Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 07, 2020 | |
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 | 167,473,022 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 5,914 | $ 2,633 |
Accounts receivable, net (due from related parties were $1,688 and $2,284 as of March 31, 2020 and December 31, 2019, respectively) | 1,833 | 2,405 |
Prepayments | 477 | 572 |
Amount due from related parties | 1,280 | 1,256 |
Other current assets | 588 | 587 |
Total current assets | 10,092 | 7,453 |
Property and equipment, net | 355 | 378 |
Fintech Village | 12,561 | 12,561 |
Intangible assets, net | 51,595 | 52,771 |
Goodwill | 10,789 | 23,344 |
Long-term investments | 22,618 | 22,621 |
Operating lease right of use assets | 6,051 | 6,934 |
Other non-current assets | 883 | 883 |
Total assets | 114,944 | 126,945 |
Current liabilities | ||
Accounts payable | 3,656 | 3,380 |
Deferred revenue | 500 | 477 |
Accrued salaries | 952 | 923 |
Amount due to related parties | 1,842 | 3,962 |
Other current liabilities | 6,029 | 6,466 |
Current portion of operating lease liabilities | 1,289 | 1,113 |
Current acquisition earn-out liability | 5,952 | 12,421 |
Promissory note-short term | 3,045 | 3,000 |
Convertible promissory note due to third-parties | 6,015 | 1,753 |
Convertible promissory note due to related parties | 1,566 | 3,260 |
Total current liabilities | 30,846 | 36,755 |
Asset retirement obligations | 5,094 | 5,094 |
Convertible promissory note due to third parties-long term | 5,120 | 5,089 |
Convertible promissory note due to related parties-long term | 3,290 | 1,551 |
Operating lease liability-long term | 6,010 | 6,222 |
Non-current acquisition earn-out liability | 10,701 | 12,235 |
Total liabilities | 61,061 | 66,946 |
Commitments and contingencies (Note 18) | ||
Convertible redeemable preferred stock and Redeemable non-controlling interest: | ||
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of March 31, 2020 and December 31, 2019 | 1,262 | 1,262 |
Redeemable non-controlling interest | 7,153 | 0 |
Equity: | ||
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 000,000,000 shares and 149,692,953 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 163 | 150 |
Additional paid-in capital | 293,345 | 282,554 |
Accumulated deficit | (260,829) | (248,481) |
Accumulated other comprehensive loss | (680) | (664) |
Total IDEX shareholder's equity | 31,999 | 33,559 |
Non-controlling interest | 13,469 | 25,178 |
Total equity | 45,468 | 58,737 |
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | $ 114,944 | $ 126,945 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 163,460,065 | 149,692,953 |
Common stock, shares outstanding | 163,460,065 | 149,692,953 |
Accounts receivable, due from related parties | $ 1,688,000 | $ 2,284,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue from third-parties | $ 378 | $ 346 |
Revenue from related parties | 0 | 26,600 |
Total revenue | 378 | 26,946 |
Cost of revenue from third-parties | 334 | 258 |
Cost of revenue from related parties | 0 | 0 |
Gross profit | 44 | 26,688 |
Operating expenses: | ||
Selling, general and administrative expense | 5,827 | 4,188 |
Professional fees | 1,757 | 1,360 |
Impairment loss | 887 | 0 |
Acquisition earn-out expense | 532 | 0 |
Depreciation and amortization | 476 | 244 |
Total operating expense | 9,479 | 5,792 |
Income (Loss) from operations | (9,435) | 20,896 |
Interest and other income (expense): | ||
Interest expense, net | (3,156) | (735) |
Equity in loss of equity method investees | (3) | (280) |
Other | (26) | (58) |
Income (Loss) before income taxes and non-controlling interest | (12,620) | 19,823 |
Income tax benefit | 0 | 86 |
Net income (loss) | (12,620) | 19,909 |
Net loss attributable to non-controlling interest | 272 | 18 |
Net income (loss) attributable to IDEX common shareholders | $ (12,348) | $ 19,927 |
Earnings (loss) per share | ||
Basic (in dollars per shares) | $ (0.08) | $ 0.19 |
Diluted (in dollars per shares) | $ (0.08) | $ 0.18 |
Weighted average shares outstanding: | ||
Basic (in shares) | 157,859,642 | 105,345,673 |
Diluted (in shares) | 157,859,642 | 116,301,236 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net income (loss) | $ (12,620) | $ 19,909 |
Other comprehensive income (loss), net of nil tax | ||
Foreign currency translation adjustments | 6 | 147 |
Comprehensive income (loss) | (12,614) | 20,056 |
Comprehensive loss attributable to non-controlling interest | (249) | 43 |
Comprehensive income (loss) attributable to IDEX common shareholders | $ (12,863) | $ 20,099 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | 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, 2018 | $ 103 | $ 195,780 | $ (149,975) | $ (1,665) | $ 44,243 | $ (1,031) | $ 43,212 | |
Balance (in shares) at Dec. 31, 2018 | 102,766,006 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation | $ 0 | 224 | 0 | 0 | 224 | 0 | 224 | |
Common stock issuance for restricted shares | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Common stock issuance for restricted shares (in shares) | 129,840 | |||||||
Common stock issuance for assets (SolidOpinion, Inc) | $ 5 | 7,150 | 0 | 0 | 7,155 | 0 | 7,155 | |
Common stock issuance for assets (SolidOpinion, Inc) (in shares) | 4,500,000 | |||||||
Common stock issuance for convertible debt | $ 1 | 2,049 | 0 | 0 | 2,050 | 0 | 2,050 | |
Common stock issuance for convertible debt (In shares) | 1,166,113 | |||||||
Net income (loss) | $ 0 | 0 | 19,927 | 0 | 19,927 | (18) | 19,909 | |
Foreign currency translation adjustments, net of nil tax | 0 | 0 | 0 | 172 | 172 | (25) | 147 | |
Balance at Mar. 31, 2019 | $ 109 | 205,203 | (130,048) | (1,493) | 73,771 | (1,074) | 72,697 | |
Balance (in shares) at Mar. 31, 2019 | 108,561,959 | |||||||
Balance at Dec. 31, 2019 | $ 150 | 282,554 | (248,481) | (664) | 33,559 | 25,178 | [1] | 58,737 |
Balance (in shares) at Dec. 31, 2019 | 149,692,953 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation | $ 0 | 2,202 | 0 | 0 | 2,202 | 0 | [1] | 2,202 |
Common stock issuance for professional fee | 240 | 240 | 240 | |||||
Common stock issuance for professional fee (in shares) | 429,000 | |||||||
Common stock issuance for interest (ID Venturas) | $ 0 | 21 | 0 | 0 | 21 | 0 | [1] | 21 |
Common stock issuance for interest (ID Venturas) (in shares) | 29,766 | |||||||
Common stock issuance for acquisition (DBOT) | $ 11 | 6,737 | 0 | 0 | 6,748 | 0 | [1] | 6,748 |
Common stock issuance for acquisition of DBOT (in shares) | 10,883,668 | |||||||
Common stock issued for warrant exercised (YA II) | $ 1 | 999 | 0 | 0 | 1,000 | 0 | [1] | 1,000 |
Common stock issued for warrant exercised (YA II) (in shares) | 1,000,000 | |||||||
Common stock issuance for convertible note (YA II) | $ 1 | 592 | 593 | 593 | ||||
Common stock issuance for convertible note (YA II) (in shares) | 1,424,658 | |||||||
Tree Technologies PPA adjustment | (11,454) | [1] | (11,454) | |||||
Non-controlling shareholder contribution (DBOT) | 100 | [1] | 100 | |||||
Net income (loss) | (12,348) | (12,348) | (378) | [1] | (12,726) | |||
Foreign currency translation adjustments, net of nil tax | $ 0 | 0 | 0 | (16) | (16) | 22 | [1] | 6 |
Balance at Mar. 31, 2020 | $ 163 | $ 293,345 | $ (260,829) | $ (680) | $ 31,999 | $ 13,469 | [1] | $ 45,468 |
Balance (in shares) at Mar. 31, 2020 | 163,460,045 | |||||||
[1] | ( Excludes accretion of dividend for redeemable non-controlling interest. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (12,620) | $ 19,909 |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Share-based compensation expense | 2,202 | 224 |
Depreciation and amortization | 476 | 244 |
Non-cash interest expense | 3,156 | 735 |
Equity in losses of equity method investees | 3 | 280 |
Digital tokens received as payment for services | 0 | (26,600) |
Impairment loss | 887 | 0 |
Acquisition earn-out expense | 532 | 0 |
Change in assets and liabilities: | ||
Accounts receivable | 571 | (36) |
Prepaid expenses and other assets | 1,928 | (124) |
Accounts payable | 275 | (46) |
Deferred revenue | 23 | 203 |
Amount due to related parties | 856 | 40 |
Accrued expenses, salary and other current liabilities | (2,147) | 400 |
Net cash used in operating activities | (3,858) | (4,771) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (15) | (580) |
Payments for long term investments | 0 | (620) |
Net cash used in investing activities | (15) | (1,200) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible note | 2,000 | 2,132 |
Proceeds from issuance of warrant and common stocks | 1,000 | 2,500 |
Proceeds from noncontrolling interest shareholder | 7,147 | 0 |
Proceeds from/(Repayment of) amounts due to related parties | (2,999) | 228 |
Net cash provided by financing activities | 7,148 | 4,860 |
Effect of exchange rate changes on cash | 6 | 17 |
Net increase (decrease) in cash and cash equivalents | 3,281 | (1,094) |
Cash and cash equivalents at the beginning of the period | 2,633 | 3,106 |
Cash and cash equivalents at the end of the period | 5,914 | 2,012 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income tax | 0 | 0 |
Cash paid for interest | 0 | 0 |
Issuance of shares for acquisition of DBOT | 6,748 | 0 |
Tree Technologies measurement period adjustment | 11,895 | 0 |
Disposal assets in exchange of GTB tokens | 0 | 20,219 |
Service revenue received in GTB tokens | 0 | 26,600 |
Advances from Customer received in GTB tokens | 0 | 14,100 |
Issuance of shares for acquisition of intangible assets | $ 0 | $ 4,655 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Nature of Operations and Summary of Significant Accounting Policies | |
Nature of Operations and Summary of Significant Accounting Policies | Note 1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia and the United States through its subsidiaries and 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 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 involved with areas of capital markets such as financial products advisory and creation, with specific focus on the application of blockchain and artificial intelligence in Fintech. The Company also seeks to identify industries and business processes where blockchain and AI technologies can be profitably deployed to disrupt established industries and business processes. Basis of Presentation In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 16, 2020 (“2019 Form 10-K.”) 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, management evaluates the Company's estimates, including those related to the bad debt allowance, variable considerations, fair values of financial instruments, intangible assets (including digital currencies) 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 values of assets and liabilities. Significant Accounting Policies For a detailed discussion about Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in Company’s 2019 Form 10-K. During the three months ended March 31, 2020, there were no significant changes made to Ideanomics’ significant accounting policies. Effects of COVID 19 In the three months ended March 31, 2020, the Company commenced the process of formulating and implementing a share-based compensation plan whereby key employees and certain consultants of its MEG business unit and wholly-owned subsidiary will benefit. As one component of this process, the Company has initially transferred 10,000 common shares of MEG, representing 20.0% of the overall outstanding common shares, to a third-party who is intended to act as a trustee over these shares for a nominal amount. It is the Company’s intent that this arrangement would be structured in a manner similar to other trusts used to effect share-based compensation plans, and would qualify as a VIE and consequently be consolidated. However, the disruption caused by the COVID-19 virus, particularly in China, where many of the Company’s personnel and business advisors are located, has delayed the Company’s efforts to implement this share-based compensation plan. The Company’s ability to interact with personnel and business advisors was adversely impacted by temporary office closures, with personnel working remotely, and travel restrictions which prevented the Company from obtaining original signatures on documents, as is the prevailing Chinese custom, on various documents. The Company anticipates that, with travel restrictions currently lifted in China, it will complete the formation and implementation of the share-based compensation scheme by June 30, 2020. At that point, the Company will provide a full accounting of the share-based compensation plan, which, as it is expected to be consolidated, would have no material effect on its consolidated financial statements. The transfer of the MEG shares to a third-party is not believed to be substantive, and had the Company given accounting treatment to the transfer without consideration of the overall share-based compensation plan, the accounting effect would have been a reclass between additional paid-in capital and non-controlling interest within the consolidated statement of equity. However, to record this entry in isolation would not be representative of the arrangement when fully consummated, as it is anticipated that the MEG shares would be consolidated at that point in time. As of March 31, 2020, no share-based awards had been granted to employees or consultants. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements | |
New Accounting Pronouncements | Note 2. New Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“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 the 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. |
Going Concern and Management's
Going Concern and Management's Plans | 3 Months Ended |
Mar. 31, 2020 | |
Going Concern and Management's Plans | |
Going Concern and Management's Plans | Note 3. Going Concern and Management’s Plans As of March 31, 2020, the Company had cash and cash equivalents of $5.9 million and an accumulated deficit of $260.8 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. Due to People’s Republic of China (“PRC”) regulations governing the transfer of cash outside of the PRC, management does not consider cash balances held by entities domiciled in the PRC, or subject to PRC regulation, as being available for use in, or as a source of funding, for the Company’s operations outside of the PRC. The Company’s operations outside of PRC are dependent upon continued to access to debt and equity funding in the United States and Asia outside of the PRC. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue | |
Revenue | Note 4. Revenue The following table summarizes the Company's revenues disaggregated by revenue source, geography (based on the Company's business locations), and timing of revenue recognition (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Geographic Markets Malaysia $ 3 $ - USA 323 26,946 China 52 - Total $ 378 $ 26,946 Product or Service Digital asset management services $ — $ 26,600 Digital advertising services and other 323 346 Electric vehicles 55 — Total $ 378 $ 26,946 Timing of Revenue Recognition Products transferred at a point in time $ 378 $ 346 Services provided over time — 26,600 Total $ 378 $ 26,946 * The EV revenues for the current quarter were recorded on an Agency (Net) basis because the Company acted as an agent rather than principal in these transactions. |
