) a warrant exercisable for 150% of the number of shares of common stock which the note is convertible into at an exercise price of $1.00 (original $1.84) per share and will expire 7 years (extended from 5 years: See (d) below) after issuance. The Company received aggregate gross proceeds of $2.0 million, net of $50,000 for the issuance expenses paid by IDV. Total funds received were allocated to convertible note, common stocks and warrants based on their relative fair values in accordance with ASC 470-20-30. The value of the convertible note and common stocks was based on the closing price on February 22, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 111.83% and an interest rate of 2.48%. The relative fair value of the warrants was recorded as additional paid-in capital and reduced (discount on) the carrying amount of the convertible note. The Company recognized a BCF of $0.6 million as an increase in additional paid in capital and reduced (discount on) the carrying amount of the convertible note, which was the fair value of the common stock at the commitment date for convertible note, less the effective conversion price.. Interest on the convertible note is payable quarterly starting from April 1, 2019. The convertible note is redeemable at the option of the Company in whole at an initial redemption price of the principal amount of the convertible note plus additional warrants and accrued and unpaid interest to the date of redemption. IDV has registration rights that require the Company to file and register the common stock issued or issuable upon conversion of the convertible note or the exercise of the warrants, within 180 days following the closing of the transaction. The Company is also subject to penalty fee at 8.0% per annum for late payments of interests and compensation for the loss of IDV on failure to timely deliver conversion shares upon conversion. The security purchase agreement contains customary representations, warranties and covenants. The convertible note is collateralized by the Company's equity interest in Grapevine and the Company has the right to request for the removal of the guarantee and collateral by issuance of additional 250,000 shares of common stock. Modification/Extinguishment On September 27, 2019, the Company issued 250,000 shares of common stock to IDV in exchange for the release of Grapevine as collateral. The issuance of the shares in exchange for the removal of collateral was treated as a modification of existing convertible note pursuant to the guidance of ASC 470-50 "Debt - Modifications and Extinguishments" ("ASC 470-50"). The Company concluded that the convertible note qualified for debt extinguishment as the 10% cash flow test was met. As a result, the $2.05 million secured convertible note was written off (carrying amount: $813,254) and the amended note was recorded at fair value (approximately $1.7 million). The Company recognized a non-cash loss on extinguishment of debt in the amount of $1,236,746 and the intrinsic value of reacquisition of BCF is zero as of September 27, 2019. Down round price adjustment on October 30, 2019 Under the down round provision included in the debenture agreement and warrant agreement, if at any time while the debenture and warrants outstanding, the Company sells or grants any options or warrants with respect to the purchase and sale of Common Stock (collectively, " Additional Securities") of the Company resulting in a price per share of such Additional Securities of less than the then conversion price (such lower price, the "Base Conversion/Exercise Price"), then, simultaneously with the closing of such subsequent equity sales, the conversion price and/or exercise price shall be reduced to equal the Base Conversion/Exercise Price. As a result of our additional financing on October 30, 2019 (See (c) below), the Company entered into a letter agreement with IDV pursuant to which the Company agreed to reduce the conversion price of the Debentures and the exercise price of the Warrants from $1.84 to $1.00. The Company recognized approximately $1.4 million of remeasured BCF as an increase in additional paid in capital and reduced (discount on) the carrying amount of the convertible note and $0.2 million of deemed dividend on warrant repricing for the difference between the fair value of the unadjusted warrants and adjusted warrants. The fair value of the adjusted warrants was determined using the Black-Scholes option-pricing model based on the following assumptions: (1) volatility rate of 112%, (2) interest rate of 2.48%, (3) zero expected dividend yield, and (4) expected life of 5 year. Conversion During the fourth quarter ended December 31, 2019, $1.2 million of the convertible notes, plus interest, were converted into 1,2 million shares of common stock of the Company. As a result of the conversions, the Company recognized interest expenses of $1.0 million with an offset to debt discount. The discounts on the convertible note for the warrants and BCF are being amortized to interest expense, using the effective interest method over the term of the convertible note. As of December 31, 2019, the carrying amount as of December 31, 2019 is reflected net of discounts of $538,000. Total interest expense recognized relating to the discount and accrued interest was $1.2 million for year ended December 31, 2019. (c) $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Ventura 7 On September 27, 2019, the Company executed a security purchase agreement with IDV ("IDV September Agreement"), whereby the Company issued $2,500,000 of senior secured convertible note in September ("September IDV Notes") and issued additional $1,080,000 of secured convertible notes subsequently based on additional investment rights in IDV September Agreement. The notes bear interest at a rate of 10% per year payable either in cash or in kind at the option of the Company on a quarterly basis and mature on March 27, 2021. In addition, IDV is entitled to the following: (i) the convertible note is senior secured; (ii) convertible at an adjusted $1.00 (original $1.84) per share of Company common stock at the option of IDV, subject to down round provision, (ii) 1.5 million shares of common stock of the Company and (iii) a warrant exercisable for 150% of the number of shares of common stock which the note is convertible into at an exercise price of $1.00 (original $1.84) per share and will expire in 7 years (extended from 5 years: See (c) below) after issuance. The Company received net proceeds of $3.5 million (aggregate gross proceeds of $3.6 million, net of $65,000 for the issuance expenses paid to IDV). Total gross proceeds were allocated to convertible note, common stocks and warrants based on their relative fair values in accordance with ASC 470-20-30. The value of the convertible note and common stocks was based on the closing price on September 27, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 122.44% and an average interest rate of 1.66%. The relative fair value of the warrants was recorded as additional paid-in capital and reduced (discount on) the carrying amount of the convertible note. The Company recognized a BCF as a discount on convertible note at its intrinsic value, which was the fair value of the common stock at the commitment date for convertible note, less the effective conversion price. The Company recognized approximately $1.3 million of BCF in total as an increase in additional paid in capital and reduced (discount on) the carrying amount of the convertible note in the accompanying consolidated balance sheet. The convertible note is redeemable at the option of the Company in whole at an initial redemption price of the principal amount of the convertible note plus additional warrants and accrued and unpaid interest to the date of redemption. The security purchase agreement contains customary representations, warranties and covenants. The convertible note is collateralized by the Company's equity interest in DBOT. IDV has registration rights that require the Company to file and register the common stock issued or issuable upon conversion of the convertible note or the exercise of the warrants, within 120 days following the closing of the transaction. The Company is also subject to penalty fee at 8.0% per annum for late payments of interests and compensation for the loss of IDV on failure to timely deliver conversion shares upon conversion. Down round price adjustment on October 30, 2019 On October 29, 2019 the Company entered into a letter agreement (the "Agreement") with IDV pursuant to which the Company agreed to reduce the conversion price of the Debentures and the exercise price of the Warrants from $1.84 to $1.00 for February IDV Note and September IDV Note due to the lower conversion price and exercise price agreed in the additional issuance in October. The Company recognized $150,000 of remeasured BCF as an increase in additional paid in capital and reduced (discount on) the carrying amount of the convertible note and $149,000 of deemed dividend on warrant repricing for the difference between the fair value of the unadjusted warrants and adjusted warrants. The discounts on the convertible note for the warrants and BCF are being amortized to interest expense, using the effective interest method over the term of the convertible note. As of December 31, 2019, the carrying amount as of December 31, 2019 is reflected net of discounts of $1,779,000. Total interest expense recognized relating to the discount and accrued interest was $0.7 million for year ended December 31, 2019. Additional Issuance for no additional consideration-Consent of YA II PN convertible notes On December 19, 2019, the Company executed an additional issuance agreement with IDV. pursuant to which the Company obtained a consent from IDV for subsequent financing with YA II PN (see (d) below) in exchange for (1) 2.0 million shares of the Company's common stock; (2) the warrant to purchase 1.0 million shares of the Company's common stock at an exercise price of $1 with a 7-year term in the form of prior warrants issued to IDV; (3) a 2 year extension of the exercise period for all outstanding warrants held by IDV. The additional issuance above and the exercise period extension in exchange for the consent was treated as a modification of existing convertible note pursuant to the guidance of ASC 470-50. The Company concluded that the convertible notes issued based on IDV September Agreement qualified for debt extinguishment as the 10.0% cash flow test was met. As a result, the $3.6 million secured convertible note was written off (carrying amount $0.4 million)and the amended note was recorded at fair value ($2.2 million) along with a BCF at intrinsic value ($0.5 million). The Company measured and recognized the intrinsic value of the BCF (reacquisition price $0.5 million) on December 19, 2019 and recognized a non-cash loss on extinguishment of debt in the amount of $2.7 million in accordance with ASC 470-20-40-3. In addition, the Company recognized deemed dividend of approximately $0.5 million for the extension of exercise period for all applicable warrants issued to IDV. (d) $5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN On December 19, 2019, the Company completed the initial closing with respect to a securities purchase agreement with YA II PN, Ltd, a company incorporated under the laws of the Cayman Islands ("YA II PN"), where YA II PN has agreed to purchase from the Company up to $5.0 million (with 4% discount) in units consisting of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock at lower of (1) $1.50 per share or (2) 90% of the lowest 10 day volume weighted average price ("VWAP") with a floor price at $1.00, subject to adjustments if subsequent equity shares have a lower conversion price, and shares of the Company's Common Stock. The purchase and sale of the units shall take place in three closings: 1. First Closing: $2.0 million of Convertible Debentures and 1,4 million shares of Common Stock closed on December 19, 2019; 2. Second Closing $1.0 million of Convertible Debentures and 0.7million shares of Common Stock closed on December 31, 2019 upon filing the registration statement; and 3. Third Closing: $2.0 million of Convertible Debentures and 1.4 million shares of Common Stock closed on February 13, 2020 when such registration statement was declared effective by the SEC. The Convertible Note matures on December 19, 2020 and accrues at an 4.0% interest rate. YA II PN also received (i) a warrant (the "Warrant I") exercisable for 1.7 million shares of common stock at $1.50 with an expiration date 60 months from the date of the agreement, and (ii) a warrant (the "Warrant II") exercisable for 1.0 million shares of common stock at $1.00 with an expiration date of 12 months from the date of the agreement. The Company received aggregate gross proceeds of $2.9 million (net of $0.1 million discount) as of December 31, 2019 and received $2.0 million in February 2020. Total funds received were allocated to Convertible Debentures, common stocks and warrants based on their relative fair values in accordance with ASC 470-20-30. The value of the Convertible Debentures and common stocks was based on the closing price on December 19, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years (1 year for Warrant II), expected dividend rate of 0%, volatility of 122.44% and an interest rate of 1.66% (1.54% for Warrant II). The relative fair value of the warrants was recorded as additional paid-in capital and reduced (discount on) the carrying amount of the convertible note. There was no BCF because its intrinsic value is zero since the stock price of the common stock at the commitment date for convertible note is greater than the effective conversion price. The convertible note is redeemable at the option of the Company in whole or in part at an initial redemption price of the principal amount of the convertible note plus a redemption premium equal to 15% of the amount being redeemed and accrued and unpaid interest to the date of redemption. YA II PN also has registration rights that demand the Company to file and register the common stock issued or issuable upon conversion of the convertible note or the exercise of the warrants. The security purchase agreement contains customary representations, warranties and covenants. The discounts on the convertible note for the warrants and BCF are being amortized to interest expense, using the effective interest method over the term of the convertible note. As of December 31, 2019, the unamortized discount on the convertible note is $1.0 million. Total interest expense recognized relating to the discount and accrued interest was approximately $70,000 for year ended December 31, 2019. (e) $3 million Promissory Note due in November 2020 – New Castle County On November 25, 2015, DBOT, the subsidiary which the Company acquired in 2019 (note 6 (c)) , entered into a promissory note with New Castle County, a political subdivision of the State of Delaware in the aggregate principal amount of $3.0 million (the Notes). The Notes bear interest at a rate of 6%, mature on November 25, 2020. For the year ended December 31, 2019, the Company recorded interest expense of $180,000 related to the Note. The agreement also requires the Company to comply with certain covenants, including restrictions on new indebtedness offering and liens. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | Note 14. Stockholders’ Equity Convertible Preferred Stock Our Board of Directors has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of December 31, 2019 and 2018, 7.0 million shares of Series A preferred stock were issued and outstanding. The Series A preferred stock shall be entitled to one vote per common stock on an as-converted basis and is only entitled to receive dividends when and if declared by the Board. Common Stock Our Board of Directors has authorized 1,500 million shares of common stock, $0.001 par value. 2019 Equity Transactions In the year ended December 31, 2019, the Company issued 8.2 million shares of common stock related to the issuance of convertible notes. Refer to Note 13 for additional information. The Company issued 15.9 million shares of common stock related to business acquisitions. Refer to Notes 6(a), 6(b), and 6(c) for additional information. The Company issued 7.4 million shares of common stock related to asset acquisitions. Refer to Notes 9(a) and 9(b) for additional information. The Company issued 14.7 million shares of common stock related to a long-term investment. Refer to Note 10(e) for additional information. 2018 Equity Transactions In March and June 2018, the Company entered into a subscription agreement with GT Dollar Ptd. Ltd. (“GTD”) for a private placement which was subsequently amended to reduce the amount of the investment to from $40.0 million to $10.0 million. In October 2018, the Company received $10.0 million and issued an aggregate of 5.5 million shares of the common stock of the Company, for $1.82 per share, to GTD. In June and December 2018, the Company entered into a subscription agreement and amended agreements with Sun Seven Stars Investment Group Limited, a British Virgin Islands corporation (“SSSIG”), an affiliate of Dr. Wu, to purchase $1.1 million of common stock at the then market price. The Company has received $1.1 million in total as of December 31, 2018. The Company issued 0.6 million shares of common stock in June 2019. In July and December, 2018, the Company entered into a share purchase and option agreement and amended agreement with Star Thrive Group Limited (“Star”), a British Virgin Islands corporation, pursuant to which Star purchased 5.0 million shares of the Company’s common stock, for $9.2 million (the “Investment”). The Company also granted to Star a share purchase option (the “Call Option”) pursuant to which Star may, within 24 months after July 24, 2018, purchase from the Company such number of shares of common stock that would bring Star’s total ownership of the Company’s issued and outstanding shares up to 19.5% on a fully diluted basis, at a price equal to 95.0% of the weighted average trading price of the common stock within 3 months prior to the exercise date of the Call Option. As of December 31, 2018, the Company has received $9.2 million and 5.0 million shares have been issued. The fair value of the call option is $8.0 million using the Black-Sholes valuation model using the following assumptions: expected terms 1.81 years; volatility 132.55%; dividend yield: zero and risk free interest rate 2.81%. The management determined that the call options is classified within shareholders’ equity as “Additional paid-in capital” upon the issuance in accordance with ASC 815‑40 and the proceeds from the investment are allocated to common stock and call options based on the relative fair value of the securities in accordance with ASC 470‑20‑30. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | Note 15. Related Party Transactions (a) Convertible Note $3.0 Million Convertible Note with Mr. Shane McMahon (“Mr. McMahon”) On May 10, 2012, Mr. McMahon, our Vice Chairman, made a loan to the Company in the amount of $3.0 million. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the aggregate principal amount of $3.0 million (the “Note”) at a 4.0% interest rate computed on the basis of a 365‑day year. The Company entered several amendments with respect to the effective conversion price (changed from $1.75 to $1.50), convertible stocks (changed from of Series E Preferred Stock to Common Stock) and extension of the maturity date to December 31, 2020. The accumulated interest payable as of December 31, 2019 and 2018 was $0.3 million and $0.1 million, respectively. For the years ended December 31, 2019 and 2018, the Company recorded interest expense of $0.1 million and $0.1 million related to the Note. The Company did not pay such interest to Mr. McMahon in years ended December 31, 2019 and 2018. $2.5 Million Convertible Promissory Note with SSSIG On February 8, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, in the aggregate principal amount of $2.5 million. The convertible promissory note bears interest at a rate of 4.0%, was scheduled to mature on February 8, 2020, and is convertible into shares of the Company’s common stock at a conversion price of $ 1.83 per share anytime at the option of SSSIG. The Company is in the process of negotiating an extended due date, and believes it has the ability to do so. As of December 31, 2019, the Company received $1.3 million from SSSIG. The Company has not received the remaining $1.2 million as of the date of this report. For the year ended December 31, 2019, the Company recorded interest expense of $48,357 related to the Note. The Company has not paid the interest yet. $1.0 Million Convertible Promissory Note with SSSIG On November 25, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, in the aggregate principal amount of $2.5 million. The convertible promissory note bears interest at a rate of 4.0%, matures on November 25, 2021, and is convertible into the shares of the Company’s common stock at a conversion price of $ 1.25 per share anytime at the option of SSSIG. As of December 31, 2019, the Company received $0.25 million from SSSIG. (b) Transactions with GTD Disposal of Assets in exchange of GTB In March 2019, the Company completed the sale of the following assets (with total carrying amount of $20.4 million) to GTD, a minority shareholder based in Singapore, in exchange for 1.3 million GTB. The Company considers the arrangement as a nonmonetary transaction and the fair values of GTB are not reasonably determinable due to the reasons described below. Therefore, GTB received are recorded at the carrying amount of the assets exchanged and the Company did not recognize any gain or loss based on ASC 845-10-30. · License content (net carrying amount $17.0 million) · 13% ownership interest in Nanjing Shengyi Network Technology Co., Ltd (“Topsgame”) (carrying amount of $3.2 million which was included in long-term investment as a non-marketable equity investment) · Animation copy right (net carrying amount $0.2 million which was included in intangible assets.) Digital asset management services The Company recognized revenue for the master plan development services over the contract period based on the progress of the services provided towards completed satisfaction. Based on ASC 606-10-32, at contract inception, the Company considered the following factors to estimate the value of GTB (noncash consideration): 1) it only trades in one exchange, which operations have been less than one year; 2) its historical volatility is high; and 3) the Company’s intention at the time to hold the majority of GTB, as part of its digital asset management