Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 01, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | IDEANOMICS, INC. | ||
Entity Central Index Key | 0000837852 | ||
Trading Symbol | idex | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 134,061,959 | ||
Entity Public Float | $ 73,955,570 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | ||
Current assets: | ||||
Cash and cash equivalents | $ 3,106,244 | $ 7,208,037 | [1] | |
Restricted cash | [1] | 369,280 | ||
Accounts receivable, net | 19,370,665 | 26,962,085 | [1] | |
Licensed content | 16,958,149 | 16,958,149 | [1] | |
Inventory | [1] | 216,453 | ||
Prepaid expenses | 2,042,041 | 2,202,728 | [1] | |
Other current assets | 3,594,942 | 2,276,096 | [1] | |
Total current assets | 45,072,041 | 56,192,828 | [1] | |
Property and equipment, net | 15,029,427 | 127,275 | [1] | |
Intangible assets, net | 3,036,352 | 148,874 | [1] | |
Goodwill | 704,884 | 0 | ||
Long-term investments | 26,408,609 | 6,975,511 | [1] | |
Other non-current assets | 3,983,799 | |||
Total assets | 94,235,112 | 63,444,488 | [1] | |
Current liabilities: (including amounts of the consolidated VIEs without recourse to Ideanomics, Inc. See note 5) | ||||
Accounts payable | 19,265,094 | 26,829,593 | [1] | |
Deferred revenue | 405,929 | 222,350 | [1] | |
Accrued interest due to a related party | 140,055 | 20,055 | [1] | |
Accrued salaries | 706,351 | 737,072 | [1] | |
Amount due to related parties | 800,822 | 434,030 | [1] | |
Other current liabilities | 4,615,346 | 801,560 | [1] | |
Convertible promissory note due to related parties | 4,000,000 | 3,000,000 | [1] | |
Total current liabilities | 29,933,597 | 32,044,660 | [1] | |
Deferred tax liabilities | 513,935 | |||
Asset retirement obligations | 8,000,000 | |||
Convertible note-long term | 11,313,770 | |||
Other non-current liabilities | [1] | 384,243 | ||
Total liabilities | 49,761,302 | 32,428,903 | [1] | |
Commitments and contingencies (Note 18) | ||||
Convertible redeemable preferred stock: | ||||
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of December 31, 2018 and 2017, respectively | 1,261,995 | 1,261,995 | [1] | |
Equity: | ||||
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 102,766,006 and 68,509,090 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 102,765 | 68,509 | [1] | |
Additional paid-in capital | 195,779,576 | 158,449,544 | [1] | |
Accumulated deficit | (149,975,302) | (126,693,022) | [1] | |
Accumulated other comprehensive loss | (1,664,598) | (782,074) | [1] | |
Total IDEX shareholder's equity | 44,242,441 | 31,042,957 | [1] | |
Non-controlling interest | (1,030,626) | (1,289,367) | [1] | |
Total equity | 43,211,815 | 29,753,590 | ||
Total liabilities, convertible redeemable preferred stock and equity | $ 94,235,112 | $ 63,444,488 | [1] | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited ("Guang Ming"). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
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 | 102,766,006 | 68,509,090 |
Common stock, shares outstanding | 102,766,006 | 68,509,090 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
Income Statement [Abstract] | ||||
Revenue from third parties | $ 278,024,867 | $ 125,379,786 | [1] | |
Revenue from related party | 99,718,005 | 18,973,054 | [1] | |
Total revenue | 377,742,872 | 144,352,840 | [1] | |
Cost of revenue from third parties | 130,464,906 | 137,188,393 | [1] | |
Cost of revenue from related parties | 244,110,132 | |||
Gross profit | 3,167,834 | 7,164,447 | [1] | |
Operating expenses: | ||||
Selling, general and administrative expenses | 22,471,976 | 13,129,313 | [1] | |
Research and development expense | 1,654,491 | 406,845 | [1] | |
Professional fees | 4,749,799 | 3,200,885 | [1] | |
Depreciation and amortization | 352,332 | 308,102 | [1] | |
Impairment of other intangible assets | 134,290 | 216,468 | [1] | |
Total operating expenses | 29,362,888 | 17,261,613 | [1] | |
Loss from operations | (26,195,054) | (10,097,166) | [1] | |
Interest and other income (expense): | ||||
Interest expense, net | (804,595) | (94,618) | [1] | |
Change in fair value of warrant liabilities | [1] | (112,642) | ||
Equity in loss of equity method investees | (180,625) | (129,193) | [1] | |
Loss on disposal of subsidiaries | (1,183,289) | |||
Others | (99,765) | (426,698) | [1] | |
Loss before income taxes and non-controlling interest | (28,463,328) | (10,860,317) | [1] | |
Income tax benefit | 40,244 | |||
Net loss | (28,423,084) | (10,860,317) | [1],[2] | |
Net loss attributable to non-controlling interest | 996,728 | 357,268 | [1] | |
Net loss attributable to IDEX common shareholders | $ (27,426,356) | $ (10,503,049) | [1] | |
Basic and diluted loss per share (in dollars per share) | $ (0.35) | $ (0.17) | [1] | |
Weighted average shares outstanding: | ||||
Basic and diluted (in shares) | 78,386,116 | 61,182,209 | [1] | |
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | |||
[2] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | [1] | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (28,423,084) | $ (10,860,317) | [2] |
Other comprehensive loss, net of nil tax | |||
Foreign currency translation adjustments | (882,516) | 766,070 | |
Comprehensive loss | (29,305,600) | (10,094,247) | |
Comprehensive loss attributable to non-controlling interest | 978,282 | 401,359 | |
Comprehensive loss attributable to IDEX common shareholders | $ (28,327,318) | $ (9,692,888) | |
[1] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | ||
[2] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Series E Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Ideanomics Shareholders' equity | Non- controlling Interest | Total | ||
Balance at Dec. 31, 2016 | [1] | $ 7,155 | $ 53,918 | $ 152,792,855 | $ (115,829,451) | $ (1,371,498) | $ 35,652,979 | $ (5,325,481) | $ 30,327,498 | |
Balance (in shares) at Dec. 31, 2016 | [1] | 7,154,997 | 53,918,523 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation | 1,305,829 | 1,305,829 | 1,305,829 | |||||||
Common stock issuance | $ 6,222 | 11,969,368 | 11,975,590 | 11,975,590 | ||||||
Common stock issuance (in shares) | 6,221,778 | |||||||||
Common stock issuance for option exercised | $ 189 | 100,129 | 100,318 | 100,318 | ||||||
Common stock issuance for option exercised (in shares) | 188,687 | |||||||||
Common stock issued for warrant exercised | $ 907 | 1,724,819 | 1,725,726 | 1,725,726 | ||||||
Common stock issued for warrant exercised (in shares) | 907,390 | |||||||||
Common stock issued from conversion of series E preferred stock | $ (7,155) | $ 7,155 | ||||||||
Common stock issued from conversion of series E preferred stock (In shares) | (7,154,997) | 7,154,997 | ||||||||
Common stock issuance for RSU vested | $ 118 | (118) | ||||||||
Common stock issuance for RSU vested (in shares) | 117,715 | |||||||||
Capital contribution from noncontrolling interest shareholder | 490,000 | 490,000 | ||||||||
Acquisition of Guang Ming | [1] | 444,060 | 444,060 | 444,060 | ||||||
Disposal of subsidiaries | (9,887,398) | (360,522) | (220,737) | (10,468,657) | 3,947,473 | (6,521,184) | ||||
Net loss | (10,503,049) | (10,503,049) | (357,268) | (10,860,317) | [2],[3] | |||||
Foreign currency translation adjustments, net of nil tax | 810,161 | 810,161 | (44,091) | 766,070 | [2] | |||||
Balance at Dec. 31, 2017 | $ 68,509 | 158,449,544 | (126,693,022) | (782,074) | 31,042,957 | (1,289,367) | 29,753,590 | |||
Balance (in shares) at Dec. 31, 2017 | [1] | 68,509,090 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation | 3,412,977 | 3,412,977 | 3,412,977 | |||||||
Common stock issuance (GTD) | $ 5,494 | 9,994,506 | 10,000,000 | 10,000,000 | ||||||
Common stock issuance (GTD) (in shares) | 5,494,505 | |||||||||
Common stock to be issued (SSSIG) | 1,177,585 | 1,177,585 | 1,177,585 | |||||||
Common stock issuance (STAR) | $ 5,027 | 9,194,973 | 9,200,000 | 9,200,000 | ||||||
Common stock issuance (STAR) (in shares) | 5,027,324 | |||||||||
Common stock issuance for option exercised | $ 82 | 27,960 | 28,042 | 28,042 | ||||||
Common stock issuance for option exercised (in shares) | 82,797 | |||||||||
Common stock issued for warrant exercised | $ 644 | 1,125,856 | 1,126,500 | 1,126,500 | ||||||
Common stock issued for warrant exercised (in shares) | 643,714 | |||||||||
Common stock issuance for RSU vested | $ 1,241 | (1,241) | ||||||||
Common stock issuance for RSU vested (in shares) | 1,240,707 | |||||||||