VIE Structure and Arrangements
VIE Structure and Arrangements | 3 Months Ended |
Mar. 31, 2020 | |
VIE Structure and Arrangements | |
VIE Structure and Arrangements | Note 5. VIE Structure and Arrangements Prior to December 31, 2019, 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 of these VIEs are included in the consolidated financial statements for the year ended December 31, 2019. A shareholder in one of the VIEs is the spouse of Bruno Wu (“Dr. Wu”), the Chairman of the Company. The contractual agreements, 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. Refer to Note 10 for information on an additional VIE. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2020 | |
Acquisitions and Divestitures | |
Acquisitions and Divestitures | Note 6. Acquisitions and Divestitures 2020 Acquisitions and Divestitures The Company has not acquired any companies nor disposed of any companies in the three months ended March 31, 2020. 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. 2019 Acquisitions (a) Acquisition of Tree Technologies Sdn. Bhd. ("Tree Technologies") 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) 9.5 million 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 the three months ended December 31, 2019. The fair value of the Ideanomics stock was based upon the closing price of $0.82 on December 26, 2019, and the fair value of the Earnout was estimated to be $15.5 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 15.0%. 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 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 is in the process of completing the fair value analysis of the assets acquired, liabilities assumed, the noncontrolling interest, and the Earnout, and therefore the known adjustments are incorporated in the table below (in thousands). Land use rights $ 27,140 Accounts payable (743) Noncontrolling interest (15,583) Goodwill 803 Marketing and distribution agreement 12,590 $ 24,207 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) On September 4, 2018, the Company completed the acquisition of 65.7% share of Grapevine for $2.4 million in cash. Fomalhaut Limited (“Fomalhaut”), a British Virgin Islands company and an affiliate of Dr. Wu, was 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 was 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. 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, Consolidation . (c) 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, Distinguishing Liabilities from Equity . 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. In the three months ended March 31, 2020, the Company recorded an additional remeasurement loss of $0.5 million in “Acquisition earn-out expense” in the consolidated statements of operations, and partially satisfied the liability with the issuance of 10.9 million shares of common stock. As of March 31, 2020, the recorded balance of this liability was $1.1 million. Immediately prior to the consummation of the transaction, the Company’s investment in DBOT consisted of 37.0% of the common shares outstanding, which 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 in the three and six months ended June 30, 2019. 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 (in thousands): March 31, 2019 Revenue $ 27,023 Net income attributable to IDEX common shareholders 19,480 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 (in thousands): Cash $ 247 Other financial assets 1,686 Financial liabilities (4,411) Noncontrolling interest (105) Goodwill 9,324 Intangible asset – continuing membership agreement 8,255 Intangible asset – customer list 59 $ 15,055 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. 2019 Divestitures (d) 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 in the three and nine months ended September 30, 2019. (e) 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 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 in the three and nine months ended September 30, 2019. $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 in the three and nine months ended September 30, 2019. Pro forma results of operations for the three months ended March 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. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2020 | |
Accounts Receivable | |
Accounts Receivable | Note 7. Accounts Receivable The following table summarizes the Company’s accounts receivable (in thousands): March 31, December 31, 2020 2019 Accounts receivable, gross $ 1,833 $ 2,405 Less: allowance for doubtful accounts — — Accounts receivable, net $ 1,833 $ 2,405 There were no changes in the allowance for doubtful accounts for the three months ended March 31, 2020 and 2019. The balance includes the taxi commission revenue receivables of $1.7 million and $2.3 million from the related party Guizhou Qianxi Green Environmentally Friendly Taxi Service Co, as of March 31, 2020 and December 31, 2019, respectively. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment, net | |
Property and Equipment, net | Note 8. Property and Equipment, net The following table summarizes the Company’s property and equipment (in thousands): March 31, December 31, 2020 2019 Furniture and office equipment $ 462 $ 441 Vehicle 61 62 Leasehold improvements 212 243 Total property and equipment 735 746 Less: accumulated depreciation (381) (368) Property and equipment, net 355 378 Fintech Village Land 3,043 3,043 Building 309 309 Assets retirement obligations – environmental remediation 6,496 6,496 Capitalized direct development cost 2,714 2,713 Construction in progress (Fintech Village) 12,562 12,561 Property and Equipment, net $ 12,916 $ 12,939 The Company recorded depreciation expense of $31,536 and $16,609 , which is included in its operating expense, for the three months ended March 31, 2020 and 2019, respectively. Global Headquarters for Technology and Innovation in Connecticut (“Fintech Village”) The Company recorded asset retirement obligations for environmental remediation matters in connection with the acquisition of Fintech Village. The following table summarizes the activity in the asset retirement obligation for the three months ended March 31, 2020 (in thousands): January 1, Liabilities Remediation Accretion March 31, 2020 Incurred Performed Expense Revisions 2020 Asset retirement obligation $ $ — $ — $ — $ — $ 5,094 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 $2.7 million as of March 31, 2020 and December 31, 2019, respectively, and are primarily related to legal and architect costs. 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 | 3 Months Ended |
Mar. 31, 2020 | |
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 (in thousands): Balance as of January 1, 2019 $ 705 Acquisitions 22,639 Balance as of December 31, 2019 23,344 Measurement period adjustments (12,513) Effect of change in foreign currency exchange rates (42) Balance as of March 31, 2020 $ 10,789 Intangible Assets The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): March 31, 2020 December 31, 2019 Weighted Gross Gross Average Remaining Carrying Accumulated Impairment Net Carrying Accumulated Impairment Net Useful Life Amount Amortization Loss Balance Amount Amortization Loss Balance Amortizing Intangible Assets Software and licenses — $ 97 $ (97) $ — $ - $ 97 $ (97) $ — $ - Solid Opinion IP (a) 3.9 4,655 (1,009) — 3,646 4,655 (776) — 3,879 Fintalk intangible assets (b) - 635 (635) — 635 (635) — - Influencer network (c) 8.4 1,980 (314) — 1,666 1,980 (264) — 1,716 Customer contract (c) 1.4 500 (264) — 236 500 (222) — 278 Continuing membership agreement (d) 19.3 8,255 (310) — 7,945 8,255 (206) — 8,049 Customer list 2.3 59 (15) — 44 59 (10) — 49 Trade name (c) 13.4 110 (12) — 98 110 (10) — 100 Technology platform (c) 5.4 290 (66) — 224 290 (55) — 235 Land use rights (e) 99 25,739 — — 25,739 27,079 — — 27,079 Marketing and distribution agreement (e) 20 11,944 — — 11,944 11,333 — — 11,333 Total 54,264 (2,722) — 51,542 54,993 (2,275) — 52,718 Indefinite lived intangible assets Website name 25 — — 25 25 — — 25 Patent 28 — — 28 28 — — 28 Total $ 54,317 $ (2,722) $ — $ 51,595 $ 55,046 $ (2,275) $ — $ 52,771 (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 were released in April 2020. (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). (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. Amortization expense relating to intangible assets was $0.4 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively. The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be Years ending December 31, recognized 2020 (excluding the three months ended March 31, 2020) $ 1,761 2021 2,578 2022 2,457 2023 2,448 2024 1,672 2025 and thereafter 40,626 Total $ 51,542 The above table assumes that the amortization commences on the Land use rights and Marketing and distribution agreement on July 1, 2020; however, actual amortization may commence at a later date as EV production commences. |
Long-term Investments
Long-term Investments | 3 Months Ended |
Mar. 31, 2020 | |
Long-term Investments | |
Long-term Investments | Note 10. Long-term Investments The following table summarizes the Company's long-term investments (in thousands): March 31, December 31, 2020 2019 Non-marketable equity investments $ 5,967 $ 5,967 Equity method investments 16,651 16,654 Total $ 22,618 $ 22,621 Non-marketable equity investment 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, no impairment losses were recorded in the three months ended March 31, 2020 and 2019. In the three months ended March 31, 2019, 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 14(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: March 31, 2020 Income (loss) Foreign currency January 1, on Impairment translation March 31, 2020 Addition investment losses Disposal adjustments 2020 BDCG (a) $ 9,800 $ — $ — $ — $ — $ — $ 9,800 Glory (b) 6,854 — (3) — — — 6,851 Total $ 16,654 $ — $ (3) $ — $ — $ — $ 16,651 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 three months ended March 31, 2020 and 2019. (a) 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) 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 March 31, 2020, the excess of the Company's investment over its proportionate share of Intelligenta's net assets was $9.8 million. The difference represents goodwill and is not being amortized. (b) 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 in the year ended December 31, 2019. 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 March 31, 2020, the Company accounts for Glory as an equity method investment. The Company has advanced $0.4 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 $7.3 million, the sum of its investment and advances. As of March 31, 2020, the excess of the Company’s investment over its proportionate share of Glory’s net assets was $7.1 million. The difference primarily represents an amortizing intangible asset. The following table summarizes the income statement information of Glory for the three months ended March 31, 2020 (in thousands): Revenue $ 1 Gross profit (4) Net loss from operations (10) Net loss (9) Net loss attributable to Glory (5) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Leases | Note 11. Leases As of March 31, 2020, the Company's operating lease right of use assets and operating lease liabilities are $6.1 million and $7.3 million, respectively. The weighted-average remaining lease term is 5.8 years and the weighted-average discount rate is 7.5%. As of December 31, 2019, the Company's operating right of use assets and operating lease liabilities were $6.9 million and $7.3 million, respectively. As of March 31, 2019, the weighted-average remaining lease term was 3.8 years and the weighted-average discount rate was 7.25%. The following table summarizes the components of lease expense (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Operating lease cost $ 487 $ 602 Short-term lease cost 85 15 Sublease income (32) — Total $ 540 $ 617 The following table summarizes supplemental information related to leases (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 553 $ 259 Right of use assets obtained in exchange for new operating lease liabilities 322 — The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property Years ending December 31 Costs 2020 $ 1,345 2021 1,435 2022 1,423 2023 1,474 2024 1,504 2025 and thereafter 1,874 Total lease payments 9,055 Less: Interest (1,756) Total $ 7,299 In the three months ended March 31, 2020 the Company ceased to use the premises underlying one lease and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $0.9 million. In the three months ending June 30, 2020, the Company completed negotiations with the landlord to settle the remaining operating lease liability of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which is due and payable on December 31, 2020. The Company will record a gain of $0.8 million for the extinguishment of the operating lease liability in the three months ending June 30, 2020. The above table summarizing the maturity of operating lease liabilities does not encompass the settlement of the above mentioned lease liability as it had not been completed as of March 31, 2020. |
Promissory Notes
Promissory Notes | 3 Months Ended |
Mar. 31, 2020 | |
Promissory Notes | |