services; and 4) associated risks related to holding GTB. Therefore, the value of 7.1 million GTB using Level 2 measurement was $40.7 million with a 76% discount to the fixed contract price agreed upon by both parties when signing the contract. The Company considered similar assets exchanges in Singapore and considered the volatility of the quoted prices and determined a discount of 76%. The estimated value of GTB is calculated using the Black-Scholes valuation model using the following assumptions: expected terms 3.0 years; volatility 155%; dividend yield: zero and risk-free interest rate 2.25%._As of December 31, 2019, all performance obligations associated with the development of the master plan for GTD’s assets had been satisfied. Accordingly, the Company recognized revenue of $40.7 million in the year ended December 31, 2019. The Company does not anticipate recording any revenue related to the provision of Digital Asset Management Services in 2020. Refer to Note 9(f) for information concerning the impairment loss of $61.1 million recorded related to GTB in the year ended December 31, 2019. (c) Crude Oil Trading For the year ended December 31, 2018, the Company purchased crude oil in the amount of $244.1 million from three suppliers that a minority shareholder of the Company has significant influence upon because this minority shareholder has significant influence on both our Singapore joint venture and these three suppliers. The Company has recorded the purchase in “Cost of revenue from related parties” in its consolidated statements of operations . No such related party transactions occurred in the year ended December 31, 2019. (d) Severance payments On February 20, 2019, the Company accepted the resignation of former Chief Executive Officer, former Chief Investment Officer and former Chief Strategy Officer and agreed to pay $0.8 million in total for salary, severance and expenses. The Company paid $0.6 million in the first quarter of 2019 and recorded $0.2 million in “Other current liabilities” on its consolidated balance sheet as of December 31, 2019. The $0.8 million severance expenses were recorded in “Selling, general and administrative expenses” in the consolidated statements of operations. (e) Borrowing from Dr. Wu. and his affiliates In the year ended December 31, 2019, the Company’s net borrowings from Dr. Wu and his affiliates increased by $3.3 million. The Company recorded these borrowings in “Amount due to related parties” in its consolidated balance sheet as of December 31, 2019. These borrowings bear no interest. (f) Acquisition of Fintalk Assets Refer to Note 9(b) for additional information. (g) Sale of Red Rock Global Capital LTD (“Red Rock”) Refer to Note 6(f) for additional information. (h) Acquisition of Grapevine Logic. (“Grapevine”) Refer to Notes 6(b) and 6(d) for additional information. (i) Sale of Amer Global Technology Limited (“Amer”) Refer to Note 6(g) for additional information. (j) Taxis commission revenue from Guizhou Qianxi Green Environmentally Friendly Taxi Service Co. (“Qianxi”) During the second quarter of 2019, the Company signed an agreement with iUnicorn (also known as Shenma Zhuanche) to form a strategic joint venture that will focus on green finance and integrated marketing services for new energy taxi vehicles as part of Ideanomics' Mobile Energy Group ("MEG"). The Company agreed to contribute advisory and sales resources which include arranging ABS-based auto financing with its bank partners, and will have 50.01% ownership interest in the joint venture and will have control of the board. iUnicorn, which will own 49.99% of the of the joint venture, agreed to contribute its vehicles sales orders in Sichuan province. The joint venture will generate revenues from commissions on vehicle sales order and ABS fees related to the financing, which will vary accordingly to manufacturer and vehicle model. During the third quarter of 2019, the joint venture took over an order of 4,172 EV taxis from a third-party and helped facilitate the completion of the order in that quarter 2019. As part of the transaction, Qianxi agreed to pay a commission of $2.7 million to the joint venture for facilitating the completion of this order. There is no other remaining performance obligation relating to this commission. In addition, the commission revenue is considered revenue from a related party as the minority shareholder of the joint venture is an affiliate of our customer, Qianxi. (j) Long Term Investment to Qianxi In November 2019, the Company entered into a share transfer agreement with Sichuan Shenma Zhixing Technology Co.("Shenma") to acquire its 1.72% ownership in Qianxi with the consideration of $4.9 million, which will be paid in six installments. Shenma need to complete the share transfer registration prior to May 31, 2020, otherwise it will return the investment payment to the Company. The Company has paid $0.5 million as of December 31, 2019 and recorded it on the "Other Non-Current Assets" since the share transfer registration is not completed yet. |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2019 | |
Share-Based Payments | |
Share-Based Payments | Note 16. Share-Based Payments As of December 31, 2019, the Company had 14.9 million options, 0.1 million restricted shares and 9.0 million warrants outstanding. The Company awards common stock and stock options to employees and directors as compensation for their services, and accounts for its stock option awards to employees and directors pursuant to the provisions of ASC 718, Stock Compensation . The fair value of each option award is estimated on the date of grant using the Black-Scholes Merton valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period. Effective as of December 3, 2010 and amended on August 3, 2018, our Board of Directors approved the 2010 Stock Incentive Plan (“the 2010 Plan”) pursuant to which options or other similar securities may be granted. As of December 31, 2019, the maximum aggregate number of shares of our common stock that may be issued under the 2010 Plan increased from 4.0 million shares to 31.5 million shares. As of December 31, 2019, options available for issuance are 14.1 million shares. For the years ended December 31, 2019 and 2018, total share-based payments expense was $9.1 million and $3.4 million, respectively. (a) Stock Options The following table summarizes stock option activity for the year ended December 31, 2019: Weighted Weighted Average Average Remaining Aggregated Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2019 1,706,431 $ 3.28 4.08 $ — Granted 14,325,000 1.98 9.15 — Exercised 0 0 — Expired (83,333) 1.98 — Forfeited (1,011,372) 1.98 — Outstanding at December 31, 2019 14,936,726 2.13 8.48 — Vested and expected to be vested as of December 31, 2019 14,936,726 2.13 8.48 — Options exercisable at December 31, 2019 (vested) 7,163,814 2.29 7.75 — As of December 31, 2019, $11.7 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.15 years. The total fair value of shares vested in the years ended December 31, 2019 and 2018 was $8.5 million and $0.4 million respectively. Cash received from options exercised in the years ended December 31, 2019 and 2018 was $0 and $28,000. The following table summarizes the assumptions used to estimate the fair values of the share options granted in the year ended December 31, 2019. There were no options granted in the year ended December 31, 2018. December 31, 2019 Expected term 5.52 years Expected volatility 98 % Expected dividend yield 0 % Risk free interest rate 2.51 % (b) Warrants In connection with certain of the Company’s financings and service agreements, the Company issued warrants to service providers to purchase common stock of the Company. The warrants issued to Warner Brother were expired without exercise on January 31, 2019. The Company issued warrants to IDV and YA II PN, Ltd. in connection with senior secured convertible notes (See Note 13) and the weighted average exercise price was $1.09 and the weighted average remaining life was 5.67 years. 2019 2018 Number of Number of Warrants Warrants Outstanding and Outstanding and Exercise Expiration Warrants Outstanding Exercisable Exercisable Price Date 2014 Broker Warrants (Series E Financing) — 60,000 $ 1.75 01/31/2019 2018 IDV (Senior secured convertible note) 1,671,196 — 1.00 2/22/2026 2019 IDV (Senior secured convertible note) 4,658,043 — 1.00 9/27/2026 2019 YA II PN, Ltd. (Senior secured convertible debenture) 1,666,667 — 1.50 12/13/2024 2019 YA II PN, Ltd. (Senior secured convertible debenture) 1,000,000 — 1.00 12/13/2020 8,995,906 60,000 On September 24, 2018, the Company entered into an employment agreements with three executives and subsequently resigned in February 2019 (see Note 22). As part of their employment agreements, they were entitled to warrants for an aggregate of 8,000,000 shares at an exercise price of $5.375 per share, which is a 25% premium to the $4.30 per share closing market price of the Company’s common stock on September 7, 2018. As a result of the resignation, all the warrants were forfeited. (c) Restricted Shares In January 2019, the Company granted 0.2 million restricted shares to the three independent directors under the “2010 Plan” which was approved as part of the 2018 independent board compensation plan by the Board of Directors. The restricted shares were all vested immediately since commencement date. The aggregated grant date fair value of all those restricted shares was $0.3 million. A summary of the unvested restricted shares is as follows: Weighted-average Shares fair value Non-vested restricted shares outstanding at January 1, 2019 87,586 $ 2.46 Granted 220,163 1.24 Forfeited (3,500) 2.60 Vested (249,163) 1.40 Non-vested restricted shares outstanding at December 31, 2019 55,086 2.38 As of December 31, 2019, there was $16,575 of unrecognized compensation cost related to unvested restricted shares. This amount is expected to be recognized over a weighted-average period of 0.23 years. |
Loss Per Common Share
Loss Per Common Share | 12 Months Ended |
Dec. 31, 2019 | |
Loss Per Common Share | |
Loss Per Common Share | Note 17. Loss Per Common Share 2019 2018 Net loss attributable to IDEX common stockholders $ (98,507,524) $ (27,426,356) Basic Basic weighted average common shares outstanding 119,766,859 78,386,116 Diluted Diluted weighted average common shares outstanding 119,766,859 78,386,116 Net loss per share: Basic $ (0.82) $ (0.35) Diluted $ (0.82) $ (0.35) Basic loss per common share attributable to our shareholders is calculated by dividing the net loss attributable to our shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in our losses and thus these shares were not included in the computation of diluted loss per share because the effect was either antidilutive. December 31, December 31, 2019 2018 Warrants 8,995,906 60,000 Options 14,936,726 1,706,431 Series A Preferred Stock 933,333 933,333 DBOT Contingent Shares 8,501,313 Convertible promissory note and interest 21,678,482 10,407,233 Total 55,045,760 13,106,997 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | Note 18. Income Taxes (a) Corporate Income Tax (“CIT”) Ideanomics, Inc., M.Y. Products LLC, Grapevine Logic, Inc., Delaware Board of Trade Holdings, Inc., Fintech Village, LLC and Red Rock Global Capital Ltd. are subject to U.S. federal and state income tax. CB Cayman was incorporated in Cayman Islands as an exempted company and is not subject to income tax under the current laws of Cayman Islands. Most of the Company’s income is generated in Hong Kong in 2018. The statutory income tax rate in HK is 16.5%. Seven Stars Energy is incorporated in Singapore in late 2017 which is conducting crude oil trading business. The statutory income tax rate in Singapore is 17%. YOD WFOE, Sinotop Beijing, and Sevenstarflix are PRC entities. The income tax provision of these entities is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in the PRC. In accordance with the Corporate Income Tax Law of the PRC (“CIT Law”), effective beginning on January 1, 2008, enterprises established under the laws of foreign countries or regions and whose “place of effective management” is located within the PRC territory are considered PRC resident enterprises and subject to the PRC income tax at the rate of 25% on worldwide income. The definition of “place of effective management” refers to an establishment that exercises, in substance, and among other items, overall management and control over the production and business, personnel, accounting, and properties of an enterprise. If the Company’s non-PRC incorporated entities are deemed PRC tax residents, such entities would be subject to PRC tax under the CIT Law. Since our non-PRC entities have accumulated losses, the application of this tax rule will not result in any PRC tax liability, if our non-PRC incorporated entities are deemed PRC tax residents. The CIT Law imposes a 10% withholding income tax, subject to reduction based on tax treaty where applicable, for dividends distributed by a foreign invested enterprise to its immediate holding company outside China. Under the PRC-HK tax treaty, the withholding tax on dividends is 5% provided that a HK holding company qualifies as a HK tax resident as defined in the tax treaty. No provision was made for the withholding income tax liability as the Company’s foreign subsidiaries were in accumulated loss. Loss before tax and the provision for income tax benefit consists of the following components: 2019 2018 Loss before tax United States $ (88,688,205) $ (13,139,622) PRC/Hong Kong/Singapore (7,722,717) (15,323,706) $ (96,410,922) $ (28,463,328) Deferred tax benefit of net operating loss United States $ — $ — PRC/Hong Kong/Singapore (176,107) — $ (176,107) $ — Deferred tax expense (benefit) other than benefit of net operating loss United States $ (513,935) $ (40,244) PRC/Hong Kong — — Total deferred income tax expense (benefit) $ (513,935) $ (40,244) Current tax expense (benefit) other than benefit of net operating loss United States $ — $ — PRC/Hong Kong $ 931,388 $ — Total current tax expense (benefit) $ 931,388 $ — Total income tax expense (benefit) $ 417,453 $ (40,244) A reconciliation of the expected income tax derived by the application of the U.S. corporate income tax rate to the Company’s loss before income tax benefit is as follows: 2019 2018 U. S. statutory income tax rate 21 % 21 % Non-deductible expenses: Non-deductible stock awards (1.9) % (1.2) % Non-deductible loss on contingent consideration (1.1) % % Others (0.3) % (0.9) % Non-deductible interest expenses (1.2) % (0.6) % Increase in valuation allowance (16.4) % (18.4) % Tax rate differential (0.5) % 0.1 % Effective income tax rate (0.4) % % Deferred income taxes are recognized for future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2019 and 2018 are as follows: 2019 2018 U.S. NOL $ 17,470,708 $ 7,977,213 Foreign NOL 6,846,645 6,406,052 U.S. capital loss carryover 4,376,715 — Accrued payroll and expense 171,580 131,867 Nonqualified options 772,365 780,800 Convertible notes 751,625 — Impaired assets 1,436,065 — Others 114,819 171,819 Total deferred tax assets 31,940,522 $ 15,467,751 Less: valuation allowance (30,274,655) $ (15,467,751) Property and equipment (36,368) — Intangible assets (1,629,499) — Total deferred tax liabilities (1,665,867) — Net deferred tax assets $ — — As of December 31, 2019, the Company had $83.1 million U.S domestic cumulative tax loss carryforwards and $28.3 million foreign cumulative tax loss carryforwards, which may be available to reduce future income tax liabilities in certain jurisdictions. $26.8 million of the U.S. carryforwards expire in the years 2027 through 2037. The remaining U.S. tax loss is not subject to expiration under the new Tax Law. These PRC tax loss carryforwards will expire beginning year 2020 to year 2024. The Company also has a U.S. capital loss carryover, available to offset future capital gains, of $20.8 million , $20.4 million of which expires in 2025 and the rest in 2024. Utilization of net operating losses may be subject to an annual limitation due to ownership change limitations provided in the Internal Revenue Code and similar state and foreign provisions. This annual limitation may result in the expiration of net operating losses before utilization. Realization of the Company’s net deferred tax assets is dependent upon the Company’s ability to generate future taxable income in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences and net operating loss carryforwards. The valuation allowance increased by $14.8 million in the year ended December 31, 2019, which consists of $14.5 million resulting from operations and $0.3 million resulting from deferred tax liabilities acquired in the DBOT acquisition. The valuation allowance increased by $3.0 million in the year ended December 31, 2018, which consists of $2.3 million resulting from operations and $0.7 million resulting from deferred tax liabilities acquired in the Grapevine acquisition. (b) Uncertain Tax Positions Accounting guidance for recognizing and measuring uncertain tax positions prescribes a threshold condition that a tax position must meet for any of the benefit of uncertain tax position to be recognized in the financial statements. There was no identified unrecognized tax benefit as of December 31, 2019 and 2018. As of December 31, 2019 and 2018, the Company did not accrue any material interest and penalties. The Company’s United States income tax returns are subject to examination by the Internal Revenue Service for at least 2010 and later years. Due to the uncertainty regarding the filing of tax returns for years before 2007, it is possible that the Company is subject to examination by the IRS for earlier years. All of the PRC tax returns for the PRC operating companies are subject to examination by the PRC tax authorities for all periods from the companies’ inceptions in 2009 through 2019 as applicable. (c) U.S. Tax Reform On December 22, 2017 the U.S. enacted the “Tax Cuts and Jobs Act” (“U.S. Tax Reform”) which made significant changes to corporate income tax law. One significant change was to decrease the general corporate income tax rate from 34% to 21%. This change in the rate reduced the Company’s deferred tax assets at December 31, 2017 by $4.4 million. This reduction had no effect on the Company’s income tax expense as the reduction in deferred tax assets was offset by an equivalent reduction in the valuation allowance. Another significant change resulting from U.S. Tax Reform is that any future remittances to the parent company from business income earned by its subsidiaries outside of the U.S. will no longer to taxable to the Company under U.S. tax law. The Company would be liable for payment of income tax, or reduction of the net operating loss carryover, at a reduced rate for any accumulated earnings and profits of its non-U.S. subsidiaries at December 31, 2017. The Company determined that its non-U.S. subsidiaries had no accumulated earnings and profits as of December 31, 2017. U.S. Tax Reform includes provisions for Global Intangible Low-Taxed Income (“GILTI”) under which taxes on foreign income are imposed on the excess of a deemed return on tangible assets of certain foreign subsidiaries and for Base Erosion and Anti-Abuse Tax (“BEAT”) under which taxes are imposed on certain base eroding payments to affiliated foreign companies. Consistent with accounting guidance, we treat BEAT as a period tax charge in the period the tax is incurred and have made an accounting policy election to treat GILTI taxes in a similar manner. |
Contingencies and Commitments
Contingencies and Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Contingencies and Commitments | |
Contingencies and Commitments | Note 19. Contingencies and Commitments Lawsuits and Legal Proceedings From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business. Shareholder Class Action On July 19, 2019, a purported class action, captioned Jose Pinto Claro Da Fonseca Miranda v. Ideanomics, Inc., was filed in the United States District Court for the Southern District of New York against the Company and certain of its current and former officers. While the Company believes that the Class Action is without merit and plans to vigorously defend itself against these claims, there can be no assurance that the Company will prevail in the lawsuits. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with these litigations. |
Concentration, Credit and Other
Concentration, Credit and Other Risks | 12 Months Ended |
Dec. 31, 2019 | |
Concentration, Credit and Other Risks | |