Common stock issuance for acquisition (BDCG) | $ 3,000 | 7,797,000 | 7,800,000 | 7,800,000 | ||||||
Common stock issuance for acquisition (BDCG) (in shares) | 3,000,000 | |||||||||
Common stock issuance for acquisition (DBOT) | $ 2,268 | 6,724,078 | 6,726,346 | 6,726,346 | ||||||
Common stock issuance for acquisition (DBOT) (in shares) | 2,267,869 | |||||||||
Beneficial conversion feature of convertible note-long term | 1,384,615 | 1,384,615 | 1,384,615 | |||||||
Earnout shares to SSSIG | $ 16,500 | (16,500) | ||||||||
Earnout shares to SSSIG (in shares) | 16,500,000 | |||||||||
Acquisition resulting in non-controlling interest (Grapevine) | 678,651 | 678,651 | ||||||||
Disposal of subsidiaries | (3,491,777) | 4,144,076 | 18,438 | 670,737 | 558,372 | 1,229,109 | ||||
Net loss | (27,426,356) | (27,426,356) | (996,728) | (28,423,084) | ||||||
Foreign currency translation adjustments, net of nil tax | (900,962) | (900,962) | 18,446 | (882,516) | ||||||
Balance at Dec. 31, 2018 | $ 102,765 | $ 195,779,576 | $ (149,975,302) | $ (1,664,598) | $ 44,242,441 | $ (1,030,626) | $ 43,211,815 | |||
Balance (in shares) at Dec. 31, 2018 | 102,766,006 | |||||||||
[1] | The above consolidated statements of equity include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | |||||||||
[2] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | |||||||||
[3] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
Cash flows from operating activities: | ||||
Net loss | $ (28,423,084) | $ (10,860,317) | [1],[2] | |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Share-based compensation expense | 3,412,977 | 1,305,829 | [3] | |
Provision for doubtful accounts | [3] | 145,512 | ||
Depreciation and amortization | 352,332 | 308,102 | [2] | |
Non-cash interest expense | 698,385 | |||
Equity in losses of equity method investees | 180,625 | 129,193 | [2] | |
Loss on disposal of assets | [3] | 688,098 | ||
Loss on disposal of subsidiaries | 1,183,289 | |||
Change in fair value of warrant liabilities | [2] | 112,642 | ||
Impairment of other intangible assets | 134,290 | 216,468 | [2] | |
Change in assets and liabilities: | ||||
Accounts receivable | 7,591,420 | (18,802,766) | [3] | |
Licensed content | [3] | 759,698 | ||
Inventory | 216,453 | |||
Prepaid expenses and other assets | (1,296,872) | 4,130,372 | [3] | |
Accounts payable | (7,564,499) | 13,493,865 | [3] | |
Deferred revenue | 183,579 | (1,124,119) | [3] | |
Amount due to related parties (interest) | 120,000 | |||
Accrued expenses, salary and other current liabilities | 3,050,895 | (821,351) | [3] | |
Net cash used in operating activities | (20,160,210) | (10,318,774) | [3] | |
Cash flows from investing activities: | ||||
Acquisition of property and equipment | (6,762,248) | (63,877) | [3] | |
Proceeds from disposal of property and equipment | [3] | 2,515,923 | ||
Disposal of subsidiaries, net of cash disposed | (41,976) | (8,753) | [3] | |
Acquisition of subsidiaries, net of cash acquired | (2,784,243) | (754,361) | [3] | |
Investments in intangible assets | (301,495) | |||
Payments for long term investments | (5,266,880) | (2,250,000) | [3] | |
Capital decrease in long term investment | [3] | 35,612 | ||
Deposit for surety bond and other | (3,983,799) | |||
Net cash used in investing activities | (19,140,641) | (525,456) | [3] | |
Cash flows from financing activities | ||||
Proceeds from issuance of convertible notes | 13,000,000 | |||
Proceeds from issuance of shares, stock options and warrant | 21,532,127 | 13,618,207 | [3] | |
Proceeds from/(Repayment of) amounts due to related parties | 366,792 | (293,977) | [3] | |
Capital contribution from noncontrolling interest shareholder | [3] | 490,000 | ||
Exemption of amounts due to related parties | [3] | 444,060 | ||
Net cash provided by financing activities | 34,898,919 | 14,258,290 | [3] | |
Effect of exchange rate changes on cash | (69,141) | 83,488 | [3] | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (4,471,073) | 3,497,548 | [3] | |
Cash, cash equivalents and restricted cash at the beginning of the year | 7,577,317 | 4,079,769 | [3] | |
Cash, cash equivalents and restricted cash at the end of the year | 3,106,244 | 7,577,317 | ||
Supplemental disclosure of cash flow information: | ||||
Cash paid for income tax | 0 | 0 | ||
Cash paid for interest | [3] | 407,863 | ||
Exchange of Series E Preferred Stock for Common stock | [3] | $ 7,155 | ||
Issuance of shares for acquisition of long-term investments | 14,526,346 | |||
Issuance of earn-out shares | 16,500 | |||
Asset retirement obligations acquired | $ 8,000,000 | |||
[1] | The above consolidated statements of cash flows include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | |||
[2] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | |||
[3] | The above consolidated statements of cash flows includes Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2018 | |
Organization And Principal Activities [Abstract] | |
Organization and Principal Activities | Note 1. Organization and Principal Activities Ideanomics, Inc. (Nasdaq: IDEX) (formerly known as Seven Stars Cloud Group, Inc. which changed its name effective as of October 17, 2018), is a Nevada corporation that primarily operates in Asia 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. Our Company consists of two operating segments which our Chief Executive Officer (our chief operating decision maker) reviews separately to make decisions about resource allocation and to assess performance: Legacy YOD segment and Wecast Service segment. Legacy YOD segment provides premium content and integrated value-added service solutions for the delivery of video on demand (“VOD”) and paid video programming to digital cable providers, Internet Protocol Television (“IPTV”) providers, over-the-top (“OTT”) streaming providers, mobile manufacturers and operators, as well as direct customers. The Company historically has offered these products under the business name “YOU On Demand” and refers to these operations as the legacy YOD business. The revenues from Legacy YOD segment were from both minimum guarantee payments and revenue sharing arrangements with distribution partners as well as subscription or transactional fees from subscribers. Wecast Services is currently primarily engaged in the logistics management and financing business primarily operated in Singapore. Starting from early year 2017, the Company began transitioning our business model to become a next generation financial technology (“Fintech”) company through several acquisitions and the establishment of joint ventures, with the intention of offering financing solutions and logistics solutions, each based on the emergence of systems that utilize blockchain and artificial intelligence (“AI”) technologies. On the financing solutions side, the Company has been building capabilities both in providing business consulting services related to traditional financings, as well as in developing digital asset securitization services via AI and blockchain enabled platforms. On the logistics side, the Company has been building expertise in the traditional commodities trading business, with an initial focus on crude oil trading and consumer electronics trading, with the goal of leveraging such expertise to inform the development of an AI and blockchain enabled logistics platform. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of Ideanomics, Inc., its subsidiaries and VIEs were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to the bad debt allowance, sales returns, fair values of financial instruments, intangible assets and goodwill, licensed content, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. We base our 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. (c) Cash and Cash Equivalents Cash consists of cash on hand and demand deposit with an original maturity of three months or less when purchased. Refer to Note 19 (d) and (e) for further information on our credit and foreign currency risks. (d) Accounts Receivable, net Accounts receivable are recognized at invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews its allowance for doubtful accounts receivable on an ongoing basis. In establishing the required allowance, management considers any historical losses, the customer’s financial condition, the accounts receivable aging, and the customer’s payment patterns. After all attempts to collect a receivable have failed and the potential for recovery is remote, the receivable is written off against the allowance. (e) Licensed Content The Company obtains content through content license agreements with studios and distributors. We recognize licensed content when the license fee and the specified content titles are known or reasonably determinable. Prepaid license fees are classified as an asset (licensed content) and accrued license fees payable are classified as a liability on the consolidated balance sheets. We amortize licensed content in cost of revenues over the contents contractual availability based on the expected revenue derived from the licensed content, beginning with the month of first availability, such that our revenues bear a representative amount of the cost of the licensed content. We review factors that impact the amortization of licensed content at each reporting date, including factors that may bear direct impact on expected revenue from specific content titles. Changes in our expected revenue from licensed content could have a significant impact on our amortization pattern. Management evaluates the recoverability of the licensed content whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. No impairment loss were recorded for the years ended December 31, 2018 and 2017. The Company sold entire licensed content in March 2019. Please refer to Note 22 for additional information. (f) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and improvements, which extend the original estimated economic useful lives of applicable assets, are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss thereon is recognized in the consolidated statement of operations. Depreciation is provided for on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful life is 5 years for the furniture, 3 years for the electronic equipment, 5 to 10 years for the vehicles and lesser of lease terms or the estimated useful lives of the assets for the leasehold improvements. Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2018 represents Fintech Village under construction (See Note 8). Asset retirement obligations Asset retirement obligations generally apply to legal obligations associated with the retirement of a tangible long-lived asset that result from the acquisition, construction or development and the normal operation of a long-lived asset. If a reasonable estimate of fair value can be made, the fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred or a change in estimate occurs. Asset retirement costs associated with asset retirement obligations are capitalized with the carrying amount of the related long-lived assets and depreciated over the asset’s estimated life. The Company’s asset retirement obligations as of December 31, 2018 are mainly associated with the acquisition of Fintech Village that we are contractually obligated to remediate the existing environmental conditions. We included it in the construction in progress and asset retirement obligation (long term) in the consolidated balance sheets. We will start to amortize asset retirement costs upon completion of the assets and put into use. Please see Note 8 for more information. (g) Business Combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. (h) Intangible Assets and Goodwill Company accounts for intangible assets and goodwill, in accordance with ASC 350, Intangibles – Goodwill and Other. ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. ASC 350 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives and reviewed for impairment whenever events indicate the carrying amount may not be recoverable. In accordance with ASC 350, goodwill is allocated to reporting units, which are either the operating segment or one reporting level below the operating segment. On an annual basis, we review goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying value to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Application of goodwill impairment tests requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units and determination of fair value of each reporting unit. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the reporting unit, composition, personnel or strategy changes affecting the reporting unit and recoverability of asset groups within a reporting unit. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each reporting unit. (i) Long-term investments We account for equity investments through which we exercise significant influence but do not have control over the investee under the equity method (“Equity Method Investments”). Under the equity method, the investment is initially recorded at cost and adjusted for the Company’s share of undistributed earnings or losses of the investee. The Company’s share of losses is not recognized when the investment is reduced to zero since the Company does not guarantee the investees’ obligations nor is the Company committed to providing additional funding. Beginning on January 1, 2018, our equity investment not result in consolidation and not accounted for under the equity method are either carried at fair value or under the measurement alternative upon the adoption of the FASB issued Accounting Standards Update (“ASU”) No. 2016-01 (“Non-marketable Equity Investments”). We utilize the measurement alternative for equity investments that do not have readily determinable fair values and measure these investments at cost less impairment plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. We classify our investments as non-current assets on the consolidated balance sheets as those investments do not have stated contractual maturity dates. Impairment of Investments We periodically review our equity investments for impairment. We consider impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the security is below the carrying amount, we write down the security to fair value. (j) Fair Value Measurements Accounting standards require the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The various levels of the fair value hierarchy are described as follows: • Level 1 - Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that we have the ability to access. • Level 2 - Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability. • Level 3 - Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company reviews the valuation techniques used to determine if the fair value measurements are still appropriate on an annual basis, and evaluate and adjust the unobservable inputs used in the fair value measurements based on current market conditions and third party information. Our financial assets and liabilities that are measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable, accrued other expenses, other current liabilities and convertible notes. The fair values of these assets approximate carrying values because of the short-term nature of these instruments. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. Our financial assets that are measured at fair value on a nonrecurring basis include goodwill and other intangible assets asset retirement obligations, and adjustment in carrying value of equity securities for which the measurement alternative of cost less impairment plus or minus observable price changes is used. There were no material impairments for 2018 and 2017 and no material adjustments to equity securities using the measurement alternative for 2018. (k) Foreign Currency Translation The Company uses the United States dollar (“$” or “USD”) as its reporting currency. The Company’s worldwide operations utilize the local currency or the U.S. dollar ("USD") as the functional currency, where applicable. For certain foreign subsidiaries, USD is used as the functional currency. This occurs when the subsidiary is considered an extension of the parent. The functional currency of certain subsidiaries and VIEs located in China (“PRC”) and Hong Kong is either the Renminbi (“RMB”) or Hong Kong dollars (“HKD”). In the consolidated financial statements, the financial information of the entities which use RMB and HKD as their functional currency has been translated into USD: assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at the historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component as a component of “Accumulated other comprehensive loss” in the equity section of the consolidated balance sheets. Transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated in the functional currency at the applicable rates of exchange in effect at the balance sheet date. The resulting exchange