Promissory Notes | Note 12. Promissory Notes The following table summarizes the outstanding promissory notes as of March 31, 2020 and December 31, 2019 (dollars in thousands): March 31, December 31, 2020 2019 Principal Carrying Principal Carrying Interest Rate Amount Amount* Amount Amount* Maturity Date Convertible Note-Mr. McMahon (Note 13 (a)) 4.0% $ 3,000 $ 3,290 $ 3,000 $ 3,260 December 31, 2022 Convertible Note -SSSIG (Note 14 (a)) 4.0% 1,252 1,313 1,252 1,301 February 8, 2020, in process of renewal Convertible Note-SSSIG (Note 14 (a)) 4.0% 250 253 250 250 November 25 2020 Convertible Note-Advantech (a) 8.0% 12,000 5,120 12,000 3,193 June 28, 2021 Senior Secured Convertible Note (b) 10.0% 850 542 850 348 August 22, 2020 Senior Secured Convertible Note (c) 10.0% 3,580 2,250 3,580 1,896 March 27, 2021 Senior Secured Convertible Note (d) 4.0% 5,000 3,223 3,000 1,405 December 2020 Promissory Note (e) 6.0% 3,000 3,045 3,000 3,000 November 2020 Total $ 28,932 19,036 $ 26,932 14,653 Less: Current portion 10,626 8,013 Long-term Note, less current portion $ 8,410 $ 6,640 *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 March 31, 2020 (in thousands): Principal Interest 2020 $ 9,100 $ 9,658 2021 19,832 4,415 Total $ 28,932 $ 14,073 As of March 31, 2020 and December 31, 2019, the Company was in compliance with all ratios and covenants. (a) $12.0 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 “Advantech Note.”) The Advantech Note bears interest at a rate of 8.0% and matures on June 28, 2021, and is convertible into the shares of the Company’s common stock at a stated conversion price, subject to adjustment if subsequent equity shares have a lower conversion price (“down round provision.”) The stated conversion price was initially $1.82 per share, which was subsequently reset to $1.00 in October 2019 due to the down round provision and subsequent equity issuances at $1.00. The Company received aggregate gross proceeds of $12.0 million, net of $34,133 for the issuance expenses paid by Advantech. Down Round Price Adjustment on October 30, 2019 As a result of the additional financing on October 30, 2019, the conversion price of the Advantech Note was reduced from $1.84 to $1.00. The initial difference between the conversion price and the fair value of the common stock on the commitment date resulted in a beneficial conversion feature (“BCF”) recorded of $1.4 million and increased by $10.6 million due to the down round provision adjustment in October 2019. For the three months ended March 31, 2020 and 2019, total interest expense recognized was $1.9 million and $0.4 million, respectively. The carrying amounts as of March 31, 2020 and December 31, 2019 are reflected net of discounts of $3.4 million and $1.8 million, respectively, associated with the BCF of the Advantech Note. This amount is being amortized based on the effective interest 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 conditions of the convertible note offering. (b) $2.05 Million Senior Secured Convertible Debenture due in August 2020 - ID Venturas 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 February IDV 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, (3) 1.2 million shares of common stock of the Company; and (4) a warrant exercisable for 1.6 million shares of common stock which the February IDV Note is convertible into at an exercise price of $1.00 (original $1.84) per share and will expire in 7 years, which was extended from 5 years. 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 the February IDV Note, common shares and warrants based on their relative fair values in accordance with ASC 470, Debt (“ASC 470.”) The fair value of the February IDV Note and common shares was based on the closing price of the Company’s common stock 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 fair value of the warrants was recorded as additional paid-in capital and a corresponding discount on the carrying amount of the February IDV Note. The Company recognized a BCF of $0.6 million as an increase in additional paid-in capital and corresponding discount on the carrying amount of the February IDV Note, which was the fair value of the common shares at the commitment date for the February IDV Note, less the effective conversion price. Interest on the February IDV Note is payable quarterly starting from April 1, 2019. The February IDV Note is redeemable at the option of the Company in whole at an initial redemption price of the principal amount of the February IDV Note plus additional warrants and accrued and unpaid interest to the date of redemption. 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 February IDV Note was collateralized by the Company’s equity interest in Grapevine and the Company had the right to request the removal of the guarantee and collateral by the 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 common shares in exchange for the removal of collateral was treated as a modification of the February IDV Note pursuant to the guidance of ASC 470. The Company concluded that the February IDV Note qualified for debt extinguishment as the 10.0% cash flow test was met. As a result, the carrying amount of $0.8 million of the February IDV Note was written off and the amended note was recorded at its fair value of $1.7 million. The Company recognized a non-cash loss on extinguishment of debt in the amount of $1.2 million and the intrinsic value of reacquisition of BCF is zero as of September 27, 2019. Down Round Price Adjustment on October 30, 2019 As a result of the additional financing on October 30, 2019, the Company entered into a letter agreement with IDV pursuant to which the Company agreed to reduce the conversion price of the February IDV Note and the exercise price of the warrants from $1.84 to $1.00. The Company recognized $1.4 million of remeasured BCF as an increase in additional paid- in capital and a corresponding discount on the carrying amount of the February IDV 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: expected life of 5 years, expected dividend rate of 0%, volatility of 112.0%, and an interest rate of 2.48%. This resulted in a BCF of $1.4 million. Conversion During the three months ended December 31, 2019, $1.2 million of the February IDV Note, 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 expense of $1.0 million with a corresponding adjustment to debt discount. The discounts on the February IDV Note for the warrants and BCF are being amortized to interest expense, using the effective interest method, over the term of the February IDV Note. As of March 31, 2020, and December 31, 2019, the carrying amount is reflected net of discounts of $0.5 million and $0.6 million, respectively. Total interest expense recognized was $0.2 million and $0.3 million for the three months ended March 31, 2020 and 2019, respectively. (c) $3.58 Million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7 On September 27, 2019, the Company executed a security purchase agreement with IDV (“IDV September Agreement”), whereby the Company issued $2.5 million of senior secured convertible note in September (“September IDV Note”) and issued an additional $1.1 million of secured convertible notes subsequently based on additional investment rights in the IDV September Agreement. The September IDV Notes bear 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 mature on March 27, 2021. 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, (3) 1.5 million shares of common stock of the Company, and (4) a warrant exercisable for 4.7 million shares of common stock at an exercise price of $1.00 (original $1.84) per share and will expire in 7 years, which was extended from 5 years. 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 the September IDV Note, common shares and warrants based on their relative fair values in accordance with ASC 470. The fair value of the September IDV Note and common shares was based on the closing price of the common stock 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 fair value of the warrants was recorded as additional paid-in capital and corresponding discount on the carrying amount of the September IDV Note. The Company recognized a BCF as a discount on September IDV Note at its intrinsic value, which was the fair value of the common shares at the commitment date, less the effective conversion price. The Company recognized $1.3 million of BCF in total as an increase in additional paid-in capital and corresponding discount on the carrying amount of the September IDV Note. The September IDV Note is redeemable at the option of the Company in whole at an initial redemption price of the principal amount of the September IDV 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 September IDV Note is collateralized by the Company’s equity interest in DBOT. 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 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 the February IDV Note and the September IDV Note due to the lower conversion price and exercise price agreed in the additional issuance in October, 2019. The Company recognized $0.2 million of remeasured BCF as an increase in additional paid-in capital and corresponding discount on the carrying amount of the September IDV Note and $0.1 million of deemed dividend on warrant repricing for the difference between the fair value of the unadjusted warrants and adjusted warrants. The discount on the September IDV Note for the warrants and BCF are being amortized to interest expense, using the effective interest method, over the term of the September IDV Note. As of March 31, 2020 and December 31, 2019, the carrying amount is reflected net of discounts of $2.2 million and $1.8 million, respectively. Total interest expense recognized was $0.4 million for the three months ended March 31, 2020. Additional Issuance for No Additional Consideration - Consent of IDV for Subsequent Financing with YA II PN 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 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 $1.00 with a 7 year term in the form of prior warrants issued to IDV; and (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 the September IDV Note pursuant to the guidance of ASC 470. The Company concluded that the September IDV Note qualified for debt extinguishment as the 10.0% cash flow test was met. As a result, the carrying amount of $0.4 million of the September IDV Note was written off and the amended note was recorded at its fair value of $2.2 million along with a BCF at intrinsic value of $0.5 million. The Company measured and recognized the intrinsic value of the BCF at its 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. In addition, the Company recognized a deemed dividend of $0.5 million for the extension of exercise period for all applicable warrants issued to IDV. (d) 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 0.7 million 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 in December 2020 and accrues interest at an 4.0% interest rate. YA II PN also received: (1) 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 (2) 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 the Convertible Debentures, common shares and warrants based on their relative fair values in accordance with ASC 470. The fair value of the Convertible Debentures and common shares was based on the closing price of the common stock 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 fair value of the warrants was recorded as additional paid-in capital and a corresponding discount on the carrying amount of the Convertible Debentures. There was no BCF because its intrinsic value is zero since the stock price of the common shares at the commitment date for the Convertible Debentures is greater than the effective conversion price. The Convertible Debentures are redeemable at the option of the Company in whole or in part at an initial redemption price of the principal amount of the Convertible Debentures plus a redemption premium equal to 15% of the amount being redeemed and accrued and unpaid interest to the date of redemption. The security purchase agreement contains customary representations, warranties and covenants. The discounts on the Convertible Debentures for the warrants and BCF are being amortized to interest expense, using the effective interest method, over the term of the Convertible Debentures. As of March 31, 2020 and December 31, 2019, the carrying amount is reflected net of discounts of $3.2 million and $1.0 million, respectively. Total interest expense recognized was $0.5 million for the three months ended March 31, 2020. (e) $3.0 Million Promissory Note due in November 2020 – New Castle County On November 25, 2015, DBOT, the subsidiary which the Company acquired in 2019, 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 “New Castle County Notes”). The New Castle County Notes bear interest at a rate of 6.0%, and mature on November 25, 2020. For the three months ended March 31, 2020, the Company recorded interest expense of $0.5 million 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, Convertib
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | |
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | Note 13. Stockholders’ Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest Convertible Preferred Stock The Board of Directors has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of March 31, 2020 and December 31, 2019, 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. Redeemable Non-controlling Interest The Company and Qingdao Chengyang Xinyang Investment Company Limited (“Qingdao”) formed a joint venture Qingdao Chengyang Mobo New Energy Vehicle Sales Service Company Limited (“JV”). Qingdao entered into a capital subscription agreement for a total of RMB 200.0 million ($28.0 million), and made the first capital contribution of RMB 50.0 million in the three months ended March 31, 2020. The remaining RMB150.0 million ($21.0 million) are payable in three installments of RMB 50.0 million ($7.0 million) upon the JV attaining certain revenue or market value benchmarks. The investment agreement stipulates that the JV must pay Qingdao dividends at the rate of 6.0%. After one year, Qingdao may sell its investment to an institutional investor, and after three years may redeem its investment for the face amount plus 6.0% interest less dividends paid. The redemption feature is neither mandatory nor certain. Due to the redemption feature, the Company has classified the investment outside of permanent equity. The following table summarizes activity for the redeemable non-controlling interest for the three months ended March 31, 2020 (in thousands): January 1, 2020 $ — Initial investment 7,047 Accretion of dividend 106 Loss attributable to non-controlling interest (80) Adjustment to redemption value 80 March 31, 2020 $ 7,153 Common Stock The Board of Directors has authorized 1,500 million shares of common stock, $0.001 par value. 2020 Equity Transactions Refer to Note 12 for information related to issuance of commons stock with convertible notes, Note 15 for information related to the issuance to common stock for warrant exercise, and Note 6(c) for the information related to the issuance of common stock for DBOT contingent consideration. 2019 Equity Transactions Refer to Note 9 for information related to the issuance of common stock for assets and Note 12 for information related to the issuance of common stock in connection with convertible notes, and Note 6 for information related to the issuance of common stock for acquisitions. On March 5, 2019 the Company entered into an agreement to acquire a company based in Malaysia, and placed 25.5 million common shares into an escrow account. The agreement was terminated in July 2019 and the comman shares removed from escros. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 14. Related Party Transactions (a) Convertible Note $3.0 Million Convertible Note with Mr. Shane McMahon (“Mr. McMahon”) On May 10, 2012, Mr. McMahon, the Company’s 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). The last amendment was made on May 9, 2020, and extended the maturity date to December 31, 2021. The accumulated interest payable as of March 31, 2020 and December 31, 2019 was $0.3 million and $0.3 million, respectively. For the three months ended March 31, 2020 and 2019, the Company recorded interest expense of $29,589 and $29,589 related to the Note. The Company did not pay such interest to Mr. McMahon in the three months ended March 31, 2020 and 2019. $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 March 31, 2020, 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 three months ended March 31, 2020 and 2019, the Company recorded interest expense of $10,617 and $12,489 , respectively,related to the Note. The Company has not paid the interest on this note. $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 $1.0 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 March 31, 2020, the Company received $0.25 million from SSSIG. For the three months ended March 31, 2020, the Company recorded interest expense of $3,493. The Company has not paid the interest on this note. (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, Nonmonetary Transactions . · 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, R evenue from Contracts with Customers, 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. Impairment loss 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. (c) 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. (d) Borrowing from Dr. Wu. and his affiliates In the three months ended March 31, 2020, the Company’s net borrowings from Dr. Wu and his affiliates decreased by $2.5 million due to repayments. The Company recorded these borrowings in “Amount due to related parties” in its consolidated balance sheet as of March 31, 2020. These borrowings bear no interest. (e) 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 recorded the first installment $0.5 million on the “Other Non-Current Assets” since the share transfer registration is not completed yet. (f) Borrowing from Beijing Financial Holdings Limited The Company recorded the borrowings of $ 0.4 million in “Amount due to related parties” in its consolidated balance sheet as of March 31, 2020, and $ 0.7 million in “Other current liabilities” in its consolidated balance sheet as of December 31, 2019. Effective January 1, 2020, Beijing Financials Holding limited is considered a related party because MHTL is intended to act as a trustee over 10,000 common shares of MEG to effect a share-based compensation plan and has the same owner of Beijing Financial Holdings Limited. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-Based Compensation | |
Share-Based Compensation | Note 15. Share-Based Compensation As of March 31, 2020, the Company had 13.3 million options, 0.1 million restricted shares and 8.0 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, the Company’s 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 March 31, 2020, the maximum aggregate number of shares of common stock that may be issued under the 2010 Plan increased from 4.0 million shares to 31.5 million shares. As of March 31, 2020, options available for issuance are 15.8 million shares. For the three months ended March 31, 2020 and 2019, total share-based payments expense was $2.2 million and $0.2 million, respectively. (a) The following table summarizes stock option activity for the three months ended March 31, 2020: Weighted Weighted Average Average Remaining Aggregated Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2020 14,936,726 $ 2.13 8.48 $ — Granted — — — — Exercised — — — — Expired (711,583) 1.95 — — Forfeited (897,917) 1.98 — — Outstanding at March 31, 2020 13,327,226 2.15 8.17 — Vested and expected to be vested as of March 31, 2020 13,327,226 2.15 8.17 — Options exercisable at March 31, 2020 (vested) 7,930,354 2.26 7.67 — As of March 31, 2020, $8.1 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 0.9 years. The total fair value of shares vested in the three months ended March 31, 2020 and 2019 was $2.2 million and $6,312 respectively. Cash received from options exercised in the three months ended March 31, 2020 and 2019 $0 and $0, respectively. There were no options granted in the three months ended March 31, 2020. (b) 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 and the weighted average exercise price was $1.10 and the weighted average remaining life was 6 years. Refer to Note 12 for additional information on promissory notes. March 31, 2020 December 31, 2019 Number of Number of Warrants Warrants Outstanding and Outstanding and Exercise Expiration Warrants Outstanding Exercisable Exercisable Price Date $2.05 million IDV 1,671,196 1,671,196 1.00 2/22/2026 $3.58 million IDV 4,658,043 4,658,043 1.00 9/27/2026 $5.0 million YA II PN 1,666,667 1,666,667 1.50 12/13/2024 $5.0 million YA II PN* — 1,000,000 1.00 12/31/2020 7,995,906 8,995,906 * Ya II PN exercised 1,000,000 warrants on March 31, 2020 and the Company received $1.0 million proceeds. (c) The following table summarizes the unvested restricted shares as follows: Weighted-average Shares fair value Non-vested restricted shares outstanding at January 1, 2020 55,086 $ 2.38 Granted — — Forfeited — — Vested — — Non-vested restricted shares outstanding at March 31, 2020 55,086 2.38 As of March 31, 2020 , there was $0 of unrecognized compensation cost related to unvested restricted shares. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings (Loss) Per Common Share | |
Earnings (Loss) Per Common Share | Note 16. Earnings (Loss) Per Common Share The following table summarizes the Company’s earnings (loss) per share for the three months ended March 31, 2020 and 2019 (USD in thousands, except per share amounts): Three Months Ended March 31, March 31, 2020 2019 Net earnings (loss) attributable to common stockholders $ (12,348) $ 19,927 Interest expense attributable to convertible promissory notes — 738 Net earnings (loss) assuming dilution $ (12,348) $ 20,665 Basic weighted average common shares outstanding 157,859,642 105,345,673 Effect of dilutive securities Convertible preferred shares- Series A — 933,333 Convertible promissory notes — 10,022,230 Diluted potential common shares 157,859,642 116,301,236 Earnings (loss) per share: Basic $ (0.08) $ 0.19 Diluted $ (0.08) $ 0.18 Basic earnings (loss) per common share attributable to the Company’s shareholders is calculated by dividing the net loss attributable to the Company’s shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings (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 the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive. (in thousands) March 31, December 31, 2020 2019 Warrants 7,996 8,996 Options and RSUs 13,382 14,938 Series A Preferred Stock 933 933 DBOT contingent shares 818 8,501 Convertible promissory note and interest 24,218 21,678 Total 47,347 55,046 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 17. Income Taxes As of March 31, 2020, the Company had $87.5 million of the U.S domestic cumulative tax loss carryforwards and $29.7 million of the foreign cumulative tax loss carryforwards, which may be available to reduce future income tax liabilities in certain jurisdictions. No U.S. tax loss carry forwards expire after 2017 based on new tax law. These PRC tax loss carryforwards will expire beginning year 2020 to year 2024. During the three months ended March 31, 2020 income tax expense is nil because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuations allowance. Company had established a 100% valuation allowance against its net deferred tax assets due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized. During the three months ended March 31, 2019, the Company recorded an income tax benefit of $0.1 million which consisted of a $4.7 million expense related to current operations and a $4.8 million benefit from a reduction in the beginning of the year deferred tax valuation allowance. This resulted in an effective tax rate of (1%). The effective tax rate for the three months ended March 31, 2019 differs from the U.S. statutory tax rate primarily due to the effect of taxes on foreign earnings, non-deductible expenses and the reduction in the beginning of the year deferred tax valuation allowance. There was no identified unrecognized tax benefit as of March 31, 2020 and 2019. |
Contingencies and Commitments
Contingencies and Commitments | 3 Months Ended |
Mar. 31, 2020 | |
Contingencies and Commitments | |
Contingencies and Commitments | Note 18. 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 | 3 Months Ended |
Mar. 31, 2020 | |
Concentration, Credit and Other Risks | |
Concentration, Credit and Other Risks | Note 19. Concentration, Credit and Other Risks (a) The EV industry is relatively new in China, and the PRC government has not adopted a clear regulatory framework to regulate the industry. Therefore, there is some degree of uncertainty regarding the regulatory requirements of the PRC government in the EV industry. If the PRC government enacts new laws and regulations, or adopt new interpretations or policies with respect to the current laws and regulations, that require licenses or permits for the operation of the company’s existing or future businesses, the Company cannot ensure that it has all the permits or licenses required for its EV business or that the Company will be able to obtain or maintain permits or licenses in a timely manner. 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) Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash and accounts receivable. As of March 31, 2020,and December 31, 2019, the Company’s cash was held by financial institutions (located in the PRC, Hong Kong, the United States, Malaysia 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. (c) 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. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | Note 20. 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 (in thousands): March 31, 2020 Level I Level II Level III Total Acquisition earn-out liability 1 $ — $ — $ 1,096 $ 1,096 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 March 31, 2020 as disclosed in Note 6(c). The fair value of the acquisition earn-out liability as of March 31, 2020 and December 31, 2019 was valued using the Black-Scholes Merton method. The following table summarizes the significant inputs and assumptions used in the model: March 31, 2020 December 31, 2019 Risk-free interest rate 0.1 % 1.6 % Expected volatility 30 % 30 % Expected term 0.08years 0.25 years Expected dividend yield 0 % 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 (in thousands): Acquisition Earn-out Liability January 1, 2020 $ 7,311 Settlement (6,747) Remeasurement (loss)/gain recognized in the income statement 532 March 31, 2020 $ 1,096 The acquisition of Tree Technologies also resulted in an acquisition earn-out liability, initially recorded as $17.3 million and subsequently revised to $15.5 million upon the completion of acquisition accounting. As the business case upon which the acquisition earn-out liability was determined assumes that manufacturing and distribution commences in July, 2020, as of yet there have been no changes in conditions which would cause the remeasurement of this liability. Refer to Note 6(a) for additional information. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 21. Subsequent Events Standby Equity Distribution Agreement On April 3, 2020, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). Pursuant to the SEDA, the Company will be able to sell up to $50.0 million of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. The shares would be purchased at 90% of the market price, which is defined as the lowest daily volume weighted average price of the Company’s common stock during the 5 consecutive trading days commencing on the trading day immediately following the Company’s delivery of an advance notice to YA, and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. Pursuant to the SEDA, the Company shall use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. The Company did not pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction, except for a commitment fee equivalent to 1.0 million shares of Ideanomics’ common stock to be issued and offered to a subsidiary of YA, and which shares are also registered pursuant to the Company’s effective shelf registration statement on Form S-3, File No. 333- 237251. Small Business Association Paycheck Protection Program On April 10, 2020 the Company borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan is payable in 18 installments of $18,993 commencing on November 10, 2020, with a final payment due on April 10, 2022. The Company may apply for forgiveness of this loan in an amount equal to the sum of the following costs incurred in the eight weeks following the disbursement of the loan: (1) payroll costs, (2) interest on a covered mortgage obligation, (3) payment on a covered rent obligation, and (4) any covered utility payment. On May 1, 2020 Grapevin borrowed $0.1 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan is payable in 18 installments of approximately $7,000 commencing on December 1, 2020 , with a final payment due on May 1, 2022 . The Company may apply for forgiveness of this loan in an amount equal to the sum of the following costs incurred in the eight weeks following the disbursement of the loan: (1) payroll costs, (2) interest on a covered mortgage obligation, (3) payment on a covered rent obligation, and (4) any covered utility payment. Cautionary Note Regarding Forward Looking Statements This Form 10‑Q contains “forward-looking” statements that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as "may", "will", "expect", "anticipate", "estimate", "believe", "continue", or other similar words. You should read statements that contain these words carefully because they discuss the Company's future expectations, contain projections of the Company's future results of operations or financial condition or state other "forward-looking" information. The Company believes that it is important to communicate its future expectations to its investors. However, these forward-looking statements are not guarantees of future performance and actual results may differ materially from the expectations that are expressed, implied or forecasted in any such forward-looking statements. There may be events in the future that we are unable to accurately predict or control, including weather conditions and other natural disasters which may affect demand for the Company's products, and the product-development and marketing efforts of its competitors. Examples of these events are more fully described in the Company’s 2019 Form 10-K under Part I. Item 1A. Risk Factors. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents the Company files from time to time with the SEC, particularly its Quarterly Reports on Form 10‑Q, Annual Report on Form 10‑K, Current Reports on Form 8‑K and all amendments to those reports. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Nature of Operations and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 16, 2020 (“2019 Form 10-K.”) |
Use of Estimates | 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, management evaluates the Company's estimates, including those related to the bad debt allowance, variable considerations, fair values of financial instruments, intangible assets (including digital currencies) 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 values of assets and liabilities. |
Significant Accounting Policies | Significant Accounting Policies For a detailed discussion about Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in Company’s 2019 Form 10-K. During the three months ended March 31, 2020, there were no significant changes made to Ideanomics’ significant accounting policies. |
Effects of COVID 19 | Effects of COVID 19 In the three months ended March 31, 2020, the Company commenced the process of formulating and implementing a share-based compensation plan whereby key employees and certain consultants of its MEG business unit and wholly-owned subsidiary will benefit. As one component of this process, the Company has initially transferred 10,000 common shares of MEG, representing 20.0% of the overall outstanding common shares, to a third-party who is intended to act as a trustee over these shares for a nominal amount. It is the Company’s intent that this arrangement would be structured in a manner similar to other trusts used to effect share-based compensation plans, and would qualify as a VIE and consequently be consolidated. However, the disruption caused by the COVID-19 virus, particularly in China, where many of the Company’s personnel and business advisors are located, has delayed the Company’s efforts to implement this share-based compensation plan. The Company’s ability to interact with personnel and business advisors was adversely impacted by temporary office closures, with personnel working remotely, and travel restrictions which prevented the Company from obtaining original signatures on documents, as is the prevailing Chinese custom, on various documents. The Company anticipates that, with travel restrictions currently lifted in China, it will complete the formation and implementation of the share-based compensation scheme by June 30, 2020. At that point, the Company will provide a full accounting of the share-based compensation plan, which, as it is expected to be consolidated, would have no material effect on its consolidated financial statements. The transfer of the MEG shares to a third-party is not believed to be substantive, and had the Company given accounting treatment to the transfer without consideration of the overall share-based compensation plan, the accounting effect would have been a reclass between additional paid-in capital and non-controlling interest within the consolidated statement of equity. However, to record this entry in isolation would not be representative of the arrangement when fully consummated, as it is anticipated that the MEG shares would be consolidated at that point in time. As of March 31, 2020, no share-based awards had been granted to employees or consultants. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue | |
Schedule of revenues disaggregated by revenue source, geography and timing of revenue recognition | The following table summarizes the Company's revenues disaggregated by revenue source, geography (based on the Company's business locations), and timing of revenue recognition (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Geographic Markets Malaysia $ 3 $ - USA 323 26,946 China 52 - Total $ 378 $ 26,946 Product or Service Digital asset management services $ — $ 26,600 Digital advertising services and other 323 346 Electric vehicles 55 — Total $ 378 $ 26,946 Timing of Revenue Recognition Products transferred at a point in time $ 378 $ 346 Services provided over time — 26,600 Total $ 378 $ 26,946 * The EV revenues for the current quarter were recorded on an Agency (Net) basis because the Company acted as an agent rather than principal in these transactions. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tree Technologies | |
Business Acquisition [Line Items] | |
Schedule of assets acquired and liabilities assumed | Land use rights $ 27,140 Accounts payable (743) Noncontrolling interest (15,583) Goodwill 803 Marketing and distribution agreement 12,590 $ 24,207 |
DBOT | |
Business Acquisition [Line Items] | |
Schedule of assets acquired and liabilities assumed | Cash $ 247 Other financial assets 1,686 Financial liabilities (4,411) Noncontrolling interest (105) Goodwill 9,324 Intangible asset – continuing membership agreement 8,255 Intangible asset – customer list 59 $ 15,055 |
Schedule of consolidated statement of operations on proforma basis | March 31, 2019 Revenue $ 27,023 Net income attributable to IDEX common shareholders 19,480 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounts Receivable | |
Schedule of Mobile Energy Group (formerly Wecast Services) business accounts receivable | The following table summarizes the Company’s accounts receivable (in thousands): March 31, December 31, 2020 2019 Accounts receivable, gross $ 1,833 $ 2,405 Less: allowance for doubtful accounts — — Accounts receivable, net $ 1,833 $ 2,405 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment, net | |
Schedule of property and equipment | March 31, December 31, 2020 2019 Furniture and office equipment $ 462 $ 441 Vehicle 61 62 Leasehold improvements 212 243 Total property and equipment 735 746 Less: accumulated depreciation (381) (368) Property and equipment, net 355 378 Fintech Village Land 3,043 3,043 Building 309 309 Assets retirement obligations – environmental remediation 6,496 6,496 Capitalized direct development cost 2,714 2,713 Construction in progress (Fintech Village) 12,562 12,561 Property and Equipment, net $ 12,916 $ 12,939 |
Schedule of asset retirement obligation | January 1, Liabilities Remediation Accretion March 31, 2020 Incurred Performed Expense Revisions 2020 Asset retirement obligation $ $ — $ — $ — $ — $ 5,094 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets | |
Schedule of changes in carrying amount of goodwill | Balance as of January 1, 2019 $ 705 Acquisitions 22,639 Balance as of December 31, 2019 23,344 Measurement period adjustments (12,513) Effect of change in foreign currency exchange rates (42) Balance as of March 31, 2020 $ 10,789 |
Schedule of amortizing and indefinite lived intangible assets | March 31, 2020 December 31, 2019 Weighted Gross Gross Average Remaining Carrying Accumulated Impairment Net Carrying Accumulated Impairment Net Useful Life Amount Amortization Loss Balance Amount Amortization Loss Balance Amortizing Intangible Assets Software and licenses — $ 97 $ (97) $ — $ - $ 97 $ (97) $ — $ - Solid Opinion IP (a) 3.9 4,655 (1,009) — 3,646 4,655 (776) — 3,879 Fintalk intangible assets (b) - 635 (635) — 635 (635) — - Influencer network (c) 8.4 1,980 (314) — 1,666 1,980 (264) — 1,716 Customer contract (c) 1.4 500 (264) — 236 500 (222) — 278 Continuing membership agreement (d) 19.3 8,255 (310) — 7,945 8,255 (206) — 8,049 Customer list 2.3 59 (15) — 44 59 (10) — 49 Trade name (c) 13.4 110 (12) — 98 110 (10) — 100 Technology platform (c) 5.4 290 (66) — 224 290 (55) — 235 Land use rights (e) 99 25,739 — — 25,739 27,079 — — 27,079 Marketing and distribution agreement (e) 20 11,944 — — 11,944 11,333 — — 11,333 Total 54,264 (2,722) — 51,542 54,993 (2,275) — 52,718 Indefinite lived intangible assets Website name 25 — — 25 25 — — 25 Patent 28 — — 28 28 — — 28 Total $ 54,317 $ (2,722) $ — $ 51,595 $ 55,046 $ (2,275) $ — $ 52,771 (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 were released in April 2020. (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). (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. |
Schedule of amortization expense | Amortization to be Years ending December 31, recognized 2020 (excluding the three months ended March 31, 2020) $ 1,761 2021 2,578 2022 2,457 2023 2,448 2024 1,672 2025 and thereafter 40,626 Total $ 51,542 |
Long-term Investments (Tables)
Long-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |
Schedule of long-term investments | March 31, December 31, 2020 2019 Non-marketable equity investments $ 5,967 $ 5,967 Equity method investments 16,651 16,654 Total $ 22,618 $ 22,621 |
Schedule of long term investment under equity method | March 31, 2020 Income (loss) Foreign currency January 1, on Impairment translation March 31, 2020 Addition investment losses Disposal adjustments 2020 BDCG (a) $ 9,800 $ — $ — $ — $ — $ — $ 9,800 Glory (b) 6,854 — (3) — — — 6,851 Total $ 16,654 $ — $ (3) $ — $ — $ — $ 16,651 |
Glory | |
Schedule of Equity Method Investments [Line Items] | |
Schedule Of income statement information | Revenue $ 1 Gross profit (4) Net loss from operations (10) Net loss (9) Net loss attributable to Glory (5) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Schedule of components of lease expense | The following table summarizes the components of lease expense (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Operating lease cost $ 487 $ 602 Short-term lease cost 85 15 Sublease income (32) — Total $ 540 $ 617 The following table summarizes supplemental information related to leases (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 553 $ 259 Right of use assets obtained in exchange for new operating lease liabilities 322 — |
Schedule of maturity of operating lease liability | The following table summarizes the maturity of operating lease liabilities (in thousands): Leased Property Years ending December 31 Costs 2020 $ 1,345 2021 1,435 2022 1,423 2023 1,474 2024 1,504 2025 and thereafter 1,874 Total lease payments 9,055 Less: Interest (1,756) Total $ 7,299 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Promissory Notes | |
Schedule of of outstanding convertible notes | March 31, December 31, 2020 2019 Principal Carrying Principal Carrying Interest Rate Amount Amount* Amount Amount* Maturity Date Convertible Note-Mr. McMahon (Note 13 (a)) 4.0% $ 3,000 $ 3,290 $ 3,000 $ 3,260 December 31, 2022 Convertible Note -SSSIG (Note 14 (a)) 4.0% 1,252 1,313 1,252 1,301 February 8, 2020, in process of renewal Convertible Note-SSSIG (Note 14 (a)) 4.0% 250 253 250 250 November 25 2020 Convertible Note-Advantech (a) 8.0% 12,000 5,120 12,000 3,193 June 28, 2021 Senior Secured Convertible Note (b) 10.0% 850 542 850 348 August 22, 2020 Senior Secured Convertible Note (c) 10.0% 3,580 2,250 3,580 1,896 March 27, 2021 Senior Secured Convertible Note (d) 4.0% 5,000 3,223 3,000 1,405 December 2020 Promissory Note (e) 6.0% 3,000 3,045 3,000 3,000 November 2020 Total $ 28,932 19,036 $ 26,932 14,653 Less: Current portion 10,626 8,013 Long-term Note, less current portion $ 8,410 $ 6,640 |
Summary of Future maturities of long-term debt | Principal Interest 2020 $ 9,100 $ 9,658 2021 19,832 4,415 Total $ 28,932 $ 14,073 |
Stockholders' Equity, Convert_2
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | |
Summary of activity for the redeemable non-controlling interest | January 1, 2020 $ — Initial investment 7,047 Accretion of dividend 106 Loss attributable to non-controlling interest (80) Adjustment to redemption value 80 March 31, 2020 $ 7,153 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-Based Compensation | |
Schedule of stock option activity | Weighted Weighted Average Average Remaining Aggregated Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2020 14,936,726 $ 2.13 8.48 $ — Granted — — — — Exercised — — — — Expired (711,583) 1.95 — — Forfeited (897,917) 1.98 — — Outstanding at March 31, 2020 13,327,226 2.15 8.17 — Vested and expected to be vested as of March 31, 2020 13,327,226 2.15 8.17 — Options exercisable at March 31, 2020 (vested) 7,930,354 2.26 7.67 — |
Schedule of warrants outstanding and exercisable | March 31, 2020 December 31, 2019 Number of Number of Warrants Warrants Outstanding and Outstanding and Exercise Expiration Warrants Outstanding Exercisable Exercisable Price Date $2.05 million IDV 1,671,196 1,671,196 1.00 2/22/2026 $3.58 million IDV 4,658,043 4,658,043 1.00 9/27/2026 $5.0 million YA II PN 1,666,667 1,666,667 1.50 12/13/2024 $5.0 million YA II PN* — 1,000,000 1.00 12/31/2020 7,995,906 8,995,906 * Ya II PN exercised 1,000,000 warrants on March 31, 2020 and the Company received $1.0 million proceeds. |
Schedule of unvested restricted shares | Weighted-average Shares fair value Non-vested restricted shares outstanding at January 1, 2020 55,086 $ 2.38 Granted — — Forfeited — — Vested — — Non-vested restricted shares outstanding at March 31, 2020 55,086 2.38 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings (Loss) Per Common Share | |
Schedule of basic and diluted earnings (loss) per common share | Three Months Ended March 31, March 31, 2020 2019 Net earnings (loss) attributable to common stockholders $ (12,348) $ 19,927 Interest expense attributable to convertible promissory notes — 738 Net earnings (loss) assuming dilution $ (12,348) $ 20,665 Basic weighted average common shares outstanding 157,859,642 105,345,673 Effect of dilutive securities Convertible preferred shares- Series A — 933,333 Convertible promissory notes — 10,022,230 Diluted potential common shares 157,859,642 116,301,236 Earnings (loss) per share: Basic $ (0.08) $ 0.19 Diluted $ (0.08) $ 0.18 |
Schedule of computation of diluted loss per share | March 31, December 31, 2020 2019 Warrants 7,996 8,996 Options and RSUs 13,382 14,938 Series A Preferred Stock 933 933 DBOT contingent shares 818 8,501 Convertible promissory note and interest 24,218 21,678 Total 47,347 55,046 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Schedule of financial instruments measured at fair value on a recurring basis | March 31, 2020 Level I Level II Level III Total Acquisition earn-out liability 1 $ — $ — $ 1,096 $ 1,096 |
Summary of significant inputs and assumptions used | March 31, 2020 December 31, 2019 Risk-free interest rate 0.1 % 1.6 % Expected volatility 30 % 30 % Expected term 0.08years 0.25 years Expected dividend yield 0 % 0 % |
Summary of reconciliation of level 3 fair value measurements | Acquisition Earn-out Liability January 1, 2020 $ 7,311 Settlement (6,747) Remeasurement (loss)/gain recognized in the income statement 532 March 31, 2020 $ 1,096 |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2019 | |
Mobile Energy Group, Formerly We Cast Services [Member] | ||
Business Acquisition [Line Items] | ||
Number of common shares to be purchased pursuant to agreement | 10,000 | |
Percentage of equity ownership | 20.00% | |
DBOT | ||
Business Acquisition [Line Items] | ||
Percentage of equity ownership | 90.00% |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Going Concern And Managements Plans [Line Items] | ||||
Cash and cash equivalents | $ 5,914 | $ 2,633 | $ 2,012 | $ 3,106 |
Accumulated deficit | $ (260,829) | $ (248,481) |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 378 | $ 26,946 |
Geographic Markets | ||
Disaggregation of Revenue [Line Items] | ||
Total | 378 | 26,946 |
Geographic Markets | USA | ||
Disaggregation of Revenue [Line Items] | ||
Total | 323 | 26,946 |
Geographic Markets | PRC | ||
Disaggregation of Revenue [Line Items] | ||
Total | 52 | 0 |
Geographic Markets | Malaysia | ||
Disaggregation of Revenue [Line Items] | ||
Total | 3 | 0 |
Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total | 378 | 26,946 |
Segments | Digital asset management services | ||
Disaggregation of Revenue [Line Items] | ||
Total | 0 | 26,600 |
Segments | Electric Vehicles [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 55 | 0 |
Segments | Digital advertising services and other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 323 | 346 |
Timing of Revenue Recognition [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 378 | 26,946 |
Timing of Revenue Recognition [Member] | Products and services transferred at a point in time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 378 | 346 |
Timing of Revenue Recognition [Member] | Services provided over time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 0 | $ 26,600 |
VIE Structure and Arrangements
VIE Structure and Arrangements (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 19, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
VIE Structure and Arrangements | ||||
Total income tax expense (benefit) | $ 0 | $ (86) | ||
Gain on extinguishment of the operating lease liability | $ 800 | $ 2,700 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisition of Tree Technologies Sdn. Bhd. (Details) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 26, 2019USD ($)area$ / sharesshares | Jun. 30, 2019shares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Acquisitions and Divestitures | |||||
Number of common stock issued | shares | 0.6 | ||||
Fair value of assets acquired and liabilities | |||||
Goodwill | $ 10,789 | $ 23,344 | $ 705 | ||
Tree Technologies | |||||
Acquisitions and Divestitures | |||||
Percentage of voting equity interests acquired | 51.00% | ||||
Cash paid to acquire entity | $ 900 | ||||
Number of common stock issued | shares | 9.5 | ||||
Maximum earnout over three years | $ 32,000 | ||||
Preliminary fair value of earnout estimated | $ 15,500 | ||||
Share Price | $ / shares | $ 0.82 | ||||
Percentage of weighted average cost of capital | 15.00% | ||||
Number Of Acres Acquired | area | 250 | ||||
Fair value of assets acquired and liabilities | |||||
Land use rights | $ 27,140 | ||||
Accounts payable | (743) | ||||
Noncontrolling interest | (15,583) | ||||
Goodwill | 803 | ||||
Marketing and distribution agreement | 12,590 | ||||
Fair value of assets acquired and liabilities assumed | $ 24,207 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Acquisition of Grapevine Logic, Inc (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Sep. 04, 2018 | Jun. 30, 2019 | May 31, 2019 |
Acquisitions and Divestitures | |||
Number of common stock issued | 0.6 | ||
Non Controlling Interest Carrying Amount | $ 0.5 | ||
Change In Additional Paid In Capital | $ 1.1 | ||
Grapevine Logic, Inc. ("Grapevine") | |||
Acquisitions and Divestitures | |||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | ||
Grapevine Logic, Inc. ("Grapevine") | |||
Acquisitions and Divestitures | |||
Total purchase price paid | $ 2.4 | ||
Shares Issued, Price Per Share | $ 1.84 | ||
Percentage of ownership interest acquired | 65.70% | 34.30% | |
Grapevine Logic, Inc. ("Grapevine") | Fomalhaut Limited [Member] | |||
Acquisitions and Divestitures | |||
Percentage of ownership interest acquired | 34.40% |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Delaware Board of Trade Holdings, Inc. (Details) $ / shares in Units, shares in Millions | Mar. 31, 2019USD ($) | Jul. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2019shares | Apr. 30, 2019$ / sharesshares | Mar. 31, 2020USD ($)companyshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Acquisitions and Divestitures | |||||||
Number of common stock issued | shares | 0.6 | ||||||
Supplemental information on an unaudited pro forma basis | |||||||
Revenue | $ 378,000 | $ 26,946,000 | |||||
Net income (loss) attributable to IDEX common stockholders | $ (12,348,000) | $ 19,927,000 | |||||
DBOT | |||||||
Acquisitions and Divestitures | |||||||
Shares in DBOT | shares | 2.2 | 6.9 | |||||
Number of common stock issued | shares | 1.4 | 4.4 | 10.9 | ||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 2.11 | $ 2.11 | |||||
Percentage of voting equity interests acquired | 99.00% | 37.00% | |||||
Maximum Stock Price Consideration For Additional Shares | $ / shares | $ 2.11 | ||||||
Liability at Fair value | $ 2,200,000 | $ 1,100,000 | |||||
Liability Remeasured | $ 7,300,000 | ||||||
Loss on Remeasurement | 500,000 | 5,100,000 | |||||
Investment fair value | 3,100,000 | ||||||
Loss on investment | $ 3,200,000 | ||||||
Number Of Companies Operated By DBOT | company | 3 | ||||||
Supplemental information on an unaudited pro forma basis | |||||||
Revenue | $ 27,023 | $ 15,838 | $ 1,900,000 | ||||
Net income (loss) attributable to IDEX common stockholders | $ 19,480 | ||||||
Acquisition-date fair value of assets acquired and liabilities assumed | |||||||
Cash | $ 247 | ||||||
Other financial assets | 1,686 | ||||||
Financial liabilities | (4,411) | ||||||
Noncontrolling interest | (105) | ||||||
Goodwill | 9,324 | ||||||
Net assets assumed | $ 15,055 | ||||||
DBOT | Continuing Membership Agreements [Member] | |||||||
Acquisitions and Divestitures | |||||||
Useful Life | 20 years | ||||||
Acquisition-date fair value of assets acquired and liabilities assumed | |||||||
Intangible asset | $ 8,255 | ||||||
DBOT | Customer List [Member] | |||||||
Acquisitions and Divestitures | |||||||
Useful Life | 3 years | ||||||
Acquisition-date fair value of assets acquired and liabilities assumed | |||||||
Intangible asset | $ 59 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - 2019 Divestitures (Details) - USD ($) | Dec. 19, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | May 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of shares issued | 2,000,000 | ||||
Red Rock business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration for sale of subsidiary | $ 700,000 | ||||
Gain on disposal of subsidiary | $ 600,000 | $ 600,000 | |||
Amer Global Technology Limited [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Percentage of potential tax obligation | 20.00% | ||||
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 | |||||
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 |
Acquisitions and Divestitures_5
Acquisitions and Divestitures - Divestures (Details) - USD ($) shares in Millions, $ in Millions | Dec. 19, 2019 | Aug. 31, 2019 | Aug. 30, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 |
Acquisitions and Divestitures | |||||||
Number of shares issued | 2 | ||||||
Amer Global Technology Limited [Member] | |||||||
Acquisitions and Divestitures | |||||||
Ownership Interest In Disposal Goup | 10.00% | 10.00% | |||||
Diluted Ownership Interest In Disposal Group | 10.00% | 55.00% | |||||
Disposal Gain | $ 0.5 | $ 0.5 | |||||
Bad debt expense relating to receivable due to subsidiary | $ 0.6 | $ 0.6 | |||||
Gain On Disposal Attributable To Ownership Interest Retained | $ 0.1 | $ 0.1 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, gross | $ 1,833,000 | $ 2,405,000 | |
Less: allowance for doubtful accounts | 0 | 0 | |
Accounts receivable, net | 1,833,000 | 2,405,000 | |
Changes in the allowance for doubtful accounts | 0 | $ 0 | |
Guizhou Qianxi Green Environmentally Friendly Taxi Service Co | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Taxi Commission Revenue Receivables | $ 1,700,000 | $ 2,300,000 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property and Equipment net | ||
Total property and equipment | $ 735 | $ 746 |
Less: accumulated depreciation | (381) | (368) |
Property and equipment, net | 355 | 378 |
Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | 12,916 | 12,939 |
Furnitures and office equipment | ||
Property and Equipment net | ||
Total property and equipment | 462 | 441 |
Vehicle | ||
Property and Equipment net | ||
Total property and equipment | 61 | 62 |
Leasehold improvements | ||
Property and Equipment net | ||
Total property and equipment | 212 | 243 |
Land | Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | 3,043 | 3,043 |
Building | Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | 309 | 309 |
Assets retirement obligations - environmental remediation | Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | 6,496 | 6,496 |
Capitalized direct development cost | Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | 2,714 | 2,713 |
Construction in progress (Fintech Village) | Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | $ 12,562 | $ 12,561 |
Property and Equipment net - As
Property and Equipment net - Asset retirement obligation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Property and Equipment, net | |
Asset Retirement Obligation, Beginning Balance | $ 5,094 |
Liabilities Incurred | 0 |
Redediation performed | 0 |
Accretion Expense | 0 |
Revisions | 0 |
Asset Retirement Obligation, Ending Balance | $ 5,094 |
Property and Equipment net - Ad
Property and Equipment net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized cost related to the legal and architect costs | $ 2,700 | $ 2,700 | |
Operating expense | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 31,536 | $ 16,609 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Balance | $ 23,344 | $ 705 |
Acquisitions | 22,639 | |
Measurement period adjustments | (12,513) | |
Effect of change in foreign currency exchange rates | (42) | |
Balance | $ 10,789 | $ 23,344 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Amortizing and Indefinite lived intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Amortizing Intangible Assets | ||
Total amortization to be recognized | $ 51,542 | |
Indefinite lived intangible assets | ||
Gross Carry Amount | 54,264 | $ 54,993 |
Accumulated Amortization | (2,722) | (2,275) |
Impairment Loss | 0 | 0 |
Net Balance | 51,542 | 52,718 |
Total intangible assets | ||
Gross Carry Amount | 54,317 | 55,046 |
Accumulated Amortization | (2,722) | (2,275) |
Impairment Loss | 0 | 0 |
Net Balance | 51,595 | 52,771 |
Software and licenses | ||
Amortizing Intangible Assets | ||
Gross Carry Amount | 97 | 97 |
Accumulated Amortization | (97) | (97) |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | $ 0 | 0 |
SolidOpinion Ip | ||
Amortizing Intangible Assets | ||
Weighted Average Remaining Useful Life (in years) | 3 years 10 months 24 days | |
Gross Carry Amount | $ 4,655 | 4,655 |
Accumulated Amortization | (1,009) | (776) |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | 3,646 | 3,879 |
Fintalk Intangible Assets [Member] | ||
Amortizing Intangible Assets | ||
Gross Carry Amount | 635 | 635 |
Accumulated Amortization | (635) | (635) |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | $ 0 | 0 |
Influencer network | ||
Amortizing Intangible Assets | ||
Weighted Average Remaining Useful Life (in years) | 8 years 4 months 24 days | |
Gross Carry Amount | $ 1,980 | 1,980 |
Accumulated Amortization | (314) | (264) |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | $ 1,666 | 1,716 |
Customer contract | ||
Amortizing Intangible Assets | ||
Weighted Average Remaining Useful Life (in years) | 1 year 4 months 24 days | |
Gross Carry Amount | $ 500 | 500 |
Accumulated Amortization | (264) | (222) |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | $ 236 | 278 |
Continuing Membership Agreements [Member] | ||
Amortizing Intangible Assets | ||
Weighted Average Remaining Useful Life (in years) | 19 years 3 months 18 days | |
Gross Carry Amount | $ 8,255 | 8,255 |
Accumulated Amortization | (310) | (206) |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | $ 7,945 | 8,049 |
Customer Lists [Member] | ||
Amortizing Intangible Assets | ||
Weighted Average Remaining Useful Life (in years) | 2 years 3 months 18 days | |
Gross Carry Amount | $ 59 | 59 |
Accumulated Amortization | (15) | (10) |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | $ 44 | 49 |
Trade name | ||
Amortizing Intangible Assets | ||
Weighted Average Remaining Useful Life (in years) | 13 years 4 months 24 days | |
Gross Carry Amount | $ 110 | 110 |
Accumulated Amortization | (12) | (10) |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | $ 98 | 100 |
Technology platform | ||
Amortizing Intangible Assets | ||
Weighted Average Remaining Useful Life (in years) | 5 years 4 months 24 days | |
Gross Carry Amount | $ 290 | 290 |
Accumulated Amortization | (66) | (55) |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | $ 224 | 235 |
Land | ||
Amortizing Intangible Assets | ||
Weighted Average Remaining Useful Life (in years) | 99 years | |
Gross Carry Amount | $ 25,739 | 27,079 |
Accumulated Amortization | 0 | 0 |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | $ 25,739 | 27,079 |
Marketing and Distribution Agreement [Member] | ||
Amortizing Intangible Assets | ||
Weighted Average Remaining Useful Life (in years) | 20 years | |
Gross Carry Amount | $ 11,944 | 11,333 |
Accumulated Amortization | 0 | 0 |
Impairment Loss | 0 | 0 |
Total amortization to be recognized | 11,944 | 11,333 |
Website name | ||
Indefinite lived intangible assets | ||
Gross Carry Amount | 25 | 25 |
Accumulated Amortization | 0 | 0 |
Impairment Loss | 0 | 0 |
Net Balance | 25 | 25 |
Patent | ||
Indefinite lived intangible assets | ||
Gross Carry Amount | 28 | 28 |
Accumulated Amortization | 0 | 0 |
Impairment Loss | 0 | 0 |
Net Balance | $ 28 | $ 28 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Expected amortization expenses (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Goodwill and Intangible Assets | |
2020 (excluding the three months ended March 31, 2020) | $ 1,761 |
2021 | 2,578 |
2022 | 2,457 |
2023 | 2,448 |
2024 | 1,672 |
2025 and thereafter | 40,626 |
Total amortization to be recognized | $ 51,542 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | Feb. 19, 2020 | Dec. 26, 2019 | Jun. 01, 2019 | Sep. 04, 2018 | Oct. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | ||||||||||
Amortization expense relating to intangible assets | $ 0.4 | $ 0.2 | ||||||||
DBOT | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 90.00% | |||||||||
Finite-lived Intangible Assets Acquired | $ 8.3 | |||||||||
SolidOpinion, Inc ("SolidOpinion") | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total purchase price paid | 7.2 | |||||||||
Cash paid to acquire entity | $ 2.5 | |||||||||
Number of shares exchange | 0.5 | 4.5 | ||||||||
Fintalk | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total purchase price paid | $ 6.4 | $ 7 | ||||||||
Cash paid to acquire entity | 1 | 1 | ||||||||
Number of shares exchange | 2.9 | |||||||||
Value of capital stock issued | $ 5.4 | $ 6 | ||||||||
Impairment loss | $ 5.7 | |||||||||
Grapevine Logic, Inc. ("Grapevine") | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 65.70% | |||||||||
Total purchase price paid | $ 2.4 | |||||||||
Tree Technologies | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 51.00% | |||||||||
Cash paid to acquire entity | $ 0.9 |
Long-term Investments (Details)
Long-term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Long-term Investments | ||
Non-marketable equity investment | $ 5,967 | $ 5,967 |
Equity method investments | 16,651 | 16,654 |
Total | $ 22,618 | $ 22,621 |
Long-term Investments - Additio
Long-term Investments - Additional Information (Details) $ / shares in Units, shares in Millions | Dec. 19, 2019shares | Jun. 30, 2019shares | Apr. 24, 2018USD ($)$ / sharesshares | Mar. 31, 2020USD ($)item | Mar. 31, 2019USD ($) |
Long-term Investments | |||||
Impairment of equity method investments | $ 0 | $ 0 | |||
Purchase of shares | shares | 2 | ||||
Number of common stock issued | shares | 0.6 | ||||
Carrying amount of equity investment sold | 3,200,000 | ||||
Gain (loss) on the sale of equity investment | $ (3,000) | $ (280,000) | |||
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 | ||||
Share price of capital stock issued | $ / shares | $ 2.60 | ||||
Total purchase price paid | $ 9,800,000 | $ 9,800,000 |
Long-term Investments - Equity
Long-term Investments - Equity method investments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Schedule Of Equity Method Investment [Roll Forward] | ||
Beginning balance | $ 16,654,000 | |
Addiition | 0 | |
Income (loss) on investment | (3,000) | |
Impairment loss | 0 | $ 0 |
Foreign currency translation adjustments | 0 | |
Ending balance | 16,651,000 | |
BDCG | ||
Schedule Of Equity Method Investment [Roll Forward] | ||
Beginning balance | 9,800,000 | |
Addiition | 0 | |
Income (loss) on investment | 0 | |
Impairment loss | 0 | |
Foreign currency translation adjustments | 0 | |
Ending balance | 9,800,000 | |
Glory | ||
Schedule Of Equity Method Investment [Roll Forward] | ||
Beginning balance | 6,854,000 | |
Addiition | 0 | |
Income (loss) on investment | (3,000) | |
Impairment loss | 0 | |
Foreign currency translation adjustments | 0 | |
Ending balance | $ 6,851,000 |
Long-term Investments - Acquisi
Long-term Investments - Acquisition of Glory Connection Sdn. Bhd (Details) $ / shares in Units, shares in Millions | Jul. 18, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)a | Jun. 30, 2019shares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 0.6 | ||||
Impairment of equity method investments | $ 0 | $ 0 | |||
Income Statement Information [Abstract] | |||||
Revenue | 378,000 | 26,946,000 | |||
Gross profit | 44,000 | 26,688,000 | |||
Net loss from operations | (9,435,000) | 20,896,000 | |||
Net loss | (12,620,000) | 19,909,000 | |||
Net loss attributable to Glory | (12,348,000) | $ 19,927,000 | |||
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 | ||||
Impairment of equity method investments | $ 13,100,000 | ||||
Advance paid | 400,000 | ||||
Aggregate investment | 7,300,000 | ||||
Business Combination, Consideration Transferred | 7,100,000 | ||||
Glory | Call option | |||||
Percentage of voting equity interests acquired | 20.40% | ||||
Glory | Scenario, Plan [Member] | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 20,000,000 | ||||
Allocation Of Consideration To Call Option | 0 | ||||
Tree Technologies | |||||
Percentage of voting equity interests acquired | 51.00% | ||||
Glory | |||||
Income Statement Information [Abstract] | |||||
Revenue | 1,000 | ||||
Gross profit | (4,000) | ||||
Net loss from operations | (10,000) | ||||
Net loss | (9,000) | ||||
Net loss attributable to Glory | (5,000) | ||||
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% |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 487 | $ 602 | ||
Short-term lease cost | 85 | 15 | ||
Sublease Income | (32) | 0 | ||
Total Lease Cost | 540 | 617 | ||
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | 553 | $ 259 | ||
Right of use assets obtained in exchange for new operating lease liabilities | 322 | |||
2020 | $ 1,345 | |||
2021 | 1,435 | |||
2022 | 1,423 | |||
2023 | 1,474 | |||
2024 | 1,504 | |||
2025 and thereafter | 1,874 | |||
Total lease payments | 9,055 | |||
Less: Interest | (1,756) | |||
Total | $ 7,300 | $ 900 | $ 7,299 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 19, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Disclosure Of Lease [Line Items] | ||||||
Operating right of use assets | $ 6,051 | $ 6,934 | ||||
Operating lease liability | $ 900 | $ 7,300 | $ 7,299 | |||
Weighted-average remaining lease term | 5 years 9 months 18 days | 3 years 9 months 18 days | ||||
Average discount rate | 7.50% | 7.25% | ||||
Impairment loss related to the right of use asset | $ 900 | |||||
Annual interest rate | 10.00% | 4.00% | ||||
Gain on extinguishment of the operating lease liability | 800 | $ 2,700 | ||||
Promissory Note (e) | ||||||
Disclosure Of Lease [Line Items] | ||||||
Operating lease liability | $ 100 |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||
Principal amount | $ 28,932 | $ 26,932 |
Carrying amount | 19,036 | 14,653 |
Long-term Note | $ 28,932 | |
Advantech Capital Investment II Limited | ||
Short-term Debt [Line Items] | ||
Interest rate | 8.00% | |
Principal amount | $ 12,000 | 12,000 |
Carrying amount | 5,120 | 3,193 |
Convertible Note | ||
Short-term Debt [Line Items] | ||
Short-term Note | 10,626 | 8,013 |
Long-term Note | $ 8,410 | 6,640 |
Convertible Note | Mr.McMahon | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | |
Principal amount | $ 3,000 | 3,000 |
Carrying amount | $ 3,290 | 3,260 |
Convertible Note With Maturity February 8, 2020 | SSSIG | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | |
Principal amount | $ 1,252 | 1,252 |
Carrying amount | $ 1,313 | 1,301 |
Convertible Note With Maturity November 25, 2020 | SSSIG | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | |
Principal amount | $ 250 | 250 |
Carrying amount | $ 253 | 250 |
Senior Secured Convertible Note (b) | ||
Short-term Debt [Line Items] | ||
Interest rate | 10.00% | |
Principal amount | $ 850 | 850 |
Carrying amount | $ 542 | 348 |
Senior Secured Convertible Note (c) | ||
Short-term Debt [Line Items] | ||
Interest rate | 10.00% | |
Principal amount | $ 3,580 | 3,580 |
Carrying amount | $ 2,250 | 1,896 |
Senior Secured Convertible Note (d) | ||
Short-term Debt [Line Items] | ||
Interest rate | 4.00% | |
Principal amount | $ 5,000 | 3,000 |
Carrying amount | $ 3,223 | 1,405 |
Promissory Note (e) | ||
Short-term Debt [Line Items] | ||
Interest rate | 6.00% | |
Principal amount | $ 3,000 | 3,000 |
Carrying amount | $ 3,045 | $ 3,000 |
Promissory Notes - Future matur
Promissory Notes - Future maturities (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Future maturities of long-term debt | |
2020 | $ 9,100 |
2021 | 19,832 |
Total Long-term Note | 28,932 |
Future maturities of long-term debt, interest | |
2020 | 9,658 |
2021 | 4,415 |
Long-term interest | $ 14,073 |
Promissory Notes- Additional In
Promissory Notes- Additional Information (Details) | Jun. 30, 2020USD ($) | Dec. 19, 2019USD ($)$ / sharesshares | Oct. 30, 2019USD ($)$ / shares | Oct. 29, 2019USD ($)$ / shares | Sep. 28, 2019USD ($)$ / shares | Sep. 27, 2019USD ($)$ / sharesshares | Feb. 22, 2019USD ($)$ / sharesshares | Jun. 28, 2018USD ($)$ / sharesshares | Nov. 25, 2015USD ($) | Feb. 29, 2020USD ($) | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2020 | Dec. 28, 2019USD ($) | Jun. 27, 2018$ / shares |
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 10.00% | 4.00% | ||||||||||||||
Conversion price | $ / shares | $ 1 | $ 1.84 | ||||||||||||||
Adjusted conversion price | $ / shares | $ 1 | |||||||||||||||
Amount of beneficial conversion feature | $ 200,000 | |||||||||||||||
Intrinsic value of beneficial conversion feature convertible Notes | $ 500,000 | |||||||||||||||
Number of shares issued | shares | 2,000,000 | |||||||||||||||
Exercise price of warrants | $ / shares | $ 1.10 | |||||||||||||||
Issuance of stock and warrants | $ 1,000,000 | |||||||||||||||
Proceeds from convertible debt | 2,900,000 | |||||||||||||||
Proceeds from convertible debt, net | 100,000 | $ 2,000,000 | ||||||||||||||
Fair value of convertible debt | $ 2,200,000 | |||||||||||||||
Warrants and rights outstanding, Measurement Input | (1.54) | |||||||||||||||
Percentage of discount issued on Convertible loans | 15.00% | |||||||||||||||
Carrying amount of convertible note | $ 400,000 | |||||||||||||||
Deemed dividend on securities | 500,000 | $ 100,000 | ||||||||||||||
Non cash loss on Extinguishment of Debt | $ 800,000 | 2,700,000 | ||||||||||||||
Principal amount | $ 28,932,000 | $ 26,932,000 | ||||||||||||||
First Closing | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Closing of Convertible Debentures Value | $ 2,000,000 | |||||||||||||||
Closing Of Shares of Common Stock | shares | 1,400,000 | |||||||||||||||
Second Closing | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Closing of Convertible Debentures Value | $ 1,000,000 | |||||||||||||||
Closing Of Shares of Common Stock | shares | 700,000 | |||||||||||||||
Third Closing | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Closing of Convertible Debentures Value | $ 2,000,000 | |||||||||||||||
Closing Of Shares of Common Stock | shares | 1,400,000 | |||||||||||||||
Warrant II | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price | $ / shares | $ 1 | |||||||||||||||
Number of shares issued | shares | 1,000,000 | |||||||||||||||
Warrant expiry period | 2 years | |||||||||||||||
Warrant I | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 4.00% | |||||||||||||||
Conversion price | $ / shares | $ 1.50 | |||||||||||||||
Number of shares issued | shares | 1,700,000 | |||||||||||||||
Warrant expiry period | 7 years | |||||||||||||||
$2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Common stock issued from conversion of convertible note | shares | 1,200,000 | |||||||||||||||
Conversion price | $ / shares | $ 1.84 | |||||||||||||||
Adjusted conversion price | $ / shares | $ 1 | |||||||||||||||
Amount of beneficial conversion feature | $ 1,400,000 | |||||||||||||||
Issuance expenses | $ 50,000 | |||||||||||||||
Senior secured convertible note | $ 2,100,000 | |||||||||||||||
Number of shares issued | shares | 250,000 | 1,200,000 | ||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | |||||||||||||||
Issuance of stock and warrants | $ 1,600,000 | |||||||||||||||
Proceeds from convertible debt | $ 2,000,000 | |||||||||||||||
Fair value of convertible debt | $ 1,700,000 | |||||||||||||||
Warrant, Term | 5 years | |||||||||||||||
Increase in additional paid in capital and reduced | $ 600,000 | |||||||||||||||
Interest expense relating to discount | $ 1,000,000 | |||||||||||||||
Carrying amount of convertible note | 800,000 | 500,000 | 600,000 | |||||||||||||
Deemed dividend on securities | $ 200,000 | |||||||||||||||
Non cash loss on Extinguishment of Debt | $ 1,200,000 | |||||||||||||||
Number of additional shares issued | shares | 250,000 | |||||||||||||||
Floor Price of Secured Notes | 10.00% | |||||||||||||||
Closing of Convertible Debentures Value | 1,200,000 | |||||||||||||||
Penalty fee for late payments of interests and compensation | 8.00% | |||||||||||||||
Interest expense | 200,000 | $ 300,000 | ||||||||||||||
$2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price of warrants | $ / shares | $ 1.84 | |||||||||||||||
Warrant, Term | 7 years | |||||||||||||||
$3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Conversion price | $ / shares | $ 1.84 | $ 1.84 | ||||||||||||||
Adjusted conversion price | $ / shares | $ 1 | |||||||||||||||
Amount of beneficial conversion feature | $ 1,300,000 | |||||||||||||||
Issuance expenses | 65,000 | |||||||||||||||
Senior secured convertible note | $ 2,500,000 | |||||||||||||||
Number of shares issued | shares | 1,500,000 | |||||||||||||||
Issuance of stock and warrants | $ 4,700,000 | |||||||||||||||
Warrant expiry period | 7 years | |||||||||||||||
Proceeds from convertible debt | $ 3,500,000 | |||||||||||||||
Proceeds from convertible debt, net | $ 3,600,000 | |||||||||||||||
Warrant, Term | 5 years | |||||||||||||||
Carrying amount of convertible note | 2,200,000 | 1,800,000 | ||||||||||||||
Number of additional shares issued | shares | 1,100,000 | |||||||||||||||
Penalty fee for late payments of interests and compensation | 8.00% | |||||||||||||||
Interest expense | 400,000 | |||||||||||||||
$5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock issuance (GTD) | $ 5,000,000 | |||||||||||||||
Conversion price | $ / shares | $ 1.50 | |||||||||||||||
Carrying amount of convertible note | 3,200,000 | 1,000,000 | ||||||||||||||
Floor Price of Secured Notes | 1.00% | |||||||||||||||
Interest expense | 500,000 | |||||||||||||||
$3.0 Million Promissory Note due in November 2020 - New Castle County | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock issuance (GTD) | $ 3,000,000 | |||||||||||||||
Interest rate | 6.00% | |||||||||||||||
Interest expense | 500,000 | |||||||||||||||
Expected term [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 5 | |||||||||||||||
Expected term [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 5 | 5 | ||||||||||||||
Expected term [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 5 | |||||||||||||||
Expected dividend yield [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 0 | |||||||||||||||
Expected dividend yield [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 0 | 0 | ||||||||||||||
Expected dividend yield [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 0 | |||||||||||||||
Expected volatility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 122.44 | |||||||||||||||
Expected volatility [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 112 | 111.83 | ||||||||||||||
Expected volatility [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 122.44 | |||||||||||||||
Risk free interest rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 1.66 | |||||||||||||||
Risk free interest rate [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 2.48 | 2.48 | ||||||||||||||
Risk free interest rate [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants and rights outstanding, Measurement Input | 1.66 | |||||||||||||||
Advantech Capital Investment II Limited | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 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% | |||||||||||||||
Common stock issued from conversion of convertible note | shares | 12,000,000 | |||||||||||||||
Conversion price | $ / shares | $ 1.84 | $ 1 | $ 1.82 | |||||||||||||
Adjusted conversion price | $ / shares | $ 1 | |||||||||||||||
Amount of beneficial conversion feature | $ 10,600,000 | |||||||||||||||
Issuance expenses | $ 34,133 | |||||||||||||||
Intrinsic value of beneficial conversion feature convertible Notes | $ 1,400,000 | |||||||||||||||
Principal amount | 3,400,000 | 1,800,000 | ||||||||||||||
Interest expense | $ 1,900,000 | $ 400,000 |
Stockholders' Equity, Convert_3
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | ||
Balance at the beginning | $ 0 | |
Loss attributable to non-controlling interest | (272) | $ (18) |
Balance at the end | 7,153 | |
Qingdao Xingyang City Investment [Member] | ||
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | ||
Balance at the beginning | 0 | |
Initial investment | 7,047 | |
Accretion of dividend | 106 | |
Loss attributable to non-controlling interest | (80) | |
Adjustment to redemption value | 80 | |
Balance at the end | $ 7,153 |
Stockholders' Equity, Convert_4
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest - Additional Information (Details) $ / shares in Units, ¥ in Millions, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2020CNY (¥)shares | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares | Mar. 05, 2019shares | |
Stockholders Equity [Line Items] | |||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Common shares kept in escrow account | 25,500,000 | ||||
Qingdao Xingyang City Investment [Member] | |||||
Stockholders Equity [Line Items] | |||||
Capital subscription agreement | ¥ 200 | $ 28 | |||
First capital contribution | ¥ | 50 | ||||
Remaining capital contribution | 150 | $ 21 | |||
Installments of remaining capital contribution | ¥ | ¥ 50 | ||||
Dividend rate | 6.00% | 6.00% | |||
Convertible preferred stock | |||||
Stockholders Equity [Line Items] | |||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Series A preferred stock | |||||
Stockholders Equity [Line Items] | |||||
Preferred stock, shares issued | 7,000,000 | 7,000,000 | 7,000,000 | ||
Preferred stock, shares outstanding | 7,000,000 | 7,000,000 | 7,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 25, 2019 | Feb. 08, 2019 | May 10, 2012 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2019 | Oct. 29, 2019 |
Related Party Transaction [Line Items] | |||||||||
Amount due to related parties | $ 1,842,000 | $ 3,962,000 | |||||||
Principal amount | 28,932,000 | 26,932,000 | |||||||
Interest rate of convertible note | 4.00% | 10.00% | |||||||
Conversion price of note convertible | $ 1 | $ 1.84 | |||||||
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 | $ 1.75 | ||||||||
Conversion price of convertible note after amendment | $ 1.5 | ||||||||
Maturity date of the note | Dec. 31, 2021 | ||||||||
Interest expense | 29,589 | $ 29,589 | |||||||
Interest payable | 300,000 | $ 300,000 | |||||||
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 | ||||||||
Interest expense | 10,617 | $ 12,489 | |||||||
Principal amount of convertible note received | 1,300,000 | ||||||||
Convertible promissory note amount not received | 1,200,000 | ||||||||
Bruno Wu ("Mr.Wu") | $1.0 Million Convertible Promissory Note | SSSIG | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal amount | $ 1,000,000 | ||||||||
Interest rate of convertible note | 4.00% | ||||||||
Conversion price of note convertible | $ 1.25 | ||||||||
Maturity date of the note | Nov. 25, 2021 | ||||||||
Interest expense | 3,493,000 | ||||||||
Principal amount of convertible note received | $ 250,000 |
Related party Transactions - Ad
Related party Transactions - Additional Information (Details) item in Millions | Feb. 20, 2019USD ($) | Nov. 30, 2019USD ($) | Mar. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($)item | Dec. 31, 2019USD ($) | Oct. 29, 2019$ / item | Oct. 28, 2019$ / item |
Related Party Transaction [Line Items] | ||||||||
Intangible assets, net | $ 51,595,000 | $ 52,771,000 | $ 52,771,000 | |||||
Long term investment | 22,618,000 | 22,621,000 | 22,621,000 | |||||
Salary, severance and expenses | $ 800,000 | $ 600,000 | ||||||
Due to other related parties | 200,000 | 200,000 | ||||||
Impairment loss | 61,100,000 | |||||||
Due to Related Parties, Current | 1,842,000 | 3,962,000 | 3,962,000 | |||||
GTBs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Quoted price | $ / item | 1.84 | 17 | ||||||
Impairment loss | 0.23 | |||||||
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 | 2,500,000 | |||||||
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 | 76 | 76 | ||||||
Digital asset management services [Member] | Expected term [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Estimated value of GTB | 3 | 3 | ||||||
Digital asset management services [Member] | Expected volatility [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Estimated value of GTB | 155 | 155 | ||||||
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 | 2.25 | 2.25 | ||||||
Digital asset management services [Member] | Level II | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consideration on sale of assets | $ 40,700,000 | |||||||
Shenma | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consideration on sale of assets | $ 4,900,000 | |||||||
Payment of first installment | $ 500,000 | |||||||
Percentage of ownership interest acquired | 1.72% | |||||||
Beijing Financial Holdings Limited | Amount due to related parties | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Parties, Current | $ 400,000 | |||||||
Beijing Financial Holdings Limited | Other current liabilities | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Parties, Current | $ 700,000 | $ 700,000 | ||||||
Beijing Financial Holdings Limited | Mobile Energy Group | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common shares | shares | 10,000 | |||||||
GTD | ||||||||
Related Party Transaction [Line Items] | ||||||||
Assets sold under agreements carrying amount | $ 20,400,000 | |||||||
Number of GTB received for services provided to GTD | item | 1.3 | |||||||
GTD | Animation copy right | ||||||||
Related Party Transaction [Line Items] | ||||||||
Intangible assets, net | $ 200,000 | |||||||
GTD | License content | ||||||||
Related Party Transaction [Line Items] | ||||||||
Licensed content | 17,000,000 | |||||||
GTD | Nanjing Shengyi Network Technology Co., Ltd | ||||||||
Related Party Transaction [Line Items] | ||||||||
Long term investment | $ 3,200,000 | |||||||
GTD | Nanjing Shengyi Network Technology Co., Ltd | Ideanomics, Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of ownership interest | 13.00% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 03, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 7,995,906 | 8,995,906 | ||
Share-based payments expense | $ 2,200,000 | $ 200,000 | ||
Unrecognized compensation expense related to non-vested share options | $ 8,100,000 | |||
Granted | 0 | |||
Total fair value of vested shares | $ 2,200,000 | 6,312 | ||
Weighted average exercise price of warrants | $ 1.10 | |||
Weighted average remaining life of warrants | 6 years | |||
Stock options granted | 0 | |||
Cash received from options exercised | $ 0 | $ 0 | ||
Weighted average period for recognition related to non-vested stock options | 1 year 4 months 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 | 31,500,000 | 4,000,000 | ||
Number of options available for issuance | 15,800,000 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of non-vested restricted shares | 55,086 | 55,086 | ||
Restricted shares granted | 0 | |||
Restricted shares vested | 0 | |||
Unrecognized compensation cost related to unvested restricted shares | $ 0 | |||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding to purchase shares of common stock | 13,327,226 | 14,936,726 | ||
Granted | 0 | |||
Stock options granted | 0 | |||
$5.0 million YA II PN* | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants outstanding | 0 | 1,000,000 | ||
Weighted average exercise price of warrants | $ 1 | |||
Warrants exercised | 1,000,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Options Outstanding | ||
Granted | 0 | |
Options | ||
Options Outstanding | ||
Outstanding at January 1, 2020 | 14,936,726 | |
Granted | 0 | |
Exercised | 0 | |
Expired | (711,583) | |
Forfeited | (897,917) | |
Outstanding at March 31, 2020 | 13,327,226 | 14,936,726 |
Vested and expected to be vested as of March 31, 2020 | 13,327,226 | |
Options exercisable at March 31, 2020 (vested) | 7,930,354 | |
Weighted Average Exercise Price | ||
Outstanding at January 1, 2020 | $ 2.13 | |
Granted | 0 | |
Exercised | 0 | |
Expired | 1.95 | |
Forfeited | 1.98 | |
Outstanding at March 31, 2020 | 2.15 | $ 2.13 |
Vested and expected to be vested as of March 31, 2020 | 2.15 | |
Options exercisable at March 31, 2020 (vested) | $ 2.26 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding at January 1, 2020 | 8 years 2 months 1 day | 8 years 5 months 23 days |
Outstanding at March 31, 2020 | 8 years 2 months 1 day | 8 years 5 months 23 days |
Vested and expected to be vested as of March 31, 2020 | 8 years 2 months 1 day | |
Options exercisable at March 31, 2020 (vested) | 7 years 8 months 1 day | |
Aggregated Intrinsic Value | ||
Outstanding at January 1, 2020 | $ 0 | $ 0 |
Vested and expected to be vested as of March 31, 2020 | 0 | |
Options exercisable at March 31, 2020 (vested) | $ 0 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 7,995,906 | 8,995,906 |
Exercise price of warrants | $ 1.10 | |
$2.05 million IDV | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 1,671,196 | 1,671,196 |
Exercise price of warrants | $ 1 | |
Expiration Date | Feb. 22, 2026 | |
$3.58 million IDV | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 4,658,043 | 4,658,043 |
Exercise price of warrants | $ 1 | |
Expiration Date | Sep. 27, 2026 | |
$5.0 million YA II PN | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 1,666,667 | 1,666,667 |
Exercise price of warrants | $ 1.50 | |
Expiration Date | Dec. 13, 2024 | |
$5.0 million YA II PN* | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 0 | 1,000,000 |
Exercise price of warrants | $ 1 | |
Expiration Date | Dec. 31, 2020 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Unvested Restricted Shares (Details ) - Restricted Stock | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Shares | |
Non-vested restricted shares outstanding at January 1, 2020 | shares | 55,086 |
Granted | shares | 0 |
Forfeited | shares | 0 |
Vested | shares | 0 |
Non-vested restricted shares outstanding at March 31, 2020 | shares | 55,086 |
Weighted-average fair value | |
Non-vested restricted shares outstanding at January 1, 2020 | $ / shares | $ 2.38 |
Granted | $ / shares | 0 |
Forfeited | $ / shares | 0 |
Vested | $ / shares | 0 |
Non-vested restricted shares outstanding at March 31, 2020 | $ / shares | $ 2.38 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share - Summary of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings (Loss) Per Common Share | ||
Net income (loss) attributable to IDEX common stockholders | $ (12,348) | $ 19,927 |
Interest expense attributable to convertible promissory note | 0 | 738 |
Net earnings (loss) assuming dilution | $ (12,348) | $ 20,665 |
Basic weighted average common shares outstanding | 157,859,642 | 105,345,673 |
Effect of dilutive securities | ||
Convertible preferred shares- Series A | 933,333 | |
Convertible promissory notes | 10,022,230 | |
Diluted potential common shares | 157,859,642 | 116,301,236 |
Earnings (loss) per share: | ||
Basic | $ (0.08) | $ 0.19 |
Diluted | $ (0.08) | $ 0.18 |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share - Computation of Diluted Earnings Loss Per Share (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 47,347 | 55,046 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 7,996 | 8,996 |
Options and RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 13,382 | 14,938 |
Series A preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 933 | 933 |
DBOT Contingent Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 818 | 8,501 |
Convertible promissory note and interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 24,218 | 21,678 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
U.S domestic cumulative tax loss carryforwards | $ 87,500,000 | |
Foreign cumulative tax loss carryforwards | 29,700,000 | |
Income tax benefit (expense) | 0 | $ (86,000) |
Income tax expense related to current operations | $ 4.7 | |
Benefit from reduction in deferred tax valuation allowance | $ 4.8 | |
Effective income tax rate | (1.00%) | |
Valuation allowance (percentage) | 100.00% | |
Unrecognized tax benefit | $ 0 | $ 0 |
Grapevine Logic, Inc. ("Grapevine") | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax benefit (expense) | $ 0 | $ (100,000) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Sep. 30, 2019 |
Fair Value Measurements | ||
Acquisition earn-out liability | $ 1,096 | |
Level I | ||
Fair Value Measurements | ||
Acquisition earn-out liability | $ 0 | |
Level II | ||
Fair Value Measurements | ||
Acquisition earn-out liability | 0 | |
Level III | ||
Fair Value Measurements | ||
Acquisition earn-out liability | $ 1,096 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant inputs and assumptions (Details) | Mar. 31, 2020 | Dec. 31, 2019 |
Risk free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.1 | 1.6 |
Expected volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 30 | 30 |
Expected term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0.08 | 0.25 |
Expected dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liability, measurement input | 0 | 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 fair value measurements (Details) - Acquisition earn-out liability $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
January 1, 2020 | $ 7,311 |
Settlement | (6,747) |
Remeasurement (loss)/gain recognized in the income statement | 532 |
March 31, 2020 | $ 1,096 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) $ in Millions | Mar. 31, 2020USD ($) |
Business Acquisition [Line Items] | |
Acquisition earn-out liability | $ 17.3 |
Tree Technologies | |
Business Acquisition [Line Items] | |
Acquisition earn-out liability | $ 15.5 |
Subsequent Events (Details)
Subsequent Events (Details) shares in Thousands, ¥ in Millions | May 01, 2020USD ($)shares | Apr. 10, 2020USD ($) | Apr. 03, 2020USD ($)shares | Dec. 19, 2019shares | Mar. 31, 2020CNY (¥) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Subsequent Event [Line Items] | |||||||||
Targeted revenue to get 50 million investment | $ 378,000 | $ 26,946,000 | |||||||
Number of shares issued | shares | 2,000 | ||||||||
Debt Instrument, Face Amount | $ 28,932,000 | $ 26,932,000 | |||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Share price calculated as a percentage of market price | 90.00% | ||||||||
Share price calculated based on number of consecutive trading days | 5 | ||||||||
Subsequent Event | YA II PN, Ltd. | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock authorized to sell | $ 4.99 | ||||||||
Shares equivalent to commitment fee | shares | 1,000 | ||||||||
Subsequent Event | Paycheck Protection Program Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares equivalent to commitment fee | shares | 7,000 | ||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 300,000 | |||||||
Debt Instrument, Number of Installments | 18 | 18 | |||||||
Debt Instrument, Installment Payable | $ 18,993,000 | ||||||||
Qingdao Xingyang City Investment [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate potential investment | ¥ 200 | $ 28,000,000 | |||||||
Initial investment | ¥ | ¥ 50 | ||||||||
SEDA | YA II PN, Ltd. | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock authorized to sell | $ 50,000,000 | ||||||||
Period during which the entity is authorized to sell its stock | 36 months |