Concentration, Credit and Other Risks | Note 20. Concentration, Credit and Other Risks a) PRC Regulations The PRC market in which the Company operates poses certain macro-economic and regulatory risks and uncertainties. These uncertainties extended to the ability of the Company to conduct wireless telecommunication services through contractual arrangements in the PRC since the industry remains highly regulated. The Company conducted legacy YOD business in China through a series of contractual arrangements, which were terminated as of December 31, 2019. Refer to Note 5 for additional information. The Company believed that these contractual arrangements were in compliance with PRC law and were legally enforceable, or their respective legal shareholders failed to perform their obligations under the contractual arrangements or any dispute relating to these contracts remained unresolved, the Company could enforce its rights under the VIE contracts through PRC law and courts. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements. In particular, the interpretation and enforcement of these laws, rules and regulations involve uncertainties. b) Major Customers For the year ended December 31, 2019, one customers individually accounted for more than 10.0% of the Company’s revenue (91% of revenue). One customer individually accounted for more than 10.0% of the Company’s net accounts receivable as of December 31, 2019 (95% of accounts receivable). For the year ended December 31, 2018, two customers individually accounted for more than 10.0% of the Company’s revenue (91% of revenue). Two customers individually accounted for more than 10.0% of the Company’s net accounts receivable as of December 31, 2018 (39% of accounts receivable). c) Major Suppliers For the year ended December 31, 2019, no suppliers individually accounted for more than 10.0% of the Company’s cost of revenues. Two suppliers individually accounted for more than 10.0% of the Company’s accounts payable as of December 31, 2019. For the year ended December 31, 2018, three suppliers (two of whom are related parties) individually accounted for more than 10.0% of the Company's cost of revenues. Two suppliers individually accounted for more than 10.0% of the Company's accounts payable as of December 31, 2018. (d) Concentration of Credit Risks Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash and accounts receivable. As of December 31, 2019 and 2018, the Company’s cash was held by financial institutions (located in the PRC, Hong Kong, the United States and Singapore) that management believes have acceptable credit. Accounts receivable are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances. (e) Foreign Currency Risks A majority of the Company’s operating transactions are denominated in RMB and a significant portion of the Company’s assets and liabilities is denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and to international economic and political developments. In the PRC, certain foreign exchange transactions are required by laws to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to complete the remittance. Cash consist of cash on hand and demand deposits at banks, which are unrestricted as to withdrawal. Time deposits, which mature within one year as of the balance sheet date, represent interest-bearing certificates of deposit with an initial term of greater than three months when purchased. Time deposits which mature over one year as of the balance sheet date are included in non-current assets. The following table summarizes the Company’s cash and time deposits maintained at banks: December 31, 2019 2018 RMB denominated bank deposits with financial institutions in the PRC $ 135,899 $ 1,523,622 US dollar denominated bank deposits with financial institutions in the PRC 24,459 133,053 HKD denominated bank deposits with financial institutions in Hong Kong Special Administrative Region (“HK SAR”) 7 13,133 US dollar denominated bank deposits with financial institutions in HK SAR 51,240 44,182 US dollar denominated bank deposits with financial institutions in Singapore 570,373 697,099 US dollar denominated bank deposits with financial institutions in the United States of America (“USA”) 1,804,124 695,155 Ringgit denominated bank deposits with financial institutions in Malaysia 229 — SGD denominated bank deposits with financial institutions in Singapore 45,635 — Total $ 2,631,966 $ 3,106,244 As of December 31, 2019 and December 31, 2018 deposits of $0.4 million and $0.0 million were insured, respectively. To limit exposure to credit risk relating to bank deposits, the Company primarily places bank deposits only with large financial institutions in the PRC, HK SAR, USA, Singapore and Cayman with acceptable credit rating. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2019 | |
Defined Contribution Plan | |
Defined Contribution Plan | Note 21. Defined Contribution Plan For U.S. employees, during 2011, the Company began sponsoring a 401(k) defined contribution plan ("401(k) Plan") that provides for a 100.0% employer matching contribution of the first 4.0% of eligible pay that the employee contributed to the plan. Employees are immediately 100.0% vested in the Company’s non-discretionary contribution to the 401(k) Plan. Company 401(k) matching contributions were $27,244 and $3,242 in the years ended December 31, 2019 and 2018, respectively. Full time employees in the PRC participate in a government-mandated defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Company to make contributions based on certain percentages of the employees’ basic salaries. Other than such contributions, there is no further obligation under these plans. The total contribution for such PRC employee benefits was $0.4 million and $0.5 million in the years ended December 31, 2019 and 2018, respectively. |
Geographic Areas
Geographic Areas | 12 Months Ended |
Dec. 31, 2019 | |
Geographic Areas | |
Geographic Areas | Note 22. Geographic Areas The following table summarizes geographic information for long-lived assets: December 31, 2019 December 31, 2018 United States $ 64,360,287 $ 42,220,799 Malaysia 51,733,413 — British Virgin Islands 3,000,000 3,000,000 Other 510,741 3,942,270 Total $ 119,604,441 $ 49,163,069 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 23. Fair Value Measurement The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable: December 31, 2019 Level I Level II Level III Total Acquisition earn-out liability 1 — — 7,311,129 7,311,129 Note 1 This represents the liability incurred in connection with the acquisition of DBOT shares during the third quarter of 2019 and as subsequently remeasured as of December 31, 2019 as disclosed in Note 6(c). The fair value of the acquisition earn-out liability as of December 31, 2019 was valued using the Black-Scholes Merton method. The following table summarizes the significant inputs and assumptions used in the model: December 31, 2019 Risk-free interest rate 1.6 % Expected volatility 30 % Expected term 0.25 year Expected dividend yield 0 % The significant unobservable inputs used in the fair value measurement of the acquisition earn-out liability includes the risk-free interest rate, expected volatility, expected term and expected dividend yield. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the reconciliation of Level 3 fair value measurements: Acquisition Earn-out Liability January 1, 2019 $ — Addition (2,217,034) Remeasurement (loss)/gain recognized in the income statement (5,094,095) December 31, 2019 $ (7,311,129) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Subsequent Events | Note 24. Subsequent Events On January 24, 2020, the Company entered into an agreement (the “Agreement”) with Qingdao Xingyang City Investment (“Qingdao”) in which Qingdao agreed to invest, pursuant to an installment plan, in the Company’s subsidiary, Qingdao Mobile New Energy Vehicle Sales Co. Ltd. (“Mobile”), an aggregate of potentially 200 million RMB as registered capital with an initial investment of 50 million RMB ($7.2 million). The Company and Qingdao also agreed to jointly establish Mobile to engage in electric commercial vehicle sales. Pursuant to the Agreement Qingdao agreed that within 10 days after the completion of the establishment of Mobile Qingdao would invest 50 million RMB as the first installment and, once Mobile starts operation , an additional 50 million RMB as registered capital for each 10 billion RMB sales revenue realized by Mobile or for each 10 billion RMB increase in the market value of Mobile. Once Mobile achieves 30 billion RMB or its market value reaches 30 billion RMB, Qingdao will pay the 200 million RMB in full as registered capital. Qingdao will receive a 10% equity interest in Mobile for the full investment of 200 million RMB. On January 31, 2020 the Company issued 10.9 million shares of the Company's common stock pursuant to the terms of the True-Up provisions of the securities purchase agreement for the Company's acquisition of DBOT. The securities purchase agreements required the Company to issue additional shares of the Company's common stock ("True-Up Common Stock") in the event the stock price of the common stock was below $2.11 at the close of trading on January 30, 2020, the day immediately preceding the lock-up date. The common stock issuance is subject to the restrictions of Rule 144A of the Securities Act of 1933. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements of Ideanomics, Inc., its subsidiaries and VIEs were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. |
Use of Estimates | (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the bad debt allowance, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. |
Cash and Cash Equivalents | (c) Cash and Cash Equivalents Cash consists of cash on hand and demand deposits with an original maturity of three months or less when purchased. Refer to Note 20 (d) and (e) for additional information on our credit and foreign currency risks. |
Accounts Receivable, net | (d) Accounts Receivable, net Accounts receivable are recognized at invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews its allowance for doubtful accounts receivable on an ongoing basis. In establishing the required allowance, management considers any historical losses, the customer’s financial condition, the accounts receivable aging, and the customer’s payment patterns. After all attempts to collect a receivable have failed and the potential for recovery is remote, the receivable is written off against the allowance. |
Licensed Content | (e) Licensed Content The Company previously obtained content through content license agreements with studios and distributors. The Company recognized licensed content when the license fee and the specified content titles were known or reasonably determinable. Prepaid license fees were classified as an asset (licensed content) and accrued license fees payable were classified as a liability on the consolidated balance sheets. The Company amortized licensed content in cost of revenues over the contents’ contractual availability based on the expected revenue derived from the licensed content, beginning with the month of first availability, such that our revenues bore a representative amount of the cost of the licensed content. Management reviewed factors that impacted the amortization of licensed content at each reporting date, including factors that may bear direct impact on expected revenue from specific content titles. Changes in the expected revenue from licensed content could have had a significant impact on the amortization pattern. Management evaluated the recoverability of the licensed content whenever events or changes in circumstances indicated that its carrying amount may not have been recoverable. No impairment losses were recorded in the years ended December 31, 2019 and 2018. The Company sold the entire licensed content in March 2019. |
Property and Equipment, net | (f) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and improvements, which extend the original estimated economic useful lives of applicable assets, are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss thereon is recognized in the consolidated statement of operations. Depreciation is provided for on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful life is 5 years for furniture, 3 years for electronic equipment, 5 years for vehicles and lesser of lease terms or the estimated useful lives of the assets for leasehold improvements. Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2019 and 2018 represents Fintech Village under construction. Refer to Note 8 for additional information. Asset Retirement Obligations Asset retirement obligations generally apply to legal obligations associated with the retirement of a tangible long-lived asset that result from the acquisition, construction or development and the normal operation of a long-lived asset. If a reasonable estimate of fair value can be made, the fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred or a change in estimate occurs. Asset retirement costs associated with asset retirement obligations are capitalized with the carrying amount of the related long-lived assets and depreciated over the related asset’s estimated useful life. The Company’s asset retirement obligations as of December 31, 2019 and 2018 are associated with the acquisition of Fintech Village, in which the Company is contractually obligated to remediate certain existing environmental conditions. The Company will start to amortize the asset retirement costs if and when the related assets are completed, put into use and depreciation commences. In the year ended December 31, 2019, the Company impaired buildings with a carrying amount of $2.3 million, and impaired related asset retirement costs of $1.5 million. Refer to Note 8 for more information. |
Business Combinations | (g) Business Combinations The Company includes the results of operations of the businesses that are acquired as of the acquisition date. The Company allocates the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. |
Intangible Assets and Goodwill | (h) Intangible Assets and Goodwill The Company accounts for intangible assets and goodwill in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. In accordance with ASC 350, goodwill is allocated to reporting units, which are either the operating segment or one reporting level below the operating segment. On an annual basis, in the fourth quarter of the fiscal year, management reviews goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying amount to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Goodwill impairment, if any, is measured as the amount by which a reporting unit’s carrying amount exceeds its fair value. Application of goodwill impairment tests requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units and determination of fair value of each reporting unit. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the reporting unit, composition, personnel or strategy changes affecting the reporting unit and recoverability of asset groups within a reporting unit. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each reporting unit. The Company has other intangible assets, not including goodwill, which consist primarily of customer relationships and contracts, trademarks and tradenames and other intellectual property, which are generally recorded in connection with acquisitions at their fair value. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recorded an impairment loss related to a secure mobile financial information, social and messaging platform of $5.7 million in the year ended December 31, 2019. No impairment losses were recorded in the year ended December 31, 2018. Refer to Note 9(b) for additional information. |
Digital Currency | (i) Digital Currency The Company may, from time to time, enter into transactions denominated in digital currency, which may consist of GTDollar Coins (“GTB”), Bitcoin, Ethereum and/or other types of digital currency. Digital currency is a type of digital asset that is not a fiat currency and is not backed by hard assets or other financial instruments. As a result, the value of digital currency is determined by the value that various market participants place on the respective digital currencies through their transactions. Holders of digital currency make or lose money from buying and selling digital currency. Given that there is limited precedent regarding the classification and measurement of cryptocurrencies and other digital currencies under current GAAP, the Company has determined to account for these currencies as indefinite-lived intangible assets in accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”) until further guidance is issued by the Financial Accounting Standards Board (“FASB”). In the year ended December 31, 2019, the Company entered into transactions in which it received 8.3 million GTB, valued at the time at $61.1 million. On October 29, 2019, GTB had an unexpected significant decline in quoted price, from $17.00 to $1.84. This decline continued through the fourth quarter of 2019, and on December 31, 2019 the quoted price was $0.23. As a result of this decline in quoted price, and its inability to convert GTB into other digital currencies which were more liquid, or fiat currency, the Company performed an impairment analysis in the fourth quarter of 2019 and recorded an impairment loss of $61.1 million. Refer to Note 9(g) for additional information. |
Long-term investments | (j) Long-term Investments The Company accounts for equity investments through which management exercises significant influence but does not have control over the investee under the equity method. Under the equity method, the investment is initially recorded at cost and adjusted for the Company’s share of undistributed earnings or losses of the investee. The Company’s share of losses is not recognized when the investment is reduced to zero since the Company does not guarantee the investees’ obligations nor is the Company committed to providing additional funding. Beginning on January 1, 2018, the equity investments which are not consolidated or accounted for under the equity method are either carried at fair value or under the measurement alternative upon the adoption of the Accounting Standards Update (“ASU”) No. 2016‑01, Financial Instruments – Overall (Subtopic 825-10) (“ASU No 2016-01”). The Company utilizes the measurement alternative for equity investments that do not have readily determinable fair values and measures these investments at cost less impairment plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company classifies its long-term investments as non-current assets on the consolidated balance sheets. Impairment of Investments Management periodically reviews long-term investments for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investment may not be fully recoverable. Management considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the investment is below the carrying amount, an impairment loss is recorded to record the investment at fair value. The Company recorded impairment losses of $3.0 million and $0 in the years ended December 31, 2019 and 2018, respectively, for equity investments accounted for under the measurement alternative, and recorded impairment losses of $13.1 million and $0 in the years ended December 31, 2019 and 2018, respectively, for investments accounted for as equity method investments . Refer to Note 10 for additional information on impairment losses. |
Leases | (k) Leases The Company adopted ASU No. 2016-02 (“ASU 2016-02”) as of January 1, using a modified retrospective method. The Company leases certain office space and equipment from third-parties. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense is recognized on a straight-line basis over the lease term. For leases beginning in 2019 and later, at the inception of a contract management assesses whether the contract is, or contains, a lease. The assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the right to substantially all the economic benefit from the use of the asset throughout the period is obtained, and (3) whether the Company has the right to direct the use of the asset. At the inception of a lease, management allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Leases entered into prior to January 1, 2019, are accounted for under ASC 840, Leases (“ASC 840”) and were not reassessed. The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the nonlease components (e.g., common-area maintenance costs). Most leases include one or more options to renew, with renewal terms that can extend the lease term from one year or more. The exercise of lease renewal options is at the Company’s sole discretion. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply judgment to determine the appropriate lease term. The Company’s leases do not include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Certain lease agreements include rental payments adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. All of the Company’s leases are classified as operating leases. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases and initial direct costs on our right-of-use asset and lease liability was not material. ASC 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate. As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of ASC 842 in determining the present value of lease payments for existing leases. The Company will use information available at the lease commencement date to determine the discount rate for any new leases. Refer to Note 11 for additional information. |
Convertible Promissory Notes | (l) Convertible Promissory Notes The Company accounts for its convertible notes at issuance by allocating the proceeds received from a convertible note among freestanding instruments according to ASC 470, Debt, based upon their relative fair values. The fair value of debt and common stock is determined based on the closing price of the common stock on the date of the transaction, and the fair value of warrants, if any, is determined using the Black-Scholes option-pricing model. Convertible notes are subsequently carried at amortized cost. The fair value of the warrants is recorded as additional paid-in capital, with a corresponding as a debt discount from the face amount of the convertible note. Each convertible note is analyzed for the existence of a beneficial conversion feature (“BCF”), defined as the fair value of the common stock at the commitment date for the convertible note, less the effective conversion price. Beneficial conversion features are recognized at their intrinsic value, and recorded as an increase to additional paid-in capital, with a corresponding reduction in the carrying amount of the convertible note (as a debt discount from the face amount of the convertible note). The discounts on the convertible notes, consisting of amounts ascribed to warrants and beneficial conversion features, are amortized to interest expense, using the effective interest method, over the terms of the related convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. The Company also analyzes the features of its convertible notes which, when triggered, mandate a downward adjustment to the instrument’s strike price (or conversion price) if equity shares are issued at a lower price (or equity-linked financial instruments are issued at a lower strike price) than the instrument’s then-current strike price. The purpose of the feature is typically to protect the instrument’s counterparty from future issuances of equity shares at a more favorable price. |
Fair Value Measurements | (m) Fair Value Measurements U. S. GAAP requires the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The various levels of the fair value hierarchy are described as follows: · Level 1 - Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. · Level 2 - Quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability. · Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company reviews the valuation techniques used to determine if the fair value measurements are still appropriate on an annual basis, and evaluates and adjusts the unobservable inputs used in the fair value measurements based on current market conditions and third-party information. Our financial assets and liabilities that are measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable, accrued other expenses, other current liabilities and convertible notes. The fair values of these assets and liabilities approximate carrying amounts because of the short-term nature of these instruments. Our financial and non-financial assets and liabilities that are measured at fair value on a nonrecurring basis include goodwill and other intangible assets, asset retirement obligations, and adjustment in carrying amount of equity securities for which the measurement alternative of cost less impairment plus or minus observable price changes is used. Refer to Notes 2(f), 2(h), 2(i) and 2(j) for additional information on impairment losses. |
Assets and Liabilities Held for Sale | (n) Assets and Liabilities Held for Sale The Company classifies assets and liabilities (disposal group) to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the disposal groups; (2) the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; (3) an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; (4) the sale of the disposal group is probable, and (5) transfer of the disposal group is expected to qualify as a completed sale within one year, except if events or circumstances beyond the Company’s control extend the period of time required to sell the disposal group beyond one year; (6) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (7) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent losses as an adjustment to the carrying amount of the disposal group. As part of this assessment, the Company also evaluates the criteria for reporting the disposal group as a discontinued operation. Factors which the Company considers includes, but is not limited to, the level of continuing involvement, if any, whether the disposal constitutes a strategic shift, and the relative magnitude of revenue, net income or loss, and total assets. |
Foreign Currency Translation | (o) Foreign Currency Translation The Company uses the United States dollar (“$” or “USD”) as its reporting currency. The Company’s worldwide operations utilize the local currency or USD as the functional currency, where applicable. For certain foreign subsidiaries, USD is used as the functional currency, and the local records are maintained in USD. This occurs when the subsidiary is considered an extension of the parent. The functional currency of certain subsidiaries and VIEs located in the Peoples Republic of China (“PRC” or “China”) and Hong Kong is either the Renminbi (“RMB”) or Hong Kong dollars (“HKD”). In the consolidated financial statements, the financial information of the entities which use RMB and HKD as their functional currency has been translated into USD: assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at the historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component as a component of “Accumulated other comprehensive loss” in the equity section of the consolidated balance sheets. Transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated in the functional currency at the applicable rates of exchange in effect at the balance sheet date. The resulting exchange differences are recorded in “Other” in the consolidated statements of operations. |
Revenue Recognition | (p) Revenue Recognition The Company adopted ASU No. 2014‑09, Revenue from Contracts with Customers , and other related ASUs (collectively, ASC 606, Revenue from Contracts with Customers ) (“ASC 606”) as of January 1, 2018 using the modified retrospective transition approach. The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. For most of the Company’s customer arrangements, control transfers to customers at a point in time, as that is generally when legal title, physical possession and risk and rewards of goods/services transfer to the customer. In certain arrangements, control transfers over time as the customer simultaneously receives and consumes the benefits as the Company completes the performance obligations. Our contracts with customers may include multiple performance obligations. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on the observable prices charged to customers or adjusted market assessment or using expected cost-plus margin when one is available. Adjusted market assessment price is determined based on overall pricing objectives taking into consideration market conditions and entity specific factors. Certain customers may receive discounts, which are accounted for as variable consideration. Variable consideration is estimated based on the expected amount to be provided to customers, and reduces revenues recognized. The Company records deferred revenues when cash payments are received or due in advance of performance, including amounts which are refundable. Substantially all of the deferred revenue as of December 31, 2018 was recognized as revenue in the year ended December 31, 2019. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. |
Advertising and Marketing Costs | (q) Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing costs were $24,394 and $0.2 million in the years ended December 31, 2019 and 2018, respectively. |
Research and Development Costs | (r) Research and Development Costs The Company expenses research and development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented. Research and development costs also include costs to develop software to be used solely to meet internal needs and -based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. The Company ceased research and development activities during the year ended December 31, 2018. All the software developed in the year ended December 31,2018 did not reach technological feasibility and therefore no costs were capitalized. |
Share-Based Compensation | (s) Share-Based Compensation The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. |
Income Taxes | (t) Income Taxes The Company accounts for income taxes in accordance with the asset and liability method. Deferred taxes are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established, as needed, to reduce the amount of deferred tax assets if it is considered more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of uncertain income tax positions only if those positions are more-likely-than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s policy is to record interest and penalties related to uncertain tax positions as a component of income tax expense. There were no such interest or penalty for the years ended December 31, 2019 and 2018. On December 22, 2017 the Tax Cut and Jobs Act of 2017 (“the Tax Act”) was signed into law, which among other effects, reduces the U.S. federal corporate income tax rate to 21% from 34% (or 35% in certain cases) beginning in 2018, and requires companies to pay a one-time transition tax on certain unrepatriated earnings from non-U.S. subsidiaries that is payable over eight years. No tax was due under this provision. The Tax Act also makes the receipt of future non-U.S. sourced income of non-U.S. subsidiaries tax-free to U.S. companies and creates a new minimum tax on the earnings of non-U.S. subsidiaries relating to the parent’s deductions for payments to the subsidiaries. |
Net Loss Per Share Attributable to IDEX Shareholders | (u) Net Loss Per Share Attributable to IDEX Shareholders Net loss per share attributable to our shareholders is computed in accordance with ASC 260, Earnings Per Share (Topic 260) (“ASC 260”). The two-class method is used for computing earnings per share. Under the two-class method, net income is allocated between common shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s convertible redeemable preferred shares are participating securities because the holders are entitled to receive dividends or distributions on an as converted basis. For the years presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position and net loss is not allocated to other participating securities, since these securities are not obligated to share the losses in accordance with the contractual terms. Basic net loss per share is computed by dividing net loss attributable to IDEX common shareholders by the weighted average number of common shares outstanding during the period. Options and warrants are not considered outstanding in computation of basic earnings per share. Diluted net loss per share is computed by dividing net loss attributable to IDEX common shareholders by the weighted average number of common shares and potential common shares outstanding during the period under the treasury stock method. Potential common shares include options and warrants to purchase common shares, preferred shares and convertible promissory notes, unless they were anti-dilutive. The computation of diluted net loss per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease in loss per share amounts) on net loss per share. |
Reclassifications of a General Nature | (v) Reclassifications of a General Nature Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016‑02 (“ASU 2016-02”) " Leases (Topic 842 ),” which requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The Company adopted ASU 2016-02 as of January 1, 2019, using a modified retrospective transition method. As a result, the consolidated balance sheet prior to January 1, 2019 was not restated, and continues to be reported under ASC Topic 840, “ Leases .” The lease liability is based on the present value of the remaining minimum lease payments, determined under ASC 840, discounted using the Company’s incremental borrowing rate at the effective date of January 1, 2019, using the original lease term as the tenor. As permitted under the transition guidance, the Company elected several practical expedients that permit the Company to not reassess (1) whether a contract is or contains a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. The application of the practical expedients did not have a significant impact on the measurement of the operating lease liability. The adoption of ASU 2016-02 resulted in the recording of operating right-of-use assets and the related lease liabilities of $3.6 million and $3.7 million, respectively, as of January 1, 2019. The difference between the additional right-of-use assets and lease liabilities was immaterial. The adoption of ASU 2016-02 did not materially impact the consolidated statement of operations and had no impact on the consolidated statement of cash flows. Refer to Note 10 for additional information. In July 2017, the FASB issued ASU No. 2017-11 (“ASU 2017-11”) “ Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, ” which applies to issuers of financial instruments with down round features. A down round feature is a term in an equity-linked financial instrument (i.e. a freestanding warrant contract or an equity conversion feature embedded within a host debt or equity contract) that triggers a downward adjustment to the instrument’s strike price (or conversion price) if equity shares are issued at a lower price (or equity-linked financial instruments are issued at a lower strike price) than the instrument’s then-current strike price. The purpose of the feature is typically to protect the instrument’s counterparty from future issuances of equity shares at a more favorable price. ASU 2017-11 amends (1) the classification of such instruments as liabilities or equity by revising the certain guidance relative to evaluating if they must be accounted for as derivative instruments, and (2) the guidance on recognition and measurement of freestanding equity-classified instruments. The Company adopted ASU 2017-11 as of January 2019 on a prospective basis. Refer to Note 13 for additional information. In June 2018, the FASB issued ASU No. 2018‑07 (“ASU 2018-07”) “ Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ,” which largely aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees. ASU 2018-07 also clarifies that any share-based payment issued to a customer should be evaluated under Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers .” The Company adopted ASU 2018‑07 as of January 1, 2019 on a modified retrospective basis. There was no impact to the consolidated financial statements because the Company did not have material payments in the year ended December 31, 2019. In May 2014, the FASB issued ASU No. 2014-09 (“ASU 2014-09”) “ Revenue from Contracts with Customers (Topic 606) ,” which relates to how an entity recognizes the revenue it expects to be entitled to for the transfer of promised goods and services to customers. The Company adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective method applied to those contracts/sales orders which were not completed as of January 1, 2018. The effect from the adoption of ASU 2014-09 was not material to the consolidated financial statements. Refer to Note 2 (p) above and Note 4 for additional information. In January 2016, the FASB issued ASU No. 2016-01 (“ASU 2016-01”) " Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ," which amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The Company adopted ASU 2016-01 as of January 1, 2018 on a prospective basis and elected to use the measurement alternative for the non-marketable equity securities, defined as cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment. The adoption of ASU 2016-01 did not have a material impact on the consolidated financial statements. Refer to Note 10 for additional information. In November 2016, the FASB issued ASU No. 2016-18 (“ASU 2016-18”) " Statement of Cash Flows (Topic 230): Restricted Cash ," which clarifies how entities should present restricted cash and restricted cash equivalents in the statements of cash flows, and as a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statements of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The Company adopted ASU 2016-18 as of January 1, 2018 on a retrospective basis. The new guidance changed the presentation of restricted cash in the consolidated statements of cash flows. In January 2017, the FASB issued ASU No. 2017-01 (“ASU 2017-01”) “ Business Combinations (Topic 805): Clarifying the Definition of a Business .” ASU 2017-01 affects all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 provides a more robust framework to use in determining when a set of assets and activities is a business, provides more consistency in applying the guidance, reduces the costs of application, and makes the definition of a business more operable. The Company adopted ASU 2017-01 as of January 1, 2018 on a prospective basis. The adoption of ASU 2017-01 did not have a material impact on the consolidated financial statements. Refer to Note 6 for additional information. |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13 (“ASU 2016-13”) " Financial Instruments - Credit Losses” (“ASC 326”): Measurement of Credit Losses on Financial Instruments " which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10 “ Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) ” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time of adoption. In December 2019, the FASB issued ASU No. 2019-12 (“ASU 2019-12”) “ Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes .” ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions currently provided for in ASC 740, “ Income Taxes ” (“ASC 740”), and by amending certain other requirements of ASC 740. The changes resulting from ASU 2019-12 will be made on a retrospective or modified retrospective basis, depending on the specific exception or amendment. For public business entities, the amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company will adopt ASU 2019-12 effective January 1, 2021. Management is currently evaluating the effect of the adoption of ASU 2019-12 on the consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Schedule of revenues disaggregated by revenue source, geography and timing of revenue recognition | 2019 2018 Geographic Markets Singapore $ — $ 260,034,401 USA 41,873,064 638,412 Hong Kong — 117,070,059 PRC 2,693,891 — $ 44,566,955 $ 377,742,872 Product or Service Crude oil $ — $ 260,034,401 Consumer electronics — 116,723,251 Digital asset management services 40,700,000 — Electronic Vehicles 2,693,891 — Other 1,173,064 985,220 Total $ 44,566,955 $ 377,742,872 Timing of Revenue Recognition Products and services transferred at a point in time $ 3,866,955 $ 377,742,872 Services provided over time 40,700,000 — Total $ 44,566,955 $ 377,742,872 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Acquisition [Line Items] | |
Schedule of assets acquired and liabilities assumed | Cash $ 508,000 Other financial assets 388,000 Financial liabilities (747,000) Noncontrolling interest (679,000) Goodwill 705,000 Influencer network 1,980,000 Customer contracts 500,000 Trade name 110,000 Technology platform 290,000 Deferred tax liabilities (570,000) $ 2,485,000 |
Tree Technologies | |
Business Acquisition [Line Items] | |
Schedule of assets acquired and liabilities assumed | Cash $ 229 Land use rights 27,078,944 Accounts payable (743,250) Noncontrolling interest (24,985,292) Goodwill 13,316,226 Marketing and distribution agreement 11,332,473 $ 25,999,330 |
DBOT | |
Business Acquisition [Line Items] | |
Schedule of assets acquired and liabilities assumed | Cash $ 246,929 Other financial assets 1,686,464 Financial liabilities (4,411,140) Noncontrolling interest (104,649) Goodwill 9,323,189 Intangible asset – continuing membership agreement 8,255,440 Intangible asset – customer list 58,830 $ 15,055,063 |
Schedule Of Consolidated Statement Of Operations On Proforma Basis | December 31, 2019 December 31, 2018 Revenue $ 44,675,864 $ 378,242,165 Net loss attributable to IDEX common shareholders (99,417,257) (30,164,664) |
Grapevine Logic, Inc. ("Grapevine") | |
Business Acquisition [Line Items] | |
Schedule of assets acquired and liabilities assumed | Cash $ 508,000 Other financial assets 388,000 Financial liabilities (747,000) Noncontrolling interest (679,000) Goodwill 705,000 Influencer network 1,980,000 Customer contracts 500,000 Trade name 110,000 Technology platform 290,000 Deferred tax liabilities (570,000) $ 2,485,000 |
Amer Global Technology Limited [Member] | |
Business Acquisition [Line Items] | |
Schedule Of Income Statement Information | December 31, 2018 Revenue $ 261,026,833 Net loss from operations (25,031,090) Net loss (27,243,059) Net loss attributable to IDEX common shareholders (26,246,331) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable | |
Schedule of Mobile Energy Group (formerly Wecast Services) business accounts receivable | The following table summarizes the Company’s accounts receivable: December 31, December 31, 2019 2018 Accounts receivable, gross $ 2,404,972 $ 19,370,665 Less: allowance for doubtful accounts (103) — Accounts receivable, net $ 2,404,869 $ 19,370,665 |
Schedule of aging of accounts receivable | : December 31, December 31, 2019 2018 Balance at the beginning of the year $ — $ 3,646 Disposal of Zhong Hai Shi Xun — (3,646) Acquisition of DBOT (103) — Balance at the end of the year $ (103) $ — |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and Equipment, net | |
Schedule of property and equipment | December 31, December 31, 2019 2018 Furniture and office equipment $ 441,283 $ 357,064 Vehicle 62,052 63,135 Leasehold improvements 242,627 200,435 Total property and equipment 745,962 620,634 Less: accumulated depreciation (367,509) (186,514) Land 3,042,777 3,042,777 Building 308,779 2,607,666 Assets retirement obligations - environmental remediation 6,496,115 8,000,000 Capitalized direct development cost 2,713,356 944,864 Construction in progress (Fintech Village) 12,561,026 14,595,307 Property and Equipment, net 12,939,480 $ 15,029,427 |
Schedule of asset retirement obligation | January 1, Liabilities Remediation Accretion December 31, 2019 Incurred Performed Expense Revisions 2019 Asset retirement obligation $ 8,000,000 $ — $ 2,905,800 $ — $ — $ 5,094,200 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets | |
Schedule of changes in carrying amount of goodwill | : Balance as of January 1, 2018 $ — Acquisitions 704,884 Balance as of December 31, 2018 704,884 Acquisitions 22,639,415 Balance as of December 31, 2019 $ 23,344,299 |
Schedule of amortizing and indefinite lived intangible assets | : December 31, 2019 December 31, 2018 Weight Average Gross Gross Remaining Carrying Accumulated Impairment Net Carrying Accumulated Impairment Net Useful Life Amount Amortization Loss Balance Amount Amortization Loss Balance Amortizing Intangible Assets Animation Copyright — $ — — — — 301,495 (64,606) — 236,889 Software and licenses — 97,308 (97,308) — — 97,308 (93,251) — 4,057 Solid Opinion IP (a) 4.2 4,655,000 (775,833) — 3,879,167 — — — — Fintalk intangible assets (b) — 6,350,000 (635,000) (5,715,000) — — — — — Influencer network (c) 8.7 1,980,000 (264,000) — 1,716,000 1,980,000 (66,000) — 1,914,000 Customer contract (c) 1.7 500,000 (222,222) — 277,778 500,000 (55,556) — 444,444 Continuing membership agreement (d) 19.5 8,255,440 (206,386) — 8,049,054 — — — — Customer list 2.5 58,830 (9,805) — 49,025 — — — — Trade name (c) 13.7 110,000 (9,778) — 100,222 110,000 (2,444) — 107,556 Technology platform (c) 5.7 290,000 (55,238) — 234,762 290,000 (13,808) — 276,192 Land use rights (e) 99 27,078,944 — — 27,078,944 — — — — Marketing and distribution agreement (e) 5 11,332,473 — — 11,332,473 — — — — Total 60,707,995 (2,275,570) (5,715,000) 52,717,425 3,278,803 (295,665) — 2,983,138 Indefinite lived intangible assets Website name (f) 159,504 — (134,290) 25,214 159,504 — (134,290) 25,214 Patent 28,000 — — 28,000 28,000 — — 28,000 GTB (g) 61,124,407 — (61,124,407) — — — — — Total $ 122,019,906 $ (2,275,570) $ (66,973,697) $ 52,770,639 $ 3,466,307 $ (295,665) $ (134,290) $ 3,036,352 a) During the first quarter of 2019, the Company completed the acquisition of certain assets from SolidOpinion in exchange for 4.5 million shares of the Company’s common stock with a fair value of $7.2 million. The assets acquired included cash of $2.5 million and intellectual property (“IP”) which is complementary to the IP of Grapevine. The parties agreed that 0.5 million of such shares of common stock (“Escrow Shares”) will be held in escrow until February 19, 2020 in connection with SolidOpinion’s indemnity obligations pursuant to the agreement. SolidOpinion has the rights to vote and receive the dividends paid with respect to the Escrow Shares. The Escrow Shares were scheduled to be released on February 19, 2020, and the Company has commenced the necessary steps to release the shares from escrow. b) In September 2018, the Company entered into an agreement to purchase Fintalk Assets from Sun Seven Star International Limited, a Hong Kong company and an affiliate of Dr. Wu. FinTalk Assets include the rights, titles and interest in a secure mobile financial information, social, and messaging platform that has been designed for streamlining financial-based communication for professional and retail users. The initial purchase price for the Fintalk Assets was $7.0 million payable with $1.0 million in cash and shares of the Company’s common stock with a fair market value of $6.0 million. The Company paid $1.0 million in October 2018 and recorded this amount in prepaid expenses as of December 31, 2018 because the transaction had not closed. The purchase price was later amended to $6.4 million, payable with $1.0 million in cash and shares of the Company’s common stock with a value of $5.4 million. The Company issued 2.9 million common shares in June 2019 and completed the transaction. In the fourth quarter of 2019, management determined these assets had no future use and recorded an impairment loss of $5.7 million. c) During the third quarter of 2018, the Company completed the acquisition of 65.7% share of Grapevine. Refer to Note 6(b) and 6(d). d) During the third quarter of 2019, the Company completed the acquisition of additional shares in DBOT, which increased its ownership to 90.0 %. Intangible assets of $8.3 million were recognized on the date of acquisition. Refer to Note 6(c) e) During the fourth quarter of 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. Refer to Note 6(a) for additional information. f) The Company recorded an impairment loss for the YOD website in the amount of $0.1 million in the year ended December 31, 2018 since the website was no longer in use. g) During the first quarter of 2019, the Company completed the sale of certain intangible assets to GTD, and entered into a service agreement with GTD, a minority shareholder, in exchange for GTB. As a result of these transactions, the Company received 8.3 million GTB. On October 29, 2019, GTB had an unexpected significant decline in quoted price, from $17.00 to $1.84. This decline continued through the fourth quarter of 2019, and on December 31, 2019 the quoted price was $0.23. As a result of this decline in quoted price, and its inability to convert GTB into other digital currencies which were more liquid, or fiat currency, the Company performed an impairment analysis in the fourth quarter of 2019 and recorded an impairment loss of $61.1 million. Refer to Note 15(b) for additional information. |
Schedule of amortization expense | : Amortization to be Years ending December 31, recognized 2020 $ 4,316,830 2021 4,261,274 2022 4,140,358 2023 4,130,553 2024 and thereafter 35,868,410 Total $ 52,717,425 |
Long-term Investments (Tables)
Long-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |
Schedule of long-term investments | December 31, December 31, 2019 2018 Non-marketable equity investment $ 5,967,911 $ 9,452,103 Equity method investment 16,653,586 16,956,506 Total $ 22,621,497 $ 26,408,609 |
Schedule of long term investment under equity method | : December 31, 2019 Income (loss) Reclassification Impairment Foreign currency January 1, 2019 Addition on investment to subsidiaries losses Disposal translation adjustments December 31, 2019 Wecast Internet (a) $ 4,114 $ — $ 4 $ — $ (6,048) $ — $ 1,930 $ — Hua Cheng (b) 308,666 — (33,189) — — (245,138) (30,339) — BDCG (c) 9,800,000 — — — — — — 9,800,000 DBOT (d) 6,843,726 — (3,719,735) (3,123,991) — — — — Glory (e) — 19,991,600 (76,170) — (13,061,844) — — 6,853,586 Total $ 16,956,506 $ 19,991,600 $ (3,829,090) $ (3,123,991) $ (13,067,892) $ (245,138) $ (28,409) $ 16,653,586 December 31, 2018 Loss on Impairment Foreign currency January 1, 2018 Addition investment loss translation adjustments December 31, 2018 Wecast Internet (a) $ 6,044 $ — $ (1,935) $ — $ 5 $ 4,114 Hua Cheng (b) 353,498 — (46,070) — 1,238 308,666 BDCG (c) — 9,800,000 — — — 9,800,000 DBOT (d) — 6,976,346 (132,620) — — 6,843,726 Total $ 359,542 $ 16,776,346 $ (180,625) $ — $ 1,243 $ 16,956,506 |
Glory | |
Schedule of Equity Method Investments [Line Items] | |
Schedule Of Income Statement Information Table Text Block | December 31, 2019 Revenue $ 33,352 Gross profit 10,020 Net loss from operations (596,671) Net loss (585,981) Net loss attributable to Glory (323,673) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Schedule of Lease Expense Components, Supplemental Cash Flow Information and Other Information | The following table summarizes the components of lease expense: Year Ended December 31, 2019 Operating lease cost $ 1,707,893 Short-term lease cost 316,905 Sublease income (42,420) Total $ 1,982,378 The following table summarizes supplemental information related to leases: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: $ Operating cash flows from operating leases 1,406,611 Right-of-use assets obtained in exchange for new operating lease liabilities 935,242 |
Schedule of maturity of operating lease liability | The following table summarizes the maturity of operating lease liabilities Leased Property Years ending December 31 Costs 2020 $ 1,512,025 2021 1,434,657 2022 1,422,965 2023 1,474,391 2024 1,503,859 2025 and Thereafter 1,873,794 Total lease payment 9,221,691 Less: Interest (1,886,538) Total $ 7,335,153 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Promissory Notes | |
Schedule of of outstanding convertible notes | December 31, December 31, 2019 2018 Interest rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Maturity Date Convertible Note‐Mr. McMahon(Note 15 (a)) 4 % $ 3,000,000 $ 3,260,055 $ 3,000,000 3,140,055 December 31, 2020 Convertible Note‐SSSIG (Note 15 (a)) 4 % 1,252,300 1,300,657 1,000,000 1,000,000 February 8, 2020, in process of renewal Convertible Note‐SSSIG (Note 15 (a)) 4 % 250,000 250,000 — — November 25, 2020 Convertible Note‐Advantech (a) 8 % 12,000,000 3,192,896 12,000,000 11,313,770 June 28, 2021 Senior Secured Convertible Note (b) 10 % 850,000 347,763 — — August 22, 2020 Senior Secured Convertible Note (c) 10 % 3,580,000 1,895,958 — — March 27, 2021 Senior Secured Convertible Note (d) 4 % 3,000,000 1,405,027 — — December 2020 Promissory Note (e) 6 % 3,000,000 3,000,000 — — November 2020 Total 26,932,300 14,652,356 16,000,000 15,453,825 Less: Current portion 8,012,845 4,140,055 Long‐term Note, less current portion $ $ 6,639,511 $ $ 11,313,770 |
Summary of Future maturities of long-term debt | Principal Interest 2020 $ 9,850,000 $ 12,211,919 2021 17,082,300 4,302,643 2022 — — 2023 — — 2024 — — Thereafter — — $ 26,932,300 $ 16,514,562 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-Based Payments | |
Schedule of stock option activity | Weighted Weighted Average Average Remaining Aggregated Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2019 1,706,431 $ 3.28 4.08 $ — Granted 14,325,000 1.98 9.15 — Exercised 0 0 — Expired (83,333) 1.98 — Forfeited (1,011,372) 1.98 — Outstanding at December 31, 2019 14,936,726 2.13 8.48 — Vested and expected to be vested as of December 31, 2019 14,936,726 2.13 8.48 — Options exercisable at December 31, 2019 (vested) 7,163,814 2.29 7.75 — |
Schedule of assumptions used to estimate the fair values of the share options | December 31, 2019 Expected term 5.52 years Expected volatility 98 % Expected dividend yield 0 % Risk free interest rate 2.51 % |
Schedule of warrants outstanding and exercisable | 2019 2018 Number of Number of Warrants Warrants Outstanding and Outstanding and Exercise Expiration Warrants Outstanding Exercisable Exercisable Price Date 2014 Broker Warrants (Series E Financing) — 60,000 $ 1.75 01/31/2019 2018 IDV (Senior secured convertible note) 1,671,196 — 1.00 2/22/2026 2019 IDV (Senior secured convertible note) 4,658,043 — 1.00 9/27/2026 2019 YA II PN, Ltd. (Senior secured convertible debenture) 1,666,667 — 1.50 12/13/2024 2019 YA II PN, Ltd. (Senior secured convertible debenture) 1,000,000 — 1.00 12/13/2020 8,995,906 60,000 |
Schedule of summary of restricted shares | Weighted-average Shares fair value Non-vested restricted shares outstanding at January 1, 2019 87,586 $ 2.46 Granted 220,163 1.24 Forfeited (3,500) 2.60 Vested (249,163) 1.40 Non-vested restricted shares outstanding at December 31, 2019 55,086 2.38 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Loss Per Common Share | |
Schedule of basic and diluted earnings (loss) per common share | 2019 2018 Net loss attributable to IDEX common stockholders $ (98,507,524) $ (27,426,356) Basic Basic weighted average common shares outstanding 119,766,859 78,386,116 Diluted Diluted weighted average common shares outstanding 119,766,859 78,386,116 Net loss per share: Basic $ (0.82) $ (0.35) Diluted $ (0.82) $ (0.35) |
Schedule of number of securities convertible into common shares | December 31, December 31, 2019 2018 Warrants 8,995,906 60,000 Options 14,936,726 1,706,431 Series A Preferred Stock 933,333 933,333 DBOT Contingent Shares 8,501,313 Convertible promissory note and interest 21,678,482 10,407,233 Total 55,045,760 13,106,997 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of components of loss before tax and provision for income tax benefit | 2019 2018 Loss before tax United States $ (88,688,205) $ (13,139,622) PRC/Hong Kong/Singapore (7,722,717) (15,323,706) $ (96,410,922) $ (28,463,328) Deferred tax benefit of net operating loss United States $ — $ — PRC/Hong Kong/Singapore (176,107) — $ (176,107) $ — Deferred tax expense (benefit) other than benefit of net operating loss United States $ (513,935) $ (40,244) PRC/Hong Kong — — Total deferred income tax expense (benefit) $ (513,935) $ (40,244) Current tax expense (benefit) other than benefit of net operating loss United States $ — $ — PRC/Hong Kong $ 931,388 $ — Total current tax expense (benefit) $ 931,388 $ — Total income tax expense (benefit) $ 417,453 $ (40,244) |
Schedule of reconciliation of expected income tax | 2019 2018 U. S. statutory income tax rate 21 % 21 % Non-deductible expenses: Non-deductible stock awards (1.9) % (1.2) % Non-deductible loss on contingent consideration (1.1) % % Others (0.3) % (0.9) % Non-deductible interest expenses (1.2) % (0.6) % Increase in valuation allowance (16.4) % (18.4) % Tax rate differential (0.5) % 0.1 % Effective income tax rate (0.4) % % |
Schedule of components of deferred tax assets and liabilities | 2019 2018 U.S. NOL $ 17,470,708 $ 7,977,213 Foreign NOL 6,846,645 6,406,052 U.S. capital loss carryover 4,376,715 — Accrued payroll and expense 171,580 131,867 Nonqualified options 772,365 780,800 Convertible notes 751,625 — Impaired assets 1,436,065 — Others 114,819 171,819 Total deferred tax assets 31,940,522 $ 15,467,751 Less: valuation allowance (30,274,655) $ (15,467,751) Property and equipment (36,368) — Intangible assets (1,629,499) — Total deferred tax liabilities (1,665,867) — Net deferred tax assets $ — — |
Concentration, Credit and Oth_2
Concentration, Credit and Other Risks (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Concentration, Credit and Other Risks | |
Schedule of cash and time deposits | December 31, 2019 2018 RMB denominated bank deposits with financial institutions in the PRC $ 135,899 $ 1,523,622 US dollar denominated bank deposits with financial institutions in the PRC 24,459 133,053 HKD denominated bank deposits with financial institutions in Hong Kong Special Administrative Region (“HK SAR”) 7 13,133 US dollar denominated bank deposits with financial institutions in HK SAR 51,240 44,182 US dollar denominated bank deposits with financial institutions in Singapore 570,373 697,099 US dollar denominated bank deposits with financial institutions in the United States of America (“USA”) 1,804,124 695,155 Ringgit denominated bank deposits with financial institutions in Malaysia 229 — SGD denominated bank deposits with financial institutions in Singapore 45,635 — Total $ 2,631,966 $ 3,106,244 |
Geographic Areas (Tables)
Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Geographic Areas | |
Schedule of summarizes geographic information | December 31, 2019 December 31, 2018 United States $ 64,360,287 $ 42,220,799 Malaysia 51,733,413 — British Virgin Islands 3,000,000 3,000,000 Other 510,741 3,942,270 Total $ 119,604,441 $ 49,163,069 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Schedule of financial instruments measured at fair value on a recurring basis | December 31, 2019 Level I Level II Level III Total Acquisition earn-out liability 1 — — 7,311,129 7,311,129 |
Summary of significant inputs and assumptions used | December 31, 2019 Risk-free interest rate 1.6 % Expected volatility 30 % Expected term 0.25 year Expected dividend yield 0 % |
Summary of reconciliation of level 3 fair value measurements | Acquisition Earn-out Liability January 1, 2019 $ — Addition (2,217,034) Remeasurement (loss)/gain recognized in the income statement (5,094,095) December 31, 2019 $ (7,311,129) |
Organization and Principal Ac_2
Organization and Principal Activities - Additinal Information (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Organization And Principal Activities [Abstract] | |
Number of operating segments | 2 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additinal Information (Details) - USD ($) | Dec. 22, 2017 | Dec. 21, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 29, 2019 | Jan. 01, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Impairment loss recognized from intangible assets | $ 0 | ||||||
Impairment of assets | 73,668,525 | $ 134,290 | [1] | ||||
Impaired buildings costs | 2,300,000 | ||||||
Impaired related asset retirement costs | 1,500,000 | ||||||
Impairment loss of intangible assets | 5,700,000 | 0 | |||||
Digital currency transaction amount received | $ 61,100,000 | ||||||
Share Price | $ 0.23 | ||||||
Recorded impairment losses | $ 3,000,000 | 0 | |||||
Impairment of equity method investments | 13,067,892 | 0 | |||||
Advertising and marketing costs | $ 24,394 | $ 200,000 | |||||
U. S. statutory income tax rate | 34.00% | 34.00% | 21.00% | 21.00% | |||
Operating right of use assets | $ 6,933,582 | $ 0 | [2] | ||||
Lease liabilities | 7,335,153 | ||||||
Digital Currency | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Impairment loss of intangible assets | 61,100,000 | ||||||
Digital currency transaction amount received | $ 8,300,000 | ||||||
ASU 2016-02 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Operating right of use assets | $ 3,600,000 | ||||||
Lease liabilities | $ 3,700,000 | ||||||
Minimum [Member] | Digital Currency | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Share Price | $ 17 | ||||||
Maximum [Member] | Digital Currency | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Share Price | $ 1.84 | ||||||
Furnitures and office equipment | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and Equipment estimated useful life | P5Y | ||||||
Electronic equipment | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and Equipment estimated useful life | P3Y | ||||||
Vehicle | Maximum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and Equipment estimated useful life | P5Y | ||||||
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | ||||||
[2] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | [1] | |
Going Concern And Managements Plans [Line Items] | |||||
Cash and cash equivalents | $ 2,632,886 | $ 3,106,244 | [1] | $ 7,577,317 | |
Accumulated deficit | (248,482,826) | (149,975,302) | [2] | ||
Principal amount | $ 26,932,300 | $ 16,000,000 | |||
[1] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | ||||
[2] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Revenue (Details)
Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Disaggregation of Revenue [Line Items] | |||
Total | $ 44,566,955 | $ 377,742,872 | [1] |
Geographic Markets | |||
Disaggregation of Revenue [Line Items] | |||
Total | 44,566,955 | 377,742,872 | |
Geographic Markets | Singapore | |||
Disaggregation of Revenue [Line Items] | |||
Total | 0 | 260,034,401 | |
Geographic Markets | USA | |||
Disaggregation of Revenue [Line Items] | |||
Total | 41,873,064 | 638,412 | |
Geographic Markets | Hong Kong | |||
Disaggregation of Revenue [Line Items] | |||
Total | 0 | 117,070,059 | |
Geographic Markets | PRC | |||
Disaggregation of Revenue [Line Items] | |||
Total | 2,693,891 | 0 | |
Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total | 44,566,955 | 377,742,872 | |
Segments | Crude oil [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total | 0 | 260,034,401 | |
Segments | Consumer electronics [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total | 0 | 116,723,251 | |
Segments | Digital asset management services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total | 40,700,000 | 0 | |
Segments | Electric Vehicles [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total | 2,693,891 | 0 | |
Segments | Other [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total | 1,173,064 | 985,220 | |
Timing of Revenue Recognition [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total | 44,566,955 | 377,742,872 | |
Timing of Revenue Recognition [Member] | Products and services transferred at a point in time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total | 3,866,955 | 377,742,872 | |
Timing of Revenue Recognition [Member] | Services provided over time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total | $ 40,700,000 | $ 0 | |
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
VIE Structure and Arrangements
VIE Structure and Arrangements (Details) ¥ in Millions | 12 Months Ended | |||||||
Dec. 31, 2019USD ($)entity | Dec. 31, 2018USD ($) | [1] | Dec. 31, 2019CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2018USD ($) | Apr. 05, 2016CNY (¥) | |
VIE Structure and Arrangements | ||||||||
Total income tax expense (benefit) | $ 417,453 | $ (40,244) | ||||||
Number of variable interest entity | entity | 2 | |||||||
Loss on extinguishment of debt | $ (3,940,196) | $ 0 | ||||||
Contractual Agreements | SSF | Subsidiaries [Member] | ||||||||
VIE Structure and Arrangements | ||||||||
Registered capital | ¥ 27.6 | $ 4,200,000 | ||||||
Loan Agreement | ||||||||
VIE Structure and Arrangements | ||||||||
Loss on extinguishment of debt | $ 5,100,000 | |||||||
Loan Agreement | Subsidiaries [Member] | ||||||||
VIE Structure and Arrangements | ||||||||
Loan payable | ¥ | ¥ 19.8 | |||||||
Loan Agreement | Nominee Shareholders | ||||||||
VIE Structure and Arrangements | ||||||||
Loan payable | ¥ | ¥ 0.2 | |||||||
VIE | ||||||||
VIE Structure and Arrangements | ||||||||
Assets that settle obligations of VIEs | $ 3,500,000 | |||||||
VIE | PRC | Subsidiaries [Member] | Minimum [Member] | ||||||||
VIE Structure and Arrangements | ||||||||
Percentages of service fees | 20.00% | |||||||
VIE | PRC | Subsidiaries [Member] | Maximum [Member] | ||||||||
VIE Structure and Arrangements | ||||||||
Percentages of service fees | 30.00% | |||||||
VIE | Contractual Agreements | YOD Hong Kong | ||||||||
VIE Structure and Arrangements | ||||||||
Registered capital | ¥ 38.2 | $ 5,800,000 | ||||||
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisition of Tree Technologies Sdn. Bhd. (Details) | Dec. 26, 2019USD ($)a$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Sep. 04, 2018USD ($) | |
Acquisitions and Divestitures | |||||
Share Price | $ / shares | $ 0.23 | ||||
Intangible assets | $ 52,717,425 | $ 2,983,138 | |||
Fair value of assets acquired and liabilities | |||||
Cash | $ 508,000 | ||||
Goodwill | $ 23,344,299 | $ 704,884 | [1] | ||
Tree Technologies | |||||
Acquisitions and Divestitures | |||||
Percentage of voting equity interests acquired | 51.00% | ||||
Cash paid to acquire entity | $ 900,000 | ||||
Number of common stock issued | shares | 9,500,000 | ||||
Maximum earnout over three years | $ 32,000,000 | ||||
Preliminary fair value of earnout estimated | $ 17,300,000 | ||||
Share Price | $ / shares | $ 0.82 | ||||
Percentage of weighted average cost of capital | 30.00% | ||||
Number Of Acres Acquired | a | 250 | ||||
Fair value of assets acquired and liabilities | |||||
Cash | $ 229 | ||||
Land use rights | 27,078,944 | ||||
Accounts payable | (743,250) | ||||
Noncontrolling interest | (24,985,292) | ||||
Goodwill | 13,316,226 | ||||
Marketing and distribution agreement | 11,332,473 | ||||
Fair value of assets acquired and liabilities assumed | $ 25,999,330 | ||||
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Acquisition of Grapevine Logic, Inc (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | |||
Jun. 30, 2019USD ($)shares | May 31, 2019item$ / shares | Jul. 01, 2019 | Sep. 04, 2018 | |
Grapevine Logic, Inc. ("Grapevine") | ||||
Acquisitions and Divestitures | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |||
Grapevine Logic, Inc. ("Grapevine") | ||||
Acquisitions and Divestitures | ||||
Number Of Amendments | item | 2 | |||
Shares Issued, Price Per Share | $ / shares | $ 1.84 | |||
Number of common stock issued | shares | 0.6 | |||
Percentage of ownership interest acquired | 34.30% | 65.70% | ||
Non Controlling Interest Carrying Amount | $ 0.5 | |||
Change In Additional Paid In Capital | $ 1.1 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Delaware Board of Trade Holdings, Inc. (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2019USD ($)$ / sharesshares | Apr. 30, 2019$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)company | Dec. 31, 2018USD ($) | Sep. 04, 2018USD ($) | ||
Supplemental information on an unaudited pro forma basis | |||||||
Revenue | $ 44,566,955 | $ 377,742,872 | [1] | ||||
Net income (loss) attributable to IDEX common stockholders | (98,507,524) | (27,426,356) | [1] | ||||
Acquisition-date fair value of assets acquired and liabilities assumed | |||||||
Cash | $ 508,000 | ||||||
Other financial assets | 388,000 | ||||||
Financial liabilities | (747,000) | ||||||
Noncontrolling interest | 679,000 | ||||||
Goodwill | 705,000 | ||||||
Net assets assumed | $ 2,485,000 | ||||||
DBOT | |||||||
Acquisitions and Divestitures | |||||||
Shares in DBOT | shares | 2.2 | 6.9 | |||||
Number of common stock issued | shares | 1.4 | 4.4 | |||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 2.11 | $ 2.11 | |||||
Percentage of voting equity interests acquired | 99.00% | ||||||
Maximum Stock Price Consideration For Additional Shares | $ / shares | $ 2.11 | ||||||
Liability at Fair value | $ 2,200,000 | ||||||
Liability Remeasured | $ 7,300,000 | 7,300,000 | |||||
Loss on Remeasurement | $ 5,100,000 | ||||||
Investment fair value | 3,100,000 | ||||||
Loss on investment | $ 3,200,000 | ||||||
Number Of Companies Operated By DBOT | company | 3 | ||||||
Useful Life | 20 years | ||||||
Supplemental information on an unaudited pro forma basis | |||||||
Revenue | 15,838 | $ 44,675,864 | 378,242,165 | ||||
Net income (loss) attributable to IDEX common stockholders | 1,900,000 | (99,417,257) | $ (30,164,664) | ||||
Acquisition-date fair value of assets acquired and liabilities assumed | |||||||
Cash | 246,929 | 246,929 | |||||
Other financial assets | 1,686,464 | 1,686,464 | |||||
Financial liabilities | (4,411,140) | (4,411,140) | |||||
Noncontrolling interest | (104,649) | (104,649) | |||||
Goodwill | (9,323,189) | (9,323,189) | |||||
Net assets assumed | 15,055,063 | 15,055,063 | |||||
DBOT | Continuing Membership Agreements [Member] | |||||||
Acquisition-date fair value of assets acquired and liabilities assumed | |||||||
Intangible asset | 8,255,440 | 8,255,440 | |||||
DBOT | Customer List [Member] | |||||||
Acquisitions and Divestitures | |||||||
Useful Life | 3 years | ||||||
Acquisition-date fair value of assets acquired and liabilities assumed | |||||||
Intangible asset | $ 58,830 | $ 58,830 | |||||
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - 2018 Acquisitions (Details) - USD ($) shares in Millions | Sep. 04, 2018 | Jun. 30, 2019 | Apr. 24, 2018 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 110,000 | |||
Net assets assumed | $ 2,485,000 | |||
Grapevine Logic, Inc. ("Grapevine") | ||||
Business Acquisition [Line Items] | ||||
Percentage of ownership interest acquired | 65.70% | 34.30% | ||
Cash paid to acquire entity | $ 2,400,000 | |||
Number of common stock issued | 0.6 | |||
Grapevine Logic, Inc. ("Grapevine") | Bruno Wu ("Mr.Wu") | ||||
Business Acquisition [Line Items] | ||||
Percentage of non voting stock by equity holder | 34.40% | |||
Grapevine Logic, Inc. ("Grapevine") | Influence network | ||||
Business Acquisition [Line Items] | ||||
Weighted-average useful life | 10 years | |||
Grapevine Logic, Inc. ("Grapevine") | Customer contracts | ||||
Business Acquisition [Line Items] | ||||
Weighted-average useful life | 3 years | |||
Grapevine Logic, Inc. ("Grapevine") | Trade name | ||||
Business Acquisition [Line Items] | ||||
Weighted-average useful life | 15 years | |||
Grapevine Logic, Inc. ("Grapevine") | Technology platform | ||||
Business Acquisition [Line Items] | ||||
Weighted-average useful life | 7 years | |||
Shanghai Guang Ming Investment Management ("Guang Ming") [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of ownership interest acquired | 100.00% | |||
Total purchase price paid | $ 400,000 |
Acquisitions and Divestitures_5
Acquisitions and Divestitures (Details) | Sep. 04, 2018USD ($) |
Acquisitions and Divestitures | |
Cash | $ 508,000 |
Other financial assets | 388,000 |
Financial liabilities | (747,000) |
Noncontrolling interest | (679,000) |
Goodwill | 705,000 |
Influencer network | 1,980,000 |
Customer contract | 500,000 |
Trade name | 110,000 |
Technology platform | 290,000 |
Deferred tax liabilities | (570,000) |
Net assets assumed | $ 2,485,000 |
Acquisitions and Divestitures_6
Acquisitions and Divestitures - 2019 Divestitures (Details) - USD ($) | Jun. 30, 2019 | Jun. 29, 2019 | May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenue | $ 44,566,955 | $ 377,742,872 | [1] | |||
Net loss from operations | (68,572,684) | (26,195,054) | [1] | |||
Net loss | (96,828,375) | (28,423,084) | [1],[2] | |||
Net income (loss) attributable to IDEX common stockholders | $ (98,507,524) | (27,426,356) | [1] | |||
Red Rock business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideratio for sale of subsidiary | $ 700,000 | |||||
Gain on disposal of subsidiary | $ 600,000 | |||||
Amer Global Technology Limited [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on disposal of subsidiary | $ 500,000 | |||||
Percentage of equity ownership | 10.00% | |||||
Percentage of potential tax obligation | 20.00% | 55.00% | ||||
Gain for ownership interest retained | $ 100,000 | |||||
Bad debt expense | $ 600,000 | |||||
Revenue | 261,026,833 | |||||
Net loss from operations | (25,031,090) | |||||
Net loss | (27,243,059) | |||||
Net income (loss) attributable to IDEX common stockholders | $ (26,246,331) | |||||
BCC | Amer Global Technology Limited [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of shares issued | 39,500 | |||||
Gain for ownership interest retained | $ 71.8 | |||||
MHT | Amer Global Technology Limited [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Percentage of equity ownership | 10.00% | |||||
Number of shares issued | 5,500 | |||||
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | |||||
[2] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Acquisitions and Divestitures_7
Acquisitions and Divestitures - 2018 Divestitures (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Common stock, price per share | $ 0.23 | |
Wide Angle Group Limited | ||
Business Acquisition [Line Items] | ||
Percentage of equity ownership | 55.00% | |
Consideration to be received | $ 0.3 | |
Transaction loss on divestitures | $ 1.2 |
Accounts Receivable - Mobile En
Accounts Receivable - Mobile Energy Group (formerly Wecast Services) business (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable | |||
Accounts receivable, gross | $ 2,404,972 | $ 19,370,665 | |
Less: allowance for doubtful accounts | (103) | ||
Accounts receivable, net | $ 2,404,869 | $ 19,370,665 | [1] |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Accounts Receivable - aging of
Accounts Receivable - aging of the accounts receivable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at the beginning of the year | $ (3,646) | ||
Accounts Receivable, Net, Current | $ 2,404,869 | 19,370,665 | [1] |
Disposal of Zhong Hai Shi Xun | (3,646) | ||
Acquisition of DBOT | (103) | ||
Allowance for Doubtful Accounts Receivable | $ 103 | $ 3,646 | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment net | |||
Total property and equipment | $ 745,962 | $ 620,634 | |
Less: accumulated depreciation | (367,509) | (186,514) | |
Property and equipment, net | 12,939,480 | 15,029,427 | [1] |
Furnitures and office equipment | |||
Property and Equipment net | |||
Total property and equipment | 441,283 | 357,064 | |
Vehicle | |||
Property and Equipment net | |||
Total property and equipment | 62,052 | 63,135 | |
Leasehold improvements | |||
Property and Equipment net | |||
Total property and equipment | 242,627 | 200,435 | |
Land use right | |||
Property and Equipment net | |||
Property and equipment, net | 3,042,777 | 3,042,777 | |
Building | |||
Property and Equipment net | |||
Property and equipment, net | 308,779 | 2,607,666 | |
Assets Retirement Obligations - Environmental Remediation | |||
Property and Equipment net | |||
Property and equipment, net | 6,496,115 | 8,000,000 | |
Capitalized direct development cost | |||
Property and Equipment net | |||
Property and equipment, net | 2,713,356 | 944,864 | |
Construction in progress (Fintech Village) | |||
Property and Equipment net | |||
Property and equipment, net | $ 12,561,026 | $ 14,595,307 | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Property and Equipment net - As
Property and Equipment net - Asset retirement obligation (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Property and Equipment, net | |
Asset Retirement Obligation, Beginning Balance | $ 8,000,000 |
Redediation performed | 2,905,800 |
Asset Retirement Obligation, Ending Balance | $ 5,094,200 |
Property and Equipment net - Ad
Property and Equipment net - Additional Information (Details) - USD ($) | Oct. 10, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 100,000 | $ 100,000 | ||
Capitalized cost related to the legal and architect costs | 2,700,000 | 900,000 | ||
Asset Retirement Obligations | 5,094,200 | 8,000,000 | [1] | |
Building | ||||
Property, Plant and Equipment [Line Items] | ||||
Asset Retirement Obligations | 1,500,000 | |||
Asset Impairment Charges, Total | $ 2,300,000 | |||
Assistance Agreement | ||||
Property, Plant and Equipment [Line Items] | ||||
Total purchase price in asset acquisition | $ 10,000,000 | |||
Maximum percentage of project cost as aggregate principal of funding | 50.00% | |||
Forgiveness of promissory note after meet conditions | $ 10,000,000 | |||
University of Connecticut | ||||
Property, Plant and Equipment [Line Items] | ||||
Purchase price | $ 5,200,000 | |||
Cash collateral expense | $ 3,600,000 | |||
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
Goodwill [Roll Forward] | ||||
Balance | [1] | $ 704,884 | ||
Acquisitions | 22,639,415 | $ 704,884 | ||
Balance | $ 23,344,299 | $ 704,884 | [1] | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Amortizing and Indefinite lived intangible assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Amortizing Intangible Assets | |||
Gross Carry Amount | $ 60,707,995 | $ 3,278,803 | |
Accumulated Amortization | (2,275,570) | (295,665) | |
Impairment Loss | (5,715,000) | 0 | |
Total amortization to be recognized | 52,717,425 | 2,983,138 | |
Total intangible assets | |||
Gross Carry Amount | 122,019,906 | 3,466,307 | |
Accumulated Amortization | (2,275,570) | (295,665) | |
Impairment Loss | (66,973,697) | (134,290) | |
Net Balance | 52,770,639 | 3,036,352 | [1] |
Animation Copyright | |||
Amortizing Intangible Assets | |||
Gross Carry Amount | 0 | 301,495 | |
Accumulated Amortization | 0 | (64,606) | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | 0 | 236,889 | |
Software and licenses | |||
Amortizing Intangible Assets | |||
Gross Carry Amount | 97,308 | 97,308 | |
Accumulated Amortization | (97,308) | (93,251) | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | $ 0 | 4,057 | |
SolidOpinion Ip | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 4 years 2 months 12 days | ||
Gross Carry Amount | $ 4,655,000 | 0 | |
Accumulated Amortization | (775,833) | 0 | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | 3,879,167 | 0 | |
Fintalk Intangible Assets [Member] | |||
Amortizing Intangible Assets | |||
Gross Carry Amount | 6,350,000 | 0 | |
Accumulated Amortization | (635,000) | 0 | |
Impairment Loss | (5,715,000) | 0 | |
Total amortization to be recognized | $ 0 | 0 | |
Influencer network | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 8 years 8 months 12 days | ||
Gross Carry Amount | $ 1,980,000 | 1,980,000 | |
Accumulated Amortization | (264,000) | (66,000) | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | $ 1,716,000 | 1,914,000 | |
Customer contract | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 1 year 8 months 12 days | ||
Gross Carry Amount | $ 500,000 | 500,000 | |
Accumulated Amortization | (222,222) | (55,556) | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | $ 277,778 | 444,444 | |
Continuing Membership Agreements [Member] | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 19 years 6 months | ||
Gross Carry Amount | $ 8,255,440 | 0 | |
Accumulated Amortization | (206,386) | 0 | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | $ 8,049,054 | 0 | |
Customer Lists [Member] | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 2 years 6 months | ||
Gross Carry Amount | $ 58,830 | 0 | |
Accumulated Amortization | (9,805) | 0 | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | $ 49,025 | 0 | |
Trade name | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 13 years 8 months 12 days | ||
Gross Carry Amount | $ 110,000 | 110,000 | |
Accumulated Amortization | (9,778) | (2,444) | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | $ 100,222 | 107,556 | |
Technology platform | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 5 years 8 months 12 days | ||
Gross Carry Amount | $ 290,000 | 290,000 | |
Accumulated Amortization | (55,238) | (13,808) | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | $ 234,762 | 276,192 | |
Land use right | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 99 years | ||
Gross Carry Amount | $ 27,078,944 | 0 | |
Accumulated Amortization | 0 | 0 | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | $ 27,078,944 | 0 | |
Marketing and Distribution Agreement [Member] | |||
Amortizing Intangible Assets | |||
Weighted Average Remaining Useful Life (in years) | 5 years | ||
Gross Carry Amount | $ 11,332,473 | 0 | |
Accumulated Amortization | 0 | 0 | |
Impairment Loss | 0 | 0 | |
Total amortization to be recognized | 11,332,473 | 0 | |
Website name | |||
Indefinite lived intangible assets | |||
Gross Carry Amount | 159,504 | 159,504 | |
Accumulated Amortization | 0 | 0 | |
Impairment Loss | (134,290) | (134,290) | |
Net Balance | 25,214 | 25,214 | |
Patent | Patent and trademark | |||
Indefinite lived intangible assets | |||
Gross Carry Amount | 28,000 | 28,000 | |
Accumulated Amortization | 0 | 0 | |
Impairment Loss | 0 | 0 | |
Net Balance | 28,000 | 28,000 | |
GTB Tokens | GTB Tokens | |||
Amortizing Intangible Assets | |||
Gross Carry Amount | 61,124,407 | 0 | |
Accumulated Amortization | 0 | 0 | |
Impairment Loss | (61,124,407) | 0 | |
Total amortization to be recognized | $ 0 | $ 0 | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Expected amortization expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets | ||
2020 | $ 4,316,830 | |
2021 | 4,261,274 | |
2022 | 4,140,358 | |
2023 | 4,130,553 | |
2024 and thereafter | 35,868,410 | |
Total amortization to be recognized | $ 52,717,425 | $ 2,983,138 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions | Feb. 19, 2020 | Dec. 26, 2019 | Oct. 29, 2019 | Oct. 28, 2019 | Jun. 01, 2019 | Sep. 04, 2018 | Oct. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||||||
Amortization expense relating to intangible assets | $ 66,800,000 | $ 100,000 | |||||||||||
Number of shares exchange | 15.9 | ||||||||||||
Impairment loss | $ 5,700,000 | 0 | |||||||||||
Amortization of Intangible Assets | 66,800,000 | 100,000 | |||||||||||
Amortization expense relating to purchased intangible assets | $ 2,100,000 | 200,000 | |||||||||||
DBOT | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity Method Investment, Ownership Percentage | 90.00% | ||||||||||||
Finite-lived Intangible Assets Acquired | $ 8,300,000 | ||||||||||||
SolidOpinion, Inc ("SolidOpinion") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total purchase price paid | $ 7,200,000 | ||||||||||||
Cash paid to acquire entity | $ 2,500,000 | ||||||||||||
Number of shares exchange | 0.5 | 4.5 | |||||||||||
Fintalk | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total purchase price paid | $ 6,400,000 | $ 7,000,000 | |||||||||||
Cash paid to acquire entity | 1,000,000 | 1,000,000 | |||||||||||
Number of shares exchange | 2.9 | ||||||||||||
Value of capital stock issued | $ 5,400,000 | $ 6,000,000 | |||||||||||
Impairment loss | $ 5,700,000 | ||||||||||||
Grapevine Logic, Inc. ("Grapevine") | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity Method Investment, Ownership Percentage | 65.70% | ||||||||||||
Cash paid to acquire entity | $ 2,400,000 | ||||||||||||
Tree Technologies | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% | |||||||||||
Cash paid to acquire entity | $ 900,000 | ||||||||||||
Website name | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Amortization expense relating to intangible assets | 100,000 | ||||||||||||
Amortization of Intangible Assets | $ 100,000 | ||||||||||||
GTB Tokens | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Number of shares exchange | 8.3 | ||||||||||||
Impairment loss | $ 61,100,000 | ||||||||||||
Quote price of GTB | $ 1.84 | $ 17 | $ 0.23 |
Long-term Investments (Details)
Long-term Investments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Long-term Investments | ||||
Non-marketable equity investment | $ 5,967,911 | $ 9,452,103 | ||
Equity Method Investment | 16,653,586 | 16,956,506 | $ 359,542 | |
Total | $ 22,621,497 | $ 26,408,609 | [1] | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Long-term Investments - Additio
Long-term Investments - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2019shares | Oct. 31, 2018shares | Apr. 24, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)item$ / sharesshares | Dec. 31, 2018USD ($)shares | Aug. 31, 2017 | Oct. 31, 2016 | ||
Long-term Investments | ||||||||
Impairment of equity method investments | $ 13,067,892 | $ 0 | ||||||
Number of shares exchange | shares | 15,900,000 | |||||||
GTB quoted price | $ / shares | $ 0.23 | |||||||
Common Stock | ||||||||
Long-term Investments | ||||||||
Purchase of shares | shares | 5,494,505 | |||||||
Number of shares exchange | shares | 3,000,000 | |||||||
DBOT | ||||||||
Long-term Investments | ||||||||
Percentage of equity ownership | 99.00% | 36.90% | ||||||
Common Stock issuance for acquisition SolidOpinion (Note 5(a)) (in shares) | shares | 6,700,000 | 2.3 | ||||||
DBOT | Maximum [Member] | ||||||||
Long-term Investments | ||||||||
Percentage of equity ownership | 4.00% | |||||||
Seasail Ventures Limited [Member] | ||||||||
Long-term Investments | ||||||||
Percentage of equity ownership | 40.00% | |||||||
BDCG | ||||||||
Long-term Investments | ||||||||
Percentage of equity ownership | 20.00% | 60.00% | ||||||
Number of unrelated party | item | 2 | |||||||
Cash paid to acquire entity | $ 2,000,000 | |||||||
Value of capital stock issued | $ 7,800,000 | |||||||
Number of common stock issued | shares | 3,000,000 | |||||||
Share price of capital stock issued | $ / shares | $ 2.60 | |||||||
Total purchase price paid | $ 9,800,000 | $ 9,800,000 | $ 9,800,000 | |||||
Wecast Internet Limited ("Wecast Internet") | ||||||||
Long-term Investments | ||||||||
Percentage of equity ownership | 50.00% | |||||||
Impairment of equity method investments | $ 6,048 | $ 0 | [1] | |||||
Hua Cheng | ||||||||
Long-term Investments | ||||||||
Percentage of equity ownership | 39.00% | 39.00% | ||||||
Impairment of equity method investments | $ 0 | $ 0 | [2] | |||||
[1] | Wecast InternetAs of December 31, 2019 and 2018, the Company has a 50.0% interest in Wecast Internet Limited (“Wecast Internet”). Wecast Internet is in the process of liquidation and the remaining carrying amount of $6,048 was impaired. | |||||||
[2] | Hua Cheng Hu Dong (Beijing) Film and Television Communication Co., Ltd. (“Hua Cheng”)As of December 31, 2018, the Company held a 39.0% equity ownership in Hua Cheng, a company established to provide integrated value-added service solutions for the delivery of video on demand and enhanced content for cable providers. |
Long-term Investments - Equity
Long-term Investments - Equity method investments (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | |||
Schedule Of Equity Method Investment [Roll Forward] | ||||
Beginning balance | $ 16,956,506 | $ 359,542 | ||
Capital increase | 19,991,600 | 16,776,346 | ||
Loss on investment | (3,829,090) | (180,625) | ||
Reclassification to subsidiaries | (3,123,991) | |||
Impairment loss | (13,067,892) | 0 | ||
Disposal | (245,138) | |||
Foreign currency translation adjustments | (28,409) | 1,243 | ||
Ending balance | 16,653,586 | 16,956,506 | ||
Wecast Internet Limited ("Wecast Internet") | ||||
Schedule Of Equity Method Investment [Roll Forward] | ||||
Beginning balance | [1] | 4,114 | 6,044 | |
Capital increase | 0 | 0 | [1] | |
Loss on investment | 4 | (1,935) | [1] | |
Reclassification to subsidiaries | 0 | |||
Impairment loss | (6,048) | 0 | [1] | |
Foreign currency translation adjustments | 1,930 | 5 | [1] | |
Ending balance | 0 | 4,114 | [1] | |
Hua Cheng | ||||
Schedule Of Equity Method Investment [Roll Forward] | ||||
Beginning balance | [2] | 308,666 | 353,498 | |
Capital increase | 0 | 0 | [2] | |
Loss on investment | (33,189) | (46,070) | [2] | |
Reclassification to subsidiaries | 0 | |||
Impairment loss | 0 | 0 | [2] | |
Disposal | (245,138) | |||
Foreign currency translation adjustments | (30,339) | 1,238 | [2] | |
Ending balance | 0 | 308,666 | [2] | |
BDCG | ||||
Schedule Of Equity Method Investment [Roll Forward] | ||||
Beginning balance | [3] | 9,800,000 | 0 | |
Capital increase | 0 | 9,800,000 | [3] | |
Loss on investment | 0 | 0 | [3] | |
Reclassification to subsidiaries | 0 | |||
Impairment loss | 0 | 0 | [3] | |
Foreign currency translation adjustments | 0 | 0 | [3] | |
Ending balance | 9,800,000 | 9,800,000 | [3] | |
DBOT | ||||
Schedule Of Equity Method Investment [Roll Forward] | ||||
Beginning balance | [4] | 6,843,726 | 0 | |
Capital increase | 0 | 6,976,346 | [4] | |
Loss on investment | (3,719,735) | (132,620) | [4] | |
Reclassification to subsidiaries | (3,123,991) | |||
Impairment loss | 0 | 0 | [4] | |
Foreign currency translation adjustments | 0 | 0 | [4] | |
Ending balance | 0 | 6,843,726 | [4] | |
Glory | ||||
Schedule Of Equity Method Investment [Roll Forward] | ||||
Beginning balance | 0 | |||
Capital increase | 19,991,600 | |||
Loss on investment | (76,170) | |||
Reclassification to subsidiaries | 0 | |||
Impairment loss | (13,061,844) | |||
Foreign currency translation adjustments | 0 | |||
Ending balance | $ 6,853,586 | $ 0 | ||
[1] | Wecast InternetAs of December 31, 2019 and 2018, the Company has a 50.0% interest in Wecast Internet Limited (“Wecast Internet”). Wecast Internet is in the process of liquidation and the remaining carrying amount of $6,048 was impaired. | |||
[2] | Hua Cheng Hu Dong (Beijing) Film and Television Communication Co., Ltd. (“Hua Cheng”)As of December 31, 2018, the Company held a 39.0% equity ownership in Hua Cheng, a company established to provide integrated value-added service solutions for the delivery of video on demand and enhanced content for cable providers. | |||
[3] | BBD Digital Capital Group Ltd. (“BDCG”)In 2018, the Company signed a joint venture agreement with two unrelated parties, to establish BDCG located in the United States for providing block chain services for financial or energy industries by utilizing artificial intelligence and big data technology in the United States. On April 24, 2018, the Company acquired 20.0% equity ownership in BDCG from one noncontrolling party for total consideration of $9.8 million which consisted of $2.0 million in cash and $7.8 million paid in the form of the Company’s capital stock (valued at $2.60 per share and equal to 3.0 million shares of the Company’s common stock), increasing the Company’s ownership to 60.0%. The remaining 40.0% of BDCG are held by Seasail Ventures Limited (“Seasail”). The accounting treatment of the joint venture is based on the equity method due to variable substantive participating rights (in accordance with ASC 810102511) granted to Seasail. The new entity is currently in the process of ramping up its operations. Intelligenta has yet to record revenue or earnings or losses, and therefore its statement of operations and balance sheet data are not material. As of December 31, 2019 and 2018, the excess of the Company’s investment over its proportionate share of Intelligenta’s net assets was $9.8 million and $9.8 million, respectively. The difference represents goodwill and is not being amortized. | |||
[4] | Delaware Board of Trade Holdings, Inc. (“DBOT”)DBOT is an approved and licensed FINRA- and SEC-regulated electronic trading platform with operations in Delaware. One of the Company’s subsidiaries is powered by DBOT’s platform, trading system and technology. The Company previously accounted for this investment using the cost method as the Company then owned less than 4.0% of the common shares and the Company did not have significant influence over DBOT.In October 2018, the Company issued 2.3 million shares of the Company’s common stock to acquire additional shares in DBOT, thereby increasing its holdings to 36.9%. As a result, the Company changed its method of accounting for this investment to the equity method. The effect of the change from cost method to equity method was immaterial.In July 2019, the Company issued 6.7 million shares of the Company’s common stock to acquire additional shares in DBOT, thereby increasing its holdings to 99.0%. As a result, the Company began to consolidate DBOT. Refer to Note 6(c) for additional information on the acquisition and consolidation of DBOT.Glory Connection Sdn. Bhd (“Glory”)On July 18, 2019, the Company entered into an acquisition agreement to purchase a 34.0% interest in Glory, a Malaysian company, from its shareholder Beijing Financial Holding Limited, a Hong Kong registered company, for the consideration of 12.2 million restricted common shares of the Company, initially representing $24.4 million at $2.00 per share, the contract price, and subsequently revised to $20.0 million at $1.64 per share, the closing price on the date of acquisition. As part of this transaction, the Company was also granted an option to purchase a 40.0% interest in Bigfair Holdings Limited (“Bigfair”) from its shareholder Beijing Financial Holding Limited for an exercise price of $13.2 million in the form of common shares of the Company. Bigfair currently holds a 51.0% ownership stake in Glory. The option is exercisable from July 18, 2020 to July 19, 2021. If the option is exercised, the Company would have 20.4% indirect ownership in Glory in addition to the 34.0% direct ownership it already has. Upon the initial investment, the Company performed a valuation analysis and allocated $23.0 million and $1.4 million of the consideration transferred to the equity method investment and the call option, respectively, which was subsequently revised to $20.0 million and $0, respectively. Glory is currently in the process of ramping up its operations.As initially contemplated, Glory, through its subsidiary Tree Manufacturing, would hold a domestic EV manufacturing license in Malaysia, a marketing and distribution agreement for EVs in the ASEAN region, as well as the land use rights for 250 acres of vacant land zoned for industrial development in the Begeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia, which was to be the site of the manufacturing operations.In December 2019, the Company acquired a 51.0% ownership interest in Tree Technologies. Tree Technologies had previously been granted the land use rights to the 250 acres of vacant land mentioned above, which was previously anticipated would be owned by Glory. As Glory would no longer receive the land use rights to the 250 acres of vacant land, the Company evaluated its investment in Glory for impairment, and recorded an impairment loss of $13.1 million in “Impairment of and equity in loss of equity method investees” in the consolidated statements of operations.Tree Technologies has also entered into a product supply arrangement and a product distribution arrangement with a subsidiary of Glory. The Company performed an assessment of these arrangements, and determined that Glory is a variable interest entity, but that the Company is not the prime beneficiary. As of December 31, 2019, the Company accounts for Glory as an equity method investment. Refer to Note 6(a) for additional information on the acquisition of Tree Technologies. The Company has advanced $1.0 million to Glory in order to fund its operations, although it had no obligation to do so. The Company’s maximum exposure to Glory is $7.8 million, the sum of its investment and advances.As of December 31, 2019, the excess of the Company’s investment over its proportionate share of Glory’s net assets was $6.6 million. The difference represents an amortizing intangible asset. The following table summarizes the income statement information of Glory for the year ended December 31, 2019: December 31, 2019Revenue$ 33,352Gross profit 10,020Net loss from operations (596,671)Net loss (585,981)Net loss attributable to Glory (323,673) |
Long-term Investments - Acquisi
Long-term Investments - Acquisition of Glory Connection Sdn. Bhd (Details) $ / shares in Units, shares in Millions | Jul. 18, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)a | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 18, 2019$ / shares | |
Impairment of equity method investments | $ 13,067,892 | $ 0 | ||||
Income Statement Information [Abstract] | ||||||
Revenue | 44,566,955 | 377,742,872 | [1] | |||
Gross profit | 43,109,182 | 3,167,834 | [1] | |||
Net loss from operations | (68,572,684) | (26,195,054) | [1] | |||
Net loss | (96,828,375) | (28,423,084) | [1],[2] | |||
Net loss attributable to Glory | (98,507,524) | $ (27,426,356) | [1] | |||
Glory | ||||||
Percentage of voting equity interests acquired | 34.00% | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 12.2 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 24,400,000 | |||||
Shares Issued, Price Per Share | $ / shares | $ 2 | |||||
Allocation Of Consideration To Equity Method Investment | 23,000,000 | |||||
Allocation Of Consideration To Call Option | 1,400,000 | |||||
Advance paid | 1,000,000 | |||||
Aggregate investment | $ 7,800,000 | 7,800,000 | ||||
Glory | Call option | ||||||
Percentage of voting equity interests acquired | 20.40% | |||||
Glory | Scenario, Plan [Member] | ||||||
Allocation Of Consideration To Call Option | $ 0 | |||||
Tree Technologies | ||||||
Percentage of voting equity interests acquired | 51.00% | 51.00% | ||||
Glory | ||||||
Impairment of equity method investments | $ 13,100,000 | |||||
Income Statement Information [Abstract] | ||||||
Revenue | $ 33,352 | |||||
Gross profit | 10,020 | |||||
Net loss from operations | (596,671) | |||||
Net loss | (585,981) | |||||
Net loss attributable to Glory | (323,673) | |||||
Glory | Scenario, Plan [Member] | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 20,000,000 | |||||
Glory | Glory | Scenario, Plan [Member] | ||||||
Shares Issued, Price Per Share | $ / shares | $ 1.64 | |||||
Allocation Of Consideration To Equity Method Investment | $ 20,000,000 | |||||
Glory | Tree Technologies | ||||||
Number of acres | a | 250 | |||||
Bigfair Holdings Limited [Member] | Call option | ||||||
Percentage of voting equity interests acquired | 40.00% | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 13,200,000 | |||||
Bigfair Holdings Limited [Member] | Glory | ||||||
Percentage of voting equity interests acquired | 51.00% | |||||
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | |||||
[2] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease, Cost [Abstract] | |
Operating Lease Cost | $ 1,707,893 |
Short-Term Lease Cost | 316,905 |
Sublease Income | (42,420) |
Total Lease Cost | 1,982,378 |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | 1,406,611 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 935,242 |
2020 | 1,512,025 |
2021 | 1,434,657 |
2022 | 1,422,965 |
2023 | 1,474,391 |
2024 | 1,503,859 |
2025 and thereafter | 1,873,794 |
Total lease payments | 9,221,691 |
Less: Interest | (1,886,538) |
Total | $ 7,335,153 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | [1] |
Leases | |||
Operating right of use assets | $ 6,933,582 | $ 0 | |
Operating lease liability | $ 7,335,153 | ||
Weighted-average remaining lease term | 6 years 2 months 12 days | ||
Average discount rate | 7.50% | ||
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Supplementary Information (Deta
Supplementary Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Supplemental Financial Statement Information | |||
Other Assets, Current | $ 1,841,720 | $ 3,594,942 | [1] |
Other Liabilities, Current | $ 6,466,007 | 4,615,346 | [1] |
Description of other current liabilities component | more than 5 percent | ||
Other receivable from third party | $ 3,300,000 | ||
Other payable to third party | $ 5,900,000 | $ 4,600,000 | |
PRC | |||
Supplemental Financial Statement Information | |||
Description of other current assets component | more than 5 percent | ||
Operations deposits receivable from non controlling shareholder | $ 900,000 | ||
Other receivable from third party | $ 1,300,000 | ||
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Short-term Debt [Line Items] | ||
Principal amount | $ 26,932,300 | $ 16,000,000 |
Carrying amount | 14,652,356 | $ 15,453,825 |
Long-term Note | $ 26,932,300 | |
Advantech Capital Investment II Limited | ||
Short-term Debt [Line Items] | ||
Interest rate | 8.00% | 8.00% |
Principal amount | $ 12,000,000 | $ 12,000,000 |
Carrying amount | 3,192,896 | 11,313,770 |
Convertible Note | ||
Short-term Debt [Line Items] | ||
Short-term Note | 8,012,845 | 4,140,055 |
Long-term Note | $ 6,639,511 | $ 11,313,770 |
Convertible Note | Mr.McMahon | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | 4.00% |
Principal amount | $ 3,000,000 | $ 3,000,000 |
Carrying amount | $ 3,260,055 | $ 3,140,055 |
Convertible Note With Maturity February 8, 2020 | SSSIG | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | 4.00% |
Principal amount | $ 1,252,300 | $ 1,000,000 |
Carrying amount | $ 1,300,657 | $ 1,000,000 |
Convertible Note With Maturity November 25, 2020 | SSSIG | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | |
Principal amount | $ 250,000 | |
Carrying amount | $ 250,000 | |
Senior Secured Convertible Note (b) | ||
Short-term Debt [Line Items] | ||
Interest rate | 10.00% | 10.00% |
Principal amount | $ 850,000 | |
Carrying amount | $ 347,763 | |
Senior Secured Convertible Note (c) | ||
Short-term Debt [Line Items] | ||
Interest rate | 10.00% | 10.00% |
Principal amount | $ 3,580,000 | |
Carrying amount | $ 1,895,958 | |
Senior Secured Convertible Note (d) | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | 4.00% |
Principal amount | $ 3,000,000 | |
Carrying amount | $ 1,405,027 | |
Promissory Note (e) | ||
Short-term Debt [Line Items] | ||
Interest rate | 6.00% | |
Principal amount | $ 3,000,000 | |
Carrying amount | $ 3,000,000 |
Promissory Notes - Future matur
Promissory Notes - Future maturities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Future maturities of long-term debt | ||
2020 | $ 9,850,000 | |
2021 | 17,082,300 | |
Total Long-term Note | 26,932,300 | |
Future maturities of long-term debt, interest | ||
2020 | 12,211,919 | |
2021 | $ 4,302,643 | |
Long-term interest | $ 16,514,562 |
Promissory Notes- Additional In
Promissory Notes- Additional Information (Details) | Dec. 19, 2020$ / sharesshares | Feb. 13, 2020USD ($)shares | Dec. 19, 2019USD ($)$ / sharesshares | Oct. 30, 2019USD ($)$ / shares | Oct. 29, 2019USD ($)$ / shares | Sep. 27, 2019USD ($)$ / sharesshares | Feb. 22, 2019USD ($)$ / sharesshares | Feb. 29, 2020USD ($) | Oct. 31, 2019USD ($)$ / shares | Jun. 28, 2018USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Sep. 24, 2018$ / shares | Nov. 25, 2015USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Common stock issuance (GTD) | $ 10,000,000 | |||||||||||||||
Common stock issued from conversion of convertible note | shares | 12 | |||||||||||||||
Accrued expense | 700,000 | |||||||||||||||
Exercise price of warrants | $ / shares | $ 1.09 | $ 1.09 | $ 5.375 | |||||||||||||
Interest expense relating to discount | $ 1,000,000 | $ 700,000 | ||||||||||||||
Carrying amount of convertible note | 1,779,000 | 1,779,000 | ||||||||||||||
Non cash loss on Extinguishment of Debt | (3,940,196) | 0 | [1] | |||||||||||||
Principal amount | 26,932,300 | 26,932,300 | 16,000,000 | |||||||||||||
Warrant II | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock issued from conversion of convertible note | shares | 1,000,000 | |||||||||||||||
Conversion price | $ / shares | $ 1 | |||||||||||||||
Warrant I | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock issued from conversion of convertible note | shares | 1,700,000 | |||||||||||||||
Conversion price | $ / shares | $ 1.50 | |||||||||||||||
ASC 470-50 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expense relating to discount | 1,200,000 | |||||||||||||||
Carrying amount of convertible note | 538,000 | $ 538,000 | ||||||||||||||
$2.05 million Senior Secured Convertible Debenture due in August 2020, ID Ventura 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Conversion price | $ / shares | $ 1.84 | |||||||||||||||
Adjusted conversion price | $ / shares | $ 1 | |||||||||||||||
Amount of beneficial conversion feature | $ 600,000 | |||||||||||||||
Senior secured convertible note | $ 2,100,000 | |||||||||||||||
Number of shares issued | shares | 1,166,113 | |||||||||||||||
Warrant expiry period | 7 years | 5 years | ||||||||||||||
Percentage of warrant exercisable | 150.00% | |||||||||||||||
Proceeds from convertible debt | $ 2,000,000 | |||||||||||||||
Convertible note issuance expenses | $ 50,000 | |||||||||||||||
Carrying amount of convertible note | 1,200,000 | $ 1,200,000 | ||||||||||||||
$3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Ventura 7 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Common stock issued from conversion of convertible note | shares | 1,000,000 | |||||||||||||||
Conversion price | $ / shares | $ 1.84 | |||||||||||||||
Adjusted conversion price | $ / shares | $ 1 | |||||||||||||||
Senior secured convertible note | $ 2,500,000 | |||||||||||||||
Number of shares issued | shares | 1,500,000 | |||||||||||||||
Warrant expiry period | 7 years | 5 years | ||||||||||||||
Percentage of warrant exercisable | 150.00% | |||||||||||||||
Proceeds from convertible debt | $ 3,600,000 | |||||||||||||||
Proceeds from convertible debt, net | $ 3,500,000 | |||||||||||||||
Warrant, Term | 5 years | |||||||||||||||
Increase in additional paid in capital and reduced | $ 1,300,000 | |||||||||||||||
Amortization of Debt Issuance Costs | $ 65,000 | |||||||||||||||
Number of additional shares issued | shares | 1,080,000 | |||||||||||||||
Penalty fee for late payments of interests and compensation | 8.00% | |||||||||||||||
$5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 4.00% | |||||||||||||||
Conversion price | $ / shares | $ 1.50 | |||||||||||||||
Proceeds from convertible debt | $ 2,900,000 | $ 2,000,000 | ||||||||||||||
Proceeds from convertible debt, net | $ 100,000 | |||||||||||||||
Warrant, Term | 5 years | |||||||||||||||
Unamortized discount convertible note | 1,000,000 | $ 1,000,000 | ||||||||||||||
Percentage of discount issued on Convertible loans | 4.00% | |||||||||||||||
Secured Convertible Debentures Value Agreed to purchase | $ 5,000,000 | |||||||||||||||
Interest expense relating to discount | 70,000 | |||||||||||||||
Floor Price of Secured Notes | 1.00% | |||||||||||||||
$5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN | First Closing | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Closing of Convertible Debentures Value | $ 2,000,000 | |||||||||||||||
Closing Of Shares of Common Stock | shares | 14,000,000 | |||||||||||||||
$5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN | Second Closing | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Closing of Convertible Debentures Value | $ 1,000,000 | |||||||||||||||
Closing Of Shares of Common Stock | shares | 700,000 | |||||||||||||||
$5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN | Third Closing | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Closing of Convertible Debentures Value | $ 2,000,000 | |||||||||||||||
Closing Of Shares of Common Stock | shares | 1,400,000 | |||||||||||||||
$5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN | Warrant II | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 1.54% | |||||||||||||||
ID Ventura 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price | $ / shares | $ 1.84 | |||||||||||||||
Adjusted conversion price | $ / shares | $ 1 | $ 1 | ||||||||||||||
Number of shares issued | shares | 250,000 | |||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | |||||||||||||||
Number of common stock convertible | shares | 2,000,000 | 250,000 | ||||||||||||||
Warrant expiry period | 2 years | |||||||||||||||
Warrant, Term | 7 years | |||||||||||||||
Increase in additional paid in capital and reduced | $ 1,400,000 | $ 150,000 | ||||||||||||||
Carrying amount of convertible note | $ 200,000 | $ 149,000 | ||||||||||||||
Penalty fee for late payments of interests and compensation | 8.00% | |||||||||||||||
ID Ventura 7 [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price | $ / shares | $ 1.84 | |||||||||||||||
ID Ventura 7 [Member] | ASC 470-50 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Intrinsic value of beneficial conversion feature convertible Notes | $ 500,000 | |||||||||||||||
Senior secured convertible note | $ 2,050,000 | |||||||||||||||
Fair value of convertible debt | 2,200,000 | 1,700,000 | ||||||||||||||
Convertible notes written off | 3,600,000 | |||||||||||||||
Carrying amount of convertible note | 400,000 | 813,254 | ||||||||||||||
Deemed dividend on securities | 500,000 | |||||||||||||||
Non cash loss on Extinguishment of Debt | $ 2,700,000 | $ 1,236,746 | ||||||||||||||
Expected term [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Ventura 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrant, Term | 5 years | |||||||||||||||
Expected term [Member] | ID Ventura 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrant, Term | 5 years | |||||||||||||||
Expected dividend yield [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Ventura 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 0 | |||||||||||||||
Expected dividend yield [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Ventura 7 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 0 | |||||||||||||||
Expected dividend yield [Member] | $5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 0 | |||||||||||||||
Expected dividend yield [Member] | ID Ventura 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 0 | |||||||||||||||
Expected volatility [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Ventura 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 111.83 | |||||||||||||||
Expected volatility [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Ventura 7 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 122.44 | |||||||||||||||
Expected volatility [Member] | $5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 122.44 | |||||||||||||||
Expected volatility [Member] | ID Ventura 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 112 | |||||||||||||||
Risk free interest rate [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Ventura 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 2.48 | |||||||||||||||
Risk free interest rate [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Ventura 7 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 1.66 | |||||||||||||||
Risk free interest rate [Member] | $5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 1.66% | |||||||||||||||
Risk free interest rate [Member] | ID Ventura 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 2.48 | |||||||||||||||
Advantech Capital Investment II Limited | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 12,000,000 | $ 12,000,000 | 12,000,000 | |||||||||||||
Advantech Capital Investment II Limited | Private placement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock issuance (GTD) | $ 12,000,000 | |||||||||||||||
Interest rate | 8.00% | |||||||||||||||
Conversion price | $ / shares | $ 1 | $ 1.82 | ||||||||||||||
Amount of beneficial conversion feature | $ 1,400,000 | |||||||||||||||
Maturity date of the note | Jun. 28, 2021 | |||||||||||||||
Interest expense recognized to beneficial conversion feature | $ 10,600,000 | 1,500,000 | ||||||||||||||
Carrying amount of convertible note | $ 10,200,000 | 10,200,000 | $ 1,200,000 | |||||||||||||
DBOT | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 6.00% | |||||||||||||||
Principal amount | $ 3,000,000 | |||||||||||||||
Interest expense | $ 180,000 | |||||||||||||||
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||
Oct. 31, 2018 | Jul. 24, 2018 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders Equity [Line Items] | ||||||||
Number of common stock issued for conversion | 8.2 | |||||||
Number of share issued for acquisition | 15,900,000 | |||||||
Number of shares issued for acquisition of assets | 7,400,000 | |||||||
Number of shares issued for longterm investment | 14,700,000 | |||||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Amount of shares issued | $ 10,000,000 | |||||||
Volatility rate | 98.00% | |||||||
Risk-free interest rate | 2.51% | |||||||
Dividend yield | 0.00% | |||||||
Subscription Agreement [Member] | GTD | Private placement | ||||||||
Stockholders Equity [Line Items] | ||||||||
Total amount of investment | $ 10,000,000 | $ 40,000,000 | ||||||
Proceeds from Issuance of Common Stock | $ 10,000,000 | |||||||
Number of shares issued | 5,500,000 | |||||||
Shares Issued, Price Per Share | $ 1.82 | |||||||
Subscription Agreement [Member] | SSSIG | ||||||||
Stockholders Equity [Line Items] | ||||||||
Total amount of investment | $ 1,100,000 | |||||||
Proceeds from Issuance of Common Stock | $ 1,100,000 | |||||||
Number of shares expected to issued in 2019 | 0.6 | |||||||
Share Purchase & Option Agreement [Member] | STAR | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares issued | 5,000,000 | |||||||
Amount of shares issued | $ 9,200,000 | |||||||
Number of share purchased | 5,000,000 | |||||||
Call option description | Star may, within 24 months after July 24, 2018, purchase from the Company such number of shares of common stock that would bring Star's total ownership of the Company's issued and outstanding shares up to 19.5% on a fully diluted basis, at a price equal to 95.0% of the weighted average trading price of the common stock within 3 months prior to the exercise date of the Call Option. | Star may, within 24 months after July 24, 2018, purchase from the Company such number of shares of common stock that would bring Star's total ownership of the Company's issued and outstanding shares up to 19.5% on a fully diluted basis, at a price equal to 95.0% of the weighted average trading price of the common stock within 3 months prior to the exercise date of the Call Option. | ||||||
Fair value of call option | $ 8,000,000 | |||||||
Expected term | 1 year 9 months 22 days | |||||||
Volatility rate | 132.55% | |||||||
Risk-free interest rate | 2.81% | |||||||
Dividend yield | 0.00% | |||||||
Convertible preferred stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Series A preferred stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Preferred stock, shares issued | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | ||||
Preferred stock, voting rights | one vote |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 25, 2020 | Feb. 08, 2019 | May 10, 2012 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||||
Amount due to related parties | $ 3,962,061 | $ 800,822 | [1] | |||
Principal amount | 26,932,300 | 16,000,000 | ||||
$2.5 Million Convertible Promissory Note | SSSIG | ||||||
Related Party Transaction [Line Items] | ||||||
Advance received without any interest | 1,300,000 | |||||
Interest expense | 48,357 | |||||
Convertible promissory note amount not received | 1,200,000 | |||||
$1.5 Million Convertible Promissory Note | SSSIG | ||||||
Related Party Transaction [Line Items] | ||||||
Advance received without any interest | 250,000 | |||||
Mr. Shane McMahon | Convertible Note | ||||||
Related Party Transaction [Line Items] | ||||||
Amount due to related parties | $ 3,000,000 | |||||
Principal amount | $ 3,000,000 | |||||
Interest rate of convertible note | 4.00% | |||||
Conversion price of note convertible | $ 1.50 | |||||
Conversion price of convertible note after amendment | $ 1.75 | |||||
Maturity date of the note | Dec. 31, 2020 | |||||
Interest expense | 100,000 | 100,000 | ||||
Interest payable | $ 300,000 | $ 100,000 | ||||
Bruno Wu ("Mr.Wu") | $2.5 Million Convertible Promissory Note | SSSIG | ||||||
Related Party Transaction [Line Items] | ||||||
Principal amount | $ 2,500,000 | |||||
Interest rate of convertible note | 4.00% | |||||
Conversion price of note convertible | $ 1.83 | |||||
Maturity date of the note | Feb. 8, 2020 | |||||
Bruno Wu ("Mr.Wu") | $1.5 Million Convertible Promissory Note | SSSIG | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Principal amount | $ 2,500,000 | |||||
Interest rate of convertible note | 4.00% | |||||
Conversion price of note convertible | $ 1.25 | |||||
Maturity date of the note | Nov. 25, 2021 | |||||
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Related party Transactions - Ad
Related party Transactions - Additional Information (Details) | Dec. 31, 2019USD ($)Y | Nov. 30, 2019USD ($)item | Mar. 31, 2019USD ($) | Feb. 20, 2019USD ($) | Sep. 30, 2019USD ($)item | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)Y | Dec. 31, 2018USD ($) | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | ||||||||||
Purchase of crude oil, commitment amount | $ 244,100,000 | |||||||||
Intangible assets, net | $ 52,770,639 | 52,770,639 | $ 3,036,352 | [1] | ||||||
Licensed content | 0 | 0 | 16,958,149 | [1] | ||||||
Long term investment | 22,621,497 | 22,621,497 | 26,408,609 | [1] | ||||||
Salary, severance and expenses | $ 800,000 | $ 600,000 | ||||||||
Due to other related parties | 200,000 | 200,000 | ||||||||
Amount of shares issued | 10,000,000 | |||||||||
Payments to acquireequity Interest | 623,178 | $ 2,784,243 | [2] | |||||||
Selling, general and administrative expenses | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Salary, severance and expenses | 800,000 | |||||||||
Borrowing from Dr. Wu. and his affiliates | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Short-term Debt | 3,300,000 | 3,300,000 | ||||||||
Digital asset management services [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Assets sold under agreements carrying amount | $ 7,100,000 | $ 7,100,000 | ||||||||
Digital asset management services [Member] | Measurement Input, Discount Rate [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
estimated value of GTB | 0.76 | 0.76 | ||||||||
Digital asset management services [Member] | Expected term [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
estimated value of GTB | Y | 3 | 3 | ||||||||
Digital asset management services [Member] | Expected volatility [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
estimated value of GTB | 1.55 | 1.55 | ||||||||
Digital asset management services [Member] | Expected dividend yield [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
estimated value of GTB | 0 | 0 | ||||||||
Digital asset management services [Member] | Risk free interest rate [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
estimated value of GTB | 0.0225 | 0.0225 | ||||||||
Digital asset management services [Member] | Level II | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Consideration on sale of assets | $ 40,700,000 | |||||||||
Mobile Energy Group | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of ownership interest | 50.01% | |||||||||
Qianxi | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of Ev taxis order to third party | item | 4,172 | |||||||||
commission payable on compleion of order | $ 2,700,000 | |||||||||
iUnicorn | Mobile Energy Group | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of ownership interest | 49.99% | |||||||||
Shenma Zhixing technology Co. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount of shares issued | $ 4,900,000 | |||||||||
Number of installments | item | 6 | |||||||||
Payments to acquireequity Interest | $ 500,000 | |||||||||
Shenma Zhixing technology Co. | Qianxi | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of ownership interest | 1.72% | |||||||||
GTD | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Assets sold under agreements carrying amount | $ 20,400,000 | $ 20,400,000 | ||||||||
Consideration on sale of assets | $ 1,300,000 | |||||||||
GTD | Animation copy right | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Assets sold under agreements carrying amount | 200,000 | 200,000 | ||||||||
GTD | License content | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Licensed content | 17,000,000 | 17,000,000 | ||||||||
GTD | Nanjing Shengyi Network Technology Co., Ltd | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long term investment | $ 3,200,000 | $ 3,200,000 | ||||||||
GTD | Nanjing Shengyi Network Technology Co., Ltd | Ideanomics, Inc [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of ownership interest | 13.00% | 13.00% | ||||||||
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited (“Guang Ming”). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) | |||||||||
[2] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Share-Based Payments (Details)
Share-Based Payments (Details) - Options - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Options Outstanding | ||
Outstanding at January 1, 2019 | 1,706,431 | |
Granted | 14,325,000 | |
Exercised | 0 | |
Expired | (83,333) | |
Forfeited | (1,011,372) | |
Outstanding at December 31, 2019 | 14,936,726 | 1,706,431 |
Vested and expected to be vested as of December 31, 2019 | 14,936,726 | |
Options exercisable at December 31, 2019 (vested) | 7,163,814 | |
Weighted Average Exercise Price | ||
Outstanding at January 1, 2019 | $ 3.28 | |
Granted | 1.98 | |
Exercised | 0 | |
Expired | 1.98 | |
Forfeited | 1.98 | |
Outstanding at December 31, 2019 | 2.13 | $ 3.28 |
Vested and expected to be vested as of December 31, 2019 | 2.13 | |
Options exercisable at December 31, 2019 (vested) | $ 2.29 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding at January 1,, 2019 | 8 years 5 months 23 days | 4 years 29 days |
Granted | 9 years 1 month 24 days | |
Outstanding at December 31, 2019 | 8 years 5 months 23 days | 4 years 29 days |
Vested and expected to be vested as of December 31, 2019 | 8 years 5 months 23 days | |
Options exercisable at December 31, 2019 (vested) | 7 years 9 months | |
Aggregated Intrinsic Value | ||
Outstanding at January 1, 2019 | $ 0 | $ 0 |
Options exercisable at December 31, 2019 (vested) | $ 0 |
Share-Based Payments - Assumpti
Share-Based Payments - Assumptions used to estimate the fair values (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected volatility | 98.00% | |
Expected dividend yield | 0.00% | |
Risk-free interest rate | 2.51% | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected term | 5 years 6 months 7 days |
Share-Based Payments - Warrants
Share-Based Payments - Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 24, 2018 | |
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable | 8,995,906 | 60,000 | 8,000,000 |
Exercise price of warrants | $ 1.09 | $ 5.375 | |
2014 Broker Warrants (Series E Financing) | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable | 60,000 | ||
Exercise price of warrants | $ 1.75 | ||
Expiration Date | Jan. 31, 2019 | ||
2018 IDV (Senior secured convertible note) | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable | 1,671,196 | ||
Exercise price of warrants | $ 1 | ||
Expiration Date | Feb. 22, 2026 | ||
2019 IDV (Senior secured convertible note) | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable | 4,658,043 | ||
Exercise price of warrants | $ 1 | ||
Expiration Date | Sep. 27, 2026 | ||
2019 YA II PN, Ltd. (Senior secured convertible debenture) I | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable | 1,666,667 | ||
Exercise price of warrants | $ 1.50 | ||
Expiration Date | Dec. 13, 2024 | ||
2019 YA II PN, Ltd. (Senior secured convertible debenture) II | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable | 1,000,000 | ||
Exercise price of warrants | $ 1 | ||
Expiration Date | Dec. 13, 2020 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Details) | Sep. 24, 2018$ / sharesshares | Jan. 31, 2019USD ($)employeeshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Aug. 03, 2018shares | Dec. 03, 2010shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants outstanding to purchase shares of common stock | 8,000,000 | 8,995,906 | 60,000 | |||
Share-based payments expense | $ | $ 9,100,000 | $ 3,400,000 | ||||
Unrecognized compensation expense related to non-vested share options | $ | 11,700,000 | |||||
Total fair value of vested shares | $ | $ 8,500,000 | 400,000 | ||||
Weighted average exercise price of warrants | $ / shares | $ 5.375 | $ 1.09 | ||||
Weighted average remaining life of warrants | 5 years 8 months 1 day | |||||
Cash received from options exercised | $ | $ 0 | $ 28,000 | ||||
Percentage of premium on exercise price | 25.00% | |||||
Closing market price | $ / shares | $ 4.30 | |||||
Weighted average period for recognition related to non-vested stock options | 1 year 1 month 24 days | |||||
2010 Stock Incentive Plan ("the Plan") | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized for issuance | 31.5 | 4 | ||||
Number of options available for issuance | 14.1 | |||||
Board of Directors | 2010 Stock Incentive Plan ("the Plan") | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Amount of grant date fair value of the restricted shares | $ | $ 300,000 | |||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding to purchase shares of common stock | 0.1 | |||||
Number of non-vested restricted shares | 55,086 | 87,586 | ||||
Restricted shares granted | 220,163 | |||||
Restricted shares vested | 249,163 | |||||
Unrecognized compensation cost related to unvested restricted shares | $ | $ 16,575 | |||||
Weighted average period for recognition related to non-vested stock options | 2 months 23 days | |||||
Restricted Stock | 2010 Stock Incentive Plan ("the Plan") | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted shares granted | 200,000 | |||||
Number of employees | employee | 3 | |||||
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding to purchase shares of common stock | 14,936,726 | 1,706,431 | ||||
Stock options issued to employees | 14,325,000 |
Share-Based Payments - Summary
Share-Based Payments - Summary of unvested shares (Details ) - Restricted Stock | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Shares | |
Non-vested restricted shares outstanding at January 1, 2019 | shares | 87,586 |
Granted | shares | 220,163 |
Forfeited | shares | (3,500) |
Vested | shares | (249,163) |
Non-vested restricted shares outstanding at December 31, 2019 | shares | 55,086 |
Weighted-average fair value | |
Non-vested restricted shares outstanding at January 1, 2019 | $ / shares | $ 2.46 |
Granted | $ / shares | 1.24 |
Forfeited | $ / shares | 2.60 |
Vested | $ / shares | 1.40 |
Non-vested restricted shares outstanding at December 31, 2019 | $ / shares | $ 2.38 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Loss Per Common Share | |||
Net income (loss) attributable to IDEX common stockholders | $ (98,507,524) | $ (27,426,356) | [1] |
Basic | |||
Basic weighted average common shares outstanding | 119,766,859 | 78,386,116 | |
Diluted | |||
Diluted weighted average common shares outstanding | 119,766,859 | 78,386,116 | |
Net loss per share: | |||
Basic | $ 0.82 | $ 0.35 | |
Diluted | $ 0.82 | $ 0.35 | |
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Loss Per Common Share - Computa
Loss Per Common Share - Computation of diluted earnings (loss) per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 55,045,760 | 13,106,997 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 8,995,906 | 60,000 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 14,936,726 | 1,706,431 |
Series A preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 933,333 | 933,333 |
DBOT Contingent Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 8,501,313 | |
Convertible promissory note and interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 21,678,482 | 10,407,233 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Operating Loss Carryforwards [Line Items] | |||
Loss before tax | $ (96,410,922) | $ (28,463,328) | [1] |
Deferred tax benefit of net operating loss | (176,107) | 0 | |
Deferred tax expense (benefit) other than benefit of net operating loss | 513,935 | 40,244 | |
Total current tax expense (benefit) | 931,388 | ||
Total income tax expense (benefit) | 417,453 | (40,244) | [1] |
United States | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before tax | (88,688,205) | (13,139,622) | |
Deferred tax expense (benefit) other than benefit of net operating loss | (513,935) | (40,244) | |
Total current tax expense (benefit) | 931,388 | ||
PRC/Hong Kong | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before tax | (7,722,717) | $ (15,323,706) | |
Deferred tax benefit of net operating loss | $ (176,107) | ||
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |
Income Taxes - reconciliation o
Income Taxes - reconciliation of the expected income tax (Details) | Dec. 22, 2017 | Dec. 21, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes | ||||
U. S. statutory income tax rate | 34.00% | 34.00% | 21.00% | 21.00% |
Non-deductible expenses: | ||||
Non-deductible stock awards | (1.90%) | (1.20%) | ||
Non-deductible loss on contingent consideration | (1.10%) | 0.00% | ||
Others | (0.30%) | (0.90%) | ||
Non-deductible interest expenses | (1.20%) | (0.60%) | ||
Increase in valuation allowance | (16.40%) | (18.40%) | ||
Tax rate differential | (0.50%) | 0.10% | ||
Effective income tax rate | (0.40%) | 0.00% |
Income Taxes - components of th
Income Taxes - components of the Company's deferred tax (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes | ||
U.S. NOL | $ 17,470,708 | $ 7,977,213 |
Foreign NOL | 6,846,645 | 6,406,052 |
U.S. capital loss carryover | 4,376,715 | |
Accrued payroll and expense | 171,580 | 131,867 |
Nonqualified options | 772,365 | 780,800 |
Convertible notes | 751,625 | |
Impaired assets | 1,436,065 | |
Others | 114,819 | 171,819 |
Total deferred tax assets | 31,940,522 | 15,467,751 |
Less: valuation allowance | (30,274,655) | $ (15,467,751) |
Property and equipment | (36,368) | |
Intangible assets | (1,629,499) | |
Deferred Tax liabilities | $ (1,665,867) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 22, 2017 | Dec. 21, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Operating Loss Carryforwards [Line Items] | ||||||
PRC income tax rate | 25.00% | |||||
Withholding income tax rate | 10.00% | |||||
Withholding tax on dividends rate | 5.00% | |||||
Corporate income tax rate effective in 2018 | 21.00% | |||||
Reduction in deferred tax assets due to change in tax rate | $ 4.4 | |||||
Cumulative tax loss carryforwards | $ 26.8 | |||||
Valuation allowance increased (decreased) | $ 3 | 14.8 | ||||
Results of operations, revenue, other | 2.3 | 14.5 | ||||
Deferred Tax Liabilities | $ 0.7 | 0.3 | $ 0.7 | |||
Capital Loss Carryover Available To Offset Future Capital Gains | 20.8 | |||||
Capital loss carryover available To offset future capital gains expires in 2025 and the rest in 2024 | $ 20.4 | |||||
Statutory income tax rate | 34.00% | 34.00% | 21.00% | 21.00% | ||
Inland Revenue, Hong Kong [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Statutory income tax rate | 16.50% | |||||
Inland Revenue, Singapore (IRAS) [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Statutory income tax rate | 17.00% | |||||
United States | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Cumulative tax loss carryforwards | $ 83.1 | |||||
PRC/Hong Kong | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Cumulative tax loss carryforwards | $ 28.3 |
Concentration, Credit and Oth_3
Concentration, Credit and Other Risks - Major Suppliers (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($)customeritem | |
Digital currency [line items] | ||
Description of percentage of revenue for major supplier | more than 10.0% | |
Insured deposit | $ | $ 0.4 | $ 0 |
Wecast Services | Major Customers | Revenue | ||
Digital currency [line items] | ||
Description of percentage of revenue for major supplier | more than 10.0% | more than 10.0% |
Wecast Services | Major Customers | Accounts receivables | ||
Digital currency [line items] | ||
Description of percentage of revenue for major supplier | more than 10.0% | |
Number of suppliers | customer | 2 | |
Wecast Services | Major Suppliers | Cost of revenues | ||
Digital currency [line items] | ||
Description of percentage of revenue for major supplier | more than 10.0% | |
Number of suppliers | 3 | |
Wecast Services | Major Suppliers | Accounts payable | ||
Digital currency [line items] | ||
Description of percentage of revenue for major supplier | more than 10.0% | more than 10.0% |
Number of suppliers | 2 | 2 |
Wecast Services | Major Suppliers | Accounts receivables | ||
Digital currency [line items] | ||
Description of percentage of revenue for major supplier | more than 10.0% |
Concentration, Credit and Oth_4
Concentration, Credit and Other Risks - Major Customers (Details) - customer | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue, Major Customer [Line Items] | ||
Description of percentage of revenue for major customer | more than 10.0% | |
Major Customers | Wecast Services | Revenue | ||
Revenue, Major Customer [Line Items] | ||
Description of percentage of revenue for major customer | more than 10.0% | more than 10.0% |
Number of customers | 1 | 2 |
Major Customers | Wecast Services | Accounts receivables | ||
Revenue, Major Customer [Line Items] | ||
Description of percentage of revenue for major customer | more than 10.0% | |
Number of customers | 1 | |
Major Suppliers | Wecast Services | Accounts receivables | ||
Revenue, Major Customer [Line Items] | ||
Description of percentage of revenue for major customer | more than 10.0% |
Concentration, Credit and Oth_5
Concentration, Credit and Other Risks (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Bank Deposits [Line Items] | ||
Total | $ 2,631,966 | $ 3,106,244 |
RMB denominated bank deposits | PRC | ||
Bank Deposits [Line Items] | ||
Total | 135,899 | 1,523,622 |
U.S dollar denominated bank deposits | PRC | ||
Bank Deposits [Line Items] | ||
Total | 24,459 | 133,053 |
U.S dollar denominated bank deposits | Hong Kong | ||
Bank Deposits [Line Items] | ||
Total | 51,240 | 44,182 |
U.S dollar denominated bank deposits | Singapore | ||
Bank Deposits [Line Items] | ||
Total | 570,373 | 697,099 |
U.S dollar denominated bank deposits | USA | ||
Bank Deposits [Line Items] | ||
Total | 1,804,124 | 695,155 |
HKD denominated bank deposits | Hong Kong | ||
Bank Deposits [Line Items] | ||
Total | 7 | $ 13,133 |
Ringgit denominated bank deposits with financial institutions in Malaysia | MALAYSIA | ||
Bank Deposits [Line Items] | ||
Total | 229 | |
SGD denominated bank deposits | Singapore | ||
Bank Deposits [Line Items] | ||
Total | $ 45,635 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan | ||
Employer matching contribution, percent | 100.00% | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | |
Employer matching contribution, amount | $ 27,244 | $ 3,242 |
Maximum [Member] | ||
Defined Contribution Plan | ||
Employer matching contribution pay, percent | 4.00% | |
PRC | ||
Defined Contribution Plan | ||
Employer matching contribution, amount | $ 400,000 | $ 500,000 |
Geographic Areas (Details)
Geographic Areas (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 119,604,441 | $ 49,163,069 |
Singapore | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 64,360,287 | 42,220,799 |
USA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 51,733,413 | |
Hong Kong | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 3,000,000 | 3,000,000 |
PRC | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 510,741 | $ 3,942,270 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2019 | Jan. 31, 2019 |
Fair Value Measurements | ||
Acquisition earn-out liability | $ 7,311,129 | |
Level III | ||
Fair Value Measurements | ||
Acquisition earn-out liability | $ 7,311,129 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant inputs and assumptions (Details) | Dec. 31, 2019USD ($) |
Risk free interest rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability, measurement input | 1.6 |
Expected volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability, measurement input | 30 |
Expected term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability, measurement input | 0.25 |
Expected dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability, measurement input | 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 fair value measurements (Details) - Acquisition earn-out liability | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Addition | $ (2,217,034) |
Remeasurement (loss)/gain recognized in the income statement | (5,094,095) |
December 31, 2019 | $ (7,311,129) |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, ¥ in Millions, shares in Millions | Jan. 24, 2020CNY (¥)shares | Jan. 24, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | [1] | Jan. 24, 2020$ / shares |
Subsequent Event [Line Items] | ||||||
Targeted revenue to get 50 million investment | $ | $ 44,566,955 | $ 377,742,872 | ||||
Share Price | $ / shares | $ 0.23 | |||||
GTB quoted price | $ / shares | $ 0.23 | |||||
Qingdao Xingyang City Investment [Member] | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate potential investment | ¥ 200 | |||||
Initial investment | 50 | $ 7,200,000 | ||||
Electric Commercial Vehicle Sales Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share Price | $ / shares | $ 2.11 | |||||
GTB quoted price | $ / shares | $ 2.11 | |||||
Electric Commercial Vehicle Sales Agreement [Member] | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate potential investment | 200 | |||||
Investment after start of operation and reaching targeted sales | 50 | |||||
Targeted revenue to get 50 million investment | 10 | |||||
Targeted increase in market value to get 50 million investment | 10 | |||||
Taregeted sale value to get aggregate investment | 30 | |||||
Taregeted market value to get aggregate investment | ¥ 30 | |||||
Number of shares issued | shares | 10.9 | 10.9 | ||||
Electric Commercial Vehicle Sales Agreement [Member] | Mobile [Member] | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of ownership interest | 10.00% | |||||
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 80550 (See Note 6 “Acquisitions and Divestitures”) |