differences are recorded in the consolidated statements of operations. (l) Revenue Recognition Year 2018 We adopted ASU No. 2014-09, Revenue from Contracts with Customers, and other related ASUs (collectively, ASC 606, Revenue from Contracts with Customers) on January 1, 2018 using the modified retrospective transition approach. The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Recently Adopted Accounting Pronouncements and Note 4 for further discussion on Revenues. Year 2017 In periods prior to the adoption of ASC 606, the Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and the collectability of the resulting receivable is reasonably assured. Legacy YOD The revenue is recognized as services are performed. For certain contracts that involve sub-licensing content within the specified license period, revenue is recognized in accordance with ASC Subtopic 926-605, Entertainment-Films - Revenue Recognition, whereby revenue is recognized upon delivery of films when the arrangement includes a nonrefundable minimum guarantee, delivery is complete and the Company has no substantive future obligations to provide future additional services. Payments received from customers for the performance of future services are recognized as deferred revenue, and subsequently recognized as revenue in the period that the service obligations are completed. In 2018, we do not have any revenue generated from Legacy YOD business. Wecast Services Wecast Services is mainly engaged in the sales of crude oil and consumer electronics. For both sales of crude oil and consumer electronics, sales orders are confirmed after negotiation on price between customers and the Company. The Company recognizes revenue on a gross basis based on the indicator points in ASC 605-45-45-2 and ASC 606-10-55-39. The Company enters into the contracts with the supplier and customer independently. Purchase orders are confirmed after careful selection of suppliers and negotiation on price. The Company purchases crude oil and consumer electronics from suppliers in accordance with sales orders from customers. The Company is responsible for fulfilling the promise to provide the specified good or service in the contract, including sourcing the right oil products desired by the customers, issuing the bill of lading to customers and nominating the vessels that comply with the applicable laws and standards; however customers may still submit claims against the Company in connection with the quality and quantity of any products delivered. Revenue recognition criteria are met when the products are delivered. For sale of crude oil, the Company considers delivery to have occurred once it is shipped; for sale of the consumer electronics, the Company considers delivery to have occurred once it arrives at the designated locations in Hong Kong. The crude oil and electronics sales arrangement do not include provisions for cancellation, variable consideration, returns, inventory swaps or refunds. In accordance with ASC 605-45, Revenue Recognition – Principal Agent Consideration, the Company accounts for revenue from sales of goods on a gross basis. The Company is the primary obligor in the arrangements, as company has the ability to establish prices, and has discretion in selecting the independent suppliers and other third-party that will perform the delivery service, the company is responsible for the defective products and company bears credit risk with customer payments. Accordingly, all such revenue billed to customers is classified as revenue and all corresponding payments to suppliers are classified as cost of revenues. In accordance with ASC 606-10-55-39, the Company accounts for revenue from sales of goods on a gross basis. The Company is primarily responsible for fulfilling the promise to provide the goods to the customer; bears certain inventory risk and also has the discretion in establishing prices. See Note 4 for further discussion on Revenues. (m) Research and Development Costs We expense research and development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented. Research and development costs also include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. All the software developed in 2018 and 2017 did not reach technological feasibility and therefore no costs capitalized. (n) Share-Based Compensation The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. The Company also awards stocks and warrants for service to consultants for service and accounts for these awards under ASC 505-50, Equity - Equity-Based Payments to Non-Employees (o) Income Taxes The Company accounts for income taxes in accordance with the asset and liability method. Deferred taxes are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established, as needed to reduce the amount of deferred tax assets if it is considered more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no such interest or penalty for the years ended December 31, 2018 and 2017. On December 22, 2017 the U.S. Tax Reform, which among other effects, reduces the U.S. federal corporate income tax rate to 21% from 34% (or 35% in certain cases) beginning in 2018, requires companies to pay a one-time transition tax on certain unrepatriated earnings from non-U.S. subsidiaries that is payable over eight years. No tax was due under this provision. U.S. Tax reform also makes the receipt of future non-U.S. sourced income of non-U.S. subsidiaries tax-free to U.S. companies and creates a new minimum tax on the earnings of non-U.S. subsidiaries relating to the parent’s deductions for payments to the subsidiaries. (p) Net Loss Per Share Attributable to IDEX Shareholders Net loss per share attributable to our shareholders is computed in accordance with ASC 260, Earnings per Share. The two-class method is used for computing earnings per share. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s convertible redeemable preferred shares are participating securities because the holders are entitled to receive dividends or distributions on an as converted basis. For the years presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position and net loss is not allocated to other participating securities, since these securities are not obligated to share the losses in accordance with the contractual terms. Basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Options and warrants are not considered outstanding in computation of basic earnings per share. Diluted net loss per share is computed using the weighted average number of ordinary shares and potential ordinary shares outstanding during the period under treasury stock method. Potential ordinary shares include options and warrants to purchase ordinary shares, preferred shares and convertible promissory note, unless they were anti-dilutive. The computation of diluted net loss per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease in loss per share amounts) on net loss per share. (q) Reclassifications of a General Nature Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income. (r) Recent Accounting Pronouncements Standards Issued and Not Yet Implemented In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 (“ASC 842”) "Leases." ASC 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases." Under ASC 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. We will adopt ASC 842 effective January 1, 2019 using a modified retrospective method and will not restate comparative periods. As permitted under the transition guidance, we will carry forward the assessment of whether our contracts contain or are leases, classification of our leases and remaining lease terms. Based on our portfolio of leases as of December 31, 2018, approximately $8.3 million of lease assets and liabilities will be recognized on our consolidated balance sheet upon adoption. We are substantially complete with our implementation efforts. In June 2016, the FASB issued Accounting Standards Update 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. We will adopt ASU 2016-13 effective January 1, 2020. We are currently evaluating the effect of the adoption of ASU 2016-13 on our consolidated financial statements. The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time of adoption. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which largely aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees. The ASU also clarifies that any share-based payment issued to a customer should be evaluated under ASC 606, Revenue from Contracts with Customers Recently Adopted Accounting Pronouncements In the first quarter of 2018, the Company adopted ASC 606 using the modified retrospective method applied to those contracts/sales orders which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. The effect from the adoption of ASC 606 was not material to our financial statements. (See Note 2 (m) above and Note 4 for more information.) The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. In the first quarter of 2018, the Company adopted ASU 2016-01, "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. We use the prospective method for our non-marketable equity securities. We have elected to use the measurement alternative for our non-marketable equity securities, defined as cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment. The adoption of the new guidance did not have a material impact on the consolidated financial statements. See Notes 10 for additional information. In the first quarter of 2018, the Company adopted ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which clarifies how entities should present restricted cash and restricted cash equivalents in the statements of cash flows, and as a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statements of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The new guidance changed the presentation of restricted cash in the consolidated statements of cash flows and was implemented on a retrospective basis. In the first quarter of 2018, the Company adopted ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The update affects all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The update is intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update provides a more robust framework to use in determining when a set of assets and activities is a business, and also provides more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied prospectively. The adoption of the new guidance did not have a material impact on the consolidated financial statements. See Notes 6 for additional information. |
Going Concern and Management's
Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2018 | |
Going Concern And Managements Plans [Abstract] | |
Going Concern and Management's Plans | Note 3. Going Concern and Management’s Plans As of December 31, 2018, the Company had cash and cash equivalents of approximately $3.1 million and an accumulated deficit of approximately $ 150.0 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. Management has taken several actions below to ensure that the Company will continue as a going concern through March 31, 2020, including reductions in YOD legacy segment related expenses and discretionary expenditures. · As discussed in Note 14, the Company has entered into a convertible note agreement with Sun Seven Stars Investment Group Limited (“S · Through the recent asset purchase of the SolidOpinion (defined in Note 22), we acquired $2.5 million in cash; and · The Company recently closed on a financing of $2.05 million with ID Venturas 7, LLC. Please refer to Note 22 for additional information. As part of the Company’s strategy, management raised these recent capital to cover short and medium term cash needs, while it plans to unlock revenue from its new fintech advisory services business in 2019. Therefore, the Company does not plan to take additional outside investments in the near term, unless there is a delay product expectations and sales. Although the Company may attempt to raise funds by issuing debt or equity instruments, in the future additional financing may not be available to the Company on terms acceptable to the Company or at all or such resources may not be received in a timely manner. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to scale back or to discontinue certain operations, scale back or discontinue the development of new business lines, reduce headcount, sell assets, file for bankruptcy, reorganize, merge with another entity, or cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. If the Company is in fact unable to continue as a going concern, the shareholders may lose their entire investment in the Company. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4. Revenue The majority of the Company’s revenue is derived from Wecast Service (100% in 2018 and 99.5% in 2017). The following table presents our revenues disaggregated by revenue source, geography (based on our business locations) and timing of revenue recognition. 2018 2017 Geographic Markets Singapore $ 260,034,401 $ 19,028,003 USA 638,412 7,037 Hong Kong 117,070,059 119,683,121 PRC - 5,634,679 $ 377,742,872 $ 144,352,840 Segments -Wecast Service Crude oil $ 260,034,401 $ 143,558,567 Consumer electronics 116,723,251 - Other 985,220 - 377,742,872 143,558,567 -Legacy YOD - 794,273 Total $ 377,742,872 $ 144,352,840 Wecast service revenue Wecast Services is mainly engaged in the sales of crude oil and consumer electronics. Revenue from the sales of crude oil and consumer electronics is recognized when the customer obtains control of the Company’s crude oil and consumer electronics, which occurs at a point in time, usually upon shipment or upon acceptance. The contracts are generally short-term contracts where the time between order confirmation and satisfaction of all performance obligations is less than one year. The most significant judgment is determining whether we are the principal or agent for the sales of crude oil and consumer electronics. We report revenues from these transactions on a gross basis where we are the principal considering the following principal versus agent indicators: (a) We are primarily responsible for fulfilling the promise to provide the goods to the customer. The Company enters into contracts with customers with specific quality requirements and the suppliers separately. The Company is obliged to provide the goods if the supplier fails to transfer the goods to the customer and responsible for the acceptability of the goods. (b) The Company has certain inventory risk. Although the Company has the title to the good only momentarily before passing title on to the customer, the Company is responsible to arrange and issue bill of lading to the customer so that the customer can have the right to obtain the required oil product. In addition, the customer can seek remedies and submit the clam against the Company regarding the quality or quantity of the products delivered. (c) The Company has discretion in establishing prices. Upon delivery of the crude oil and consumer electronics to the customer, the terms of the contract between the Company and the supplier require the Company to pay the supplier the agreed-upon price. The Company and the customer negotiate the selling price, and the Company invoices the customer for the agreed-upon selling price. The Company’s profit is based on the difference between the sales price negotiated with the customer and the price charged by the supplier. The sales price for crude oil is based on the daily benchmark price of spot product plus any premium determined by the Company. Legacy YOD revenue In October 2016, the Company signed an agreement to form a partnership with Zhejiang Yanhua ("Yanhua Agreement"), where Yanhua acts as the exclusive distribution operator in PRC. According to the Yanhua Agreeme nt, the existing legacy Hollywood studio paid contents as well as other IP contents specified in the agreement, along with the corresponding authorized rights letter that the Company is entitled to, will be turned over to Yanhua as a whole package, which was agreed to be priced at RMB13 million (approximately $2 million) as minimal guarantee fee. In addition to the minimal guarantee fee specified, there is a provision in the Yanhua Agreement which states that once the revenue recognized from the existing contents transferred from us to Yanhua reaches the amount of minimal guarantee fee, the revenue above minimal guarantee fee will be shared with us from the date when this revenue threshold is reached based on certain revenue-sharing mechanism stipulated in the Yanhua Agreement. The payment is agreed to be paid in two installments, the first half of RMB 6.5 million was received on December 30, 2016 and revenue was recognized in 2017 based on ASC 926-605. The remaining RMB 6.5 million will be paid under the scenario that the license content fees due to Hollywood studios for the existing legacy Hollywood paid contents will be settled. We did not recognize revenue for the second installment (RMB 6.5 million) since the Company is not entitled to the second installment as of December 31, 2018. Arrangements with multiple performance obligations Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on an observable prices charged to customers or adjusted market assessment or using expected cost plus margin when one is available. Adjusted market assessment price is determined based on overall pricing objectives taking into consideration market conditions and entity specific factors. Variable consideration Certain customers may receive discounts, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration. Deferred revenues We record deferred revenues when cash payments are received or due in advance of our performance, including amounts which are refundable. The increase in the deferred revenue balance for the year ended December 31, 2018 is primarily driven by cash payments received or due in advance of satisfying our performance obligations. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Practical expedients and exemptions We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. |
VIE Structure and Arrangements
VIE Structure and Arrangements | 12 Months Ended |
Dec. 31, 2018 | |
Vie Structure And Arrangements [Abstract] | |
VIE Structure and Arrangements | Note 5. VIE Structure and Arrangements We consolidate VIEs in which we hold a variable interest and are the primary beneficiary through contractual agreements. We are the primary beneficiary because we have the power to direct activities that most significantly affect their economic performance and have the obligation to absorb the majority of their losses or benefits. The results of operations and financial position of these VIEs are included in our consolidated financial statements. For these consolidated VIEs, their assets are not available to us and their creditors do not have recourse to us. As of December 31, 2018 and 2017, assets (mainly long-term investments) that can only be used to settle obligations of these VIEs were approximately $3.5 million and $3.7 million, respectively, and the Company is the major creditor for the VIEs. In order to operate our Legacy YOD business in PRC and to comply with PRC laws and regulations that prohibit or restrict foreign ownership of companies that provides value-added telecommunication services, the Company entered into a series of contractual agreements with two VIEs: Beijing Sinotop Scope Technology Co., Ltd (“Sinotop Beijing”) and Tianjin Sevenstarflix Network Technology Limited (“SSF”). These contractual agreements will be expired in March 2030 and April 2036, respectively and may not be terminated by the VIEs, except with the consent of, or a material breach by us. Currently, the Company is still evaluating the overall operating strategy for YOD legacy business and does not have plan to provide any funding to these two VIEs. Please refer to Note 19(a) for associated regulatory risks. The key terms of the VIE Agreements are summarized as follows: Equity Pledge Agreement The VIEs’ Shareholders pledged all of their equity interests in VIEs (the “Collateral”) to YOD On Demand (Beijing) Technology Co., Ltd (“YOD WFOE”), our wholly owned subsidiary in PRC, as security for the performance of the obligations to make all the required technical service fee payments pursuant to the Technical Services Agreement and for performance of the VIEs’ Shareholders’ obligation under the Call Option Agreement. The terms of the Equity Pledge Agreement expire upon satisfaction of all obligations under the Technical Services Agreement and Call Option Agreement. Call Option Agreement The VIEs’ Shareholders granted an exclusive option to YOD WFOE, or its designee, to purchase, at any time and from time to time, to the extent permitted under PRC law, all or any portion of the VIEs’ Shareholders’ equity in VIEs. The exercise price of the option shall be determined by YOD WFOE at its sole discretion, subject to any restrictions imposed by PRC law. The term of the agreement is until all of the equity interest in VIEs held by the VIEs’ Shareholders are transferred to YOD WFOE, or its designee and may not be terminated by any part to the agreement without consent of the other parties. Power of Attorney The VIEs’ Shareholders granted YOD WFOE the irrevocable right, for the maximum period permitted by law, all of its voting rights as shareholders of VIEs. The VIEs’ Shareholders may not transfer any of its equity interest in VIEs to any party other than YOD WFOE. The Power of Attorney agreements may not be terminated except until all of the equity in VIEs has been transferred to YOD WFOE or its designee. Technical Service Agreement YOD WFOE has the exclusive right to provide technical service, marketing and management consulting service, financial support service and human resource support services to the VIEs, and the VIEs is required to take all commercially reasonable efforts to permit and facilitate the provision of the services by YOD WFOE. As compensation for providing the services, YOD WFOE is entitled to receive service fees from the VIEs equivalent to YOD WFOE’s cost plus 20-30% of such costs as calculated on accounting policies generally accepted in the PRC. YOD WFOE and the VIEs agree to periodically review the service fee and make adjustments as deemed appropriate. The term of the Technical Services Agreement is perpetual, and may only be terminated upon written consent of both parties. Spousal Consent Pursuant to the Spousal Consent, undersigned by the respective spouse of the VIEs’ Shareholders, the spouses unconditionally and irrevocably agree to the execution of the Equity Pledge Agreement, Call Option Agreement and Power of Attorney agreement. The spouses agree to not make any assertions in connection with the equity interest of VIE and to waive consent on further amendment or termination of the Equity Pledge Agreement, Call Option Agreement and Power of Attorney agreement. The spouses further pledge to execute all necessary documents and take all necessary actions to ensure appropriate performance under these agreements upon YOD WFOE’s request. In the event the spouses obtain any equity interests of VIE which are held by the VIEs’ Shareholders, the spouses agreed to be bound by the VIE agreements, including the Technical Services Agreement, and comply with the obligations thereunder, including sign a series of written documents in substantially the same format and content as the VIE agreements. Letter of Indemnification Pursuant to the Letter of Indemnification among YOD WFOE and each nominee shareholder, YOD WFOE agrees to indemnify such nominee shareholder against any personal, tax or other liabilities incurred in connection with their role in equity transfer to the greatest extent permitted under PRC law. YOD WFOE further waives and releases the VIEs’ Shareholders from any claims arising from, or related to, their role as the legal shareholder of the VIE, provided that their actions as a nominee shareholder are taken in good faith and are not opposed to YOD WFOE’s best interests. The VIEs’ Shareholders will not be entitled to dividends or other benefits generated therefrom, or receive any compensation in connection with this arrangement. The Letter of Indemnification will remain valid until either the nominee shareholder or YOD WFOE terminates the agreement by giving the other party hereto sixty (60) days’ prior written notice. Management Services Agreement In addition to VIE agreements described above, our subsidiary and the parent company of YOD WFOE, YOU On Demand (Asia) Limited, a company incorporated under the laws of Hong Kong (“YOD Hong Kong”) has entered into a Management Services Agreement with each VIE. Pursuant to such Management Services Agreement, YOD Hong Kong has the exclusive right to provide to the VIE management, financial and other services related to the operation of the VIE’s business, and the VIE is required to take all commercially reasonable efforts to permit and facilitate the provision of the services by YOD Hong Kong. As compensation for providing the services, YOD Hong Kong is entitled to receive a fee from the VIE, upon demand, equal to 100% of the annual net profits as calculated on accounting policies generally accepted in the PRC of the VIE during the term of the Management Services Agreement. YOD Hong Kong may also request ad hoc quarterly payments of the aggregate fee, which payments will be credited against the VIE’s future payment obligations. In addition, at the sole discretion of YOD Hong Kong, the VIE is obligated to transfer to YOD Hong Kong, or its designee, any part or all of the business, personnel, assets and operations of the VIE which may be lawfully conducted, employed, owned or operated by YOD Hong Kong, including: (a) business opportunities presented to, or available to the VIE may be pursued and contracted for in the name of YOD Hong Kong rather than the VIE, and at its discretion, YOD Hong Kong may employ the resources of the VIE to secure such opportunities; (b) any tangible or intangible property of the VIE, any contractual rights, any personnel, and any other items or things of value held by the VIE may be transferred to YOD Hong Kong at book value; (c) real property, personal or intangible property, personnel, services, equipment, supplies and any other items useful for the conduct of the business may be obtained by YOD Hong Kong by acquisition, lease, license or otherwise, and made available to the VIE on terms to be determined by agreement between YOD Hong Kong and the VIE; (d) contracts entered into in the name of the VIE may be transferred to YOD Hong Kong, or the work under such contracts may be subcontracted, in whole or in part, to YOD Hong Kong, on terms to be determined by agreement between YOD Hong Kong and the VIE; and (e) any changes to, or any expansion or contraction of, the business may be carried out in the exercise of the sole discretion of YOD Hong Kong, and in the name of and at the expense of, YOD Hong Kong; (f) provided, however, that none of the foregoing may cause or have the effect of terminating (without being substantially replaced under the name of YOD Hong Kong) or adversely affecting any license, permit or regulatory status of the VIE. Loan Agreement Pursuant to the Loan Agreement dated April 5, 2016, YOD WFOE agrees to lend RMB 19.8 million and RMB 0.2 million, respectively, to the VIEs’ Shareholders for the purpose of establishing SSF and for development of its business. As of December 31, 2018, RMB27.6 million ($4.2 million) have been lent to VIEs’ Shareholders which has contributed all of the RMB27.6 million ($4.2 million) in the form of capital contribution to SSF. The loan can only be repaid by a transfer by the VIEs’ Shareholders of their equity interests in SSF to YOD WOFE or YOD WOFE’s designated persons, through (i) YOD WOFE having the right, but not the obligation to at any time purchase, or authorize a designated person to purchase, all or part of the VIEs’ Shareholders’ equity interests in SSF at such price as YOD WOFE shall determine (the “Transfer Price”), (ii) all monies received by the VIEs’ Shareholders through the payment of the Transfer Price being used solely to repay YOD WOFE for the loans, and (iii) if the Transfer Price exceeds the principal amount of the loans, the amount in excess of the principal amount of the loans being deemed as interest payable on the loans, and to be payable to YOD WOFE in cash. Otherwise, the loans shall be deemed to be interest free. The term of the Loan Agreement is perpetual, and may only be terminated upon the VIEs’ Shareholders receiving repayment notice, or upon the occurrence of an event of default under the terms of the agreement. The loan extended to the Nominee Shareholders and the capital of SSF are fully eliminated in the consolidated financial statements. Therefore, we consider that there is no asset of the VIEs that can be used only to settle obligation of the Company, except for the registered capital of VIEs amounting to RMB38.2 million (approximately $5.8 million). |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Note 6. Acquisitions and Divestitures 2018 Acquisitions (a) Grapevine Logic, Inc. (“Grapevine”) On September 4, 2018, the Company completed the acquisition of 65.65% share of Grapevine for $2.4 million in cash. Grapevine fits within our overall core strategy to promote the use, development and advancement of technologies, by bringing technology leaders together with industry leaders and creating synergies in our Fintech Ecosystem and the businesses in our network of Industry Ventures. Grapevine is an end-to-end influencer marketing platform that facilitates collaboration between advertisers and brands with video based social influencers and content creators. We believe that Grapevine will help us develop strength in the consumer digital products industry vertical by providing the platform for connecting brands with content-producing influencers and their large-scale audience of consumer-driven followers to whom digital tokens, loyalty and discount cards, multi-purpose digital wallets, and other services may be marketed via Grapevine on behalf of the Company, brand advertisers and influencers, all according to a follower’s areas of interest. As a result of the acquisition, the Company can enhance our flexibility and adaptability in a rapidly evolving technological environment. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and Grapevine. All of the goodwill was assigned to the Company’s Wecast Service segment. None of the goodwill recognized is expected to be deductible for income tax purposes. The transaction was accounted for as a business combination. The following table summarizes the amounts of the assets acquired and liabilities assumed recognized at the acquisition date, as well as the fair value at the acquisition date of the non-controlling interest in Grapevine as of December 31, 2018. Cash $ 508,000 Other financial assets 388,000 Financial liabilities (747,000 ) Noncontrolling interest (679,000 ) Goodwill 705,000 Influencer network 1,980,000 Customer contract 500,000 Trade name 110,000 Technology platform 290,000 Deferred tax liabilities (570,000 ) $ 2,485,000 Pro forma results of operations for Grapevine have not been presented because it is not material to the consolidated results of operations. For all intangible assets acquired and purchased during the year ended December 31, 2018, the influencer network has a weighted-average useful life of 10 years, customer contracts have a weighted-average useful life of 3 years, the trade name has a weighted-average useful life of 15 years and technology platform has a weighted-average useful life of 7 years. Fomalhaut Limited (“Fomalhaut”), a British Virgin Islands company and an affiliate of Bruno Wu (“Dr. Wu”), the Chairman of the Company, is the non-controlling equity holder of 34.35% in Grapevine (the “Fomalhaut Interest”). Fomalhaut entered into an option agreement, effective as of August 31, 2018 (the “Option Agreement”), with the Company pursuant to which the Company provided Fomalhaut with the option to sell the Fomalhaut Interest to the Company. The aggregate sale price for the Fomalhaut Interest is the fair market value of the Fomalhaut Interest as of the close of business on the date preceding the date upon which the right to sell the Fomalhaut Interest to the Company is exercised by Fomalhaut. If the option is exercised, the sale price for the Fomalhaut Interest is payable in a combination of 1/3 in cash and 2/3 in the Company’s shares of common stock at the then market value on the exercise date. The Option Agreement will expire on August 31, 2021. (b) Shanghai Guang Ming Investment Management (“Guang Ming”) On April 24, 2018, the Company completed the acquisition of 100% equity ownership in Guang Ming, a PRC limited liability company, for a total purchase price of $0.36 million in cash. One of the two selling shareholders is a related party, an affiliate of Dr. Wu. Guang Ming holds a special fund management license. The acquisition will help the Company develop a fund management platform. Under Accounting Standard Codification (“ASC”) 805-50-05-5 and ASC 805-50-30-5, the transaction was accounted for as a reorganization of entities under common control, in a manner similar to a pooling of interest, using historical costs. As a result of the reorganization, the net assets of Guang Ming were transferred to the Company, and the accompanying consolidated financial statements have been prepared as if the current corporate structure had been in place at the beginning of periods presented in which the common control existed. Pro forma results of operations for year 2017 acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or in the aggregate. (c) Joint Venture with TPJ Ltd. On October 9 2018, the Company announced that it has entered into a joint venture agreement with TPJ Ltd (“TPJ”), to create Ideanomics Resources LTD, a company organized under the laws of England and Wales and based in London. The joint venture will initially focus its efforts in Africa and Middle East, where TPJ has significant long-term relationships and unlock value in the commodities and energy sectors by leveraging and utilizing the Ideanomics Platform-as-a-Service (“PaaS”) solutions. The Company owns 75% equity interest of Ideanomics Resources and has no obligation to fund the operations. Ideanomics Resources is still in development stage and no revenue generated in 2018. 2017 Acquisitions In January 2017, we completed two acquisitions, Sun Video Group Hong Kong Limited (“SVG”) and Wide Angle Group Limited (“Wide Angle”), for our Wecast business. As of the result of these acquisitions, the Company started to engage in consumer electronics e-commerce and smart supply chain management operations as part of our business strategy for our Wecast Service. The Company acquired 100% of ownership in SVG and 55% of ownership in Wide Angle from a related party, BT Capital Global Limited (“BT”) for $800,000 in cash and contingent consideration arrangement with a $50 million convertible Promissory Note (the “SVG Note”) and a certain percentage of profits. BT is 100% owned by Dr. Wu. The contingent consideration arrangements are as follows: 1. SVG Note- SVG Note with the principal and interest thereon can be convertible into the Company’s common stock at a conversion rate of $1.50 per share and will be automatically convert upon shareholders’ approval. BT has guaranteed that the business of SVG and its subsidiaries and Wide Angle (the “Sun Video Business”) shall achieve revenue of $250 million and $15 million of gross profit (collectively the “Performance Guarantees”) within 12 months of the closing (by January 2018). If the Sun Video Business fails to meet the Performance Guarantees, BT shall either forfeit back to the Company the Company’s common stock (“Earnout Shares”) or the SVG Note, on a pro rata basis based on the Performance Guarantee for which the Sun Video Business achieves the lowest percentage of the respective amount guaranteed. In 2018, the Company determined to issue 16.5 million Earnout Shares directly to BT. 2. Profit sharing payments- if the Sun Video Business achieves more than $50 million in cumulative net income within 3 years of closing, (the “Net Income Threshold”), the Company shall pay BT 50% of the amount of any cumulative net income above the Net Income Threshold. Profit sharing payments shall be made on an annual basis, in either cash or stock at the discretion of our Board of Directors. If the Board decides to make the payment in stock, the number of our shares of common stock to be awarded shall be determined on the basis of the closing market price of the Company’s common stock. As of December 31, 2018, the Company does not expect Sun Video Business will meet Net Income Threshold and therefore did not record contingent liability relating to profit sharing payments. Since the Company, SVG and Wide Angle had been under common controlled by Dr. Wu since November 10, 2016, this transaction was accounted for as a business combination between entities under common control. Therefore, in accordance with ASC Subtopic 805-50, the consolidated financial statements of the Company include the acquired assets and liabilities of the SVG and Wide Angle at their historical carrying amounts starting from November 10, 2016. The consideration of $800,000 was paid in 2017 and 16.5 million Earnout Shares were issued in 2018 and the Company offset it against equity in accordance with ASC 805-50-25-2.B. 2018 Divestitures The Company may divest certain businesses from time to time based upon review of the Company’s portfolio considering, among other items, factors relative to the extent of strategic and technological alignment and optimization of capital deployment, in addition to considering if selling the businesses results in the greatest value creation for the Company and for shareholders. In December 2018, we entered into an agreement with Hooxi, an entity listed on the TSX venture exchange in Canada, and completed the sale of our investment (55% interest) in Wide Angle and Shanghai Huicang Supplychain Management Ltd., whose operations mainly focus on magazines printing, for a nominal amount. This business was under the Wecast segment and had annual sales of approximately $347,000 and continued to incur losses with net assets is approximately $46,000. The transaction resulted in a loss of approximately $1.2 million. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | Note 7. Accounts Receivable Accounts receivable is mainly from our Wecast Service business and consisted of the following: December 31, December 31, 2018 2017 Accounts receivable, gross $ 19,370,665 $ 26,965,731 Less: allowance for doubtful accounts - (3,646 ) Accounts receivable, net $ 19,370,665 $ 26,962,085 The movement of the allowance for doubtful accounts is as follows: December 31, December 31, 2018 2017 Balance at the beginning of the year $ 3,646 $ 2,828,796 Additions charged to bad debt expense - 145,512 Write-off of bad debt allowance - (89,851 ) Disposal of Zhong Hai Shi Xun (3,646 ) (2,880,811 ) Balance at the end of the year $ - $ 3,646 |
Property and Equipment net
Property and Equipment net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 8. Property and Equipment, net The following is a breakdown of property and equipment: December 31, December 31, 2018 2017 Furniture and office equipment $ 357,064 $ 308,383 Vehicle 63,135 147,922 Leasehold improvements 200,435 8,058 Total property and equipment 620,634 464,363 Less: accumulated depreciation (186,514 ) (337,088 ) Construction in progress (Fintech Village) 14,595,307 - Property and Equipment, net $ 15,029,427 $ 127,275 The Company recorded depreciation expense of approximately $139,903 and $221,006, which is included in its operating expense for the years ended December 31, 2018 and 2017, respectively. Global Headquarters for Technology and Innovation in Connecticut (“Fintech Village”) On October 10, 2018, the Company purchased a 58-acre former University of Connecticut campus in West Hartford from the State of Connecticut for $5.2 million in cash and also assumed responsibility of the environmental remediation. The Company obtained a surety bond in favor of the University of Connecticut and the State of Connecticut (the “Seller”) in connection with the Company’s environmental remediation obligations. In order to obtain the surety bond, the Company was required to post $3.6 million in cash collateral with the bonding company and recorded in other non-current assets in the consolidated balance sheet. The Company recorded asset retirement obligations in the amount of $8.0 million as of December 31, 2018 which was the estimates performed by the Seller and at a discount to the purchase price, therefore, we considered it a reasonable estimate of fair value of our asset retirement obligation pursuant to ASC 410-20-25-6. We will assess asset retirement obligations periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. We plan to transform the property into a world-renowned technology campus named Fintech Village with a focus on being a leading technology and innovation facility for developing new and next-generation Fintech solutions utilizing artificial intelligence, deep learning and blockchain. The estimated cost to be incurred to complete construction of Fintech Village is approximately $283 million. In connection with the acquisition, the Company also entered into an Assistance Agreement by and between the State of Connecticut, acting by the Department of Economic and Community Development (the “Assistance Agreement"), pursuant to which the State of Connecticut may provide up to $10.0 million of financial assistance (the “Funding”) which in such case shall be evidenced by a promissory note, provided, however, that the aggregate principal of the funding shall not exceed 50% of the cost of the project. The Company will provide security for its obligation to repay the Funding to the State of Connecticut in the form of a first position mortgage. The Company agrees that in exchange for the Funding it will provide a minimum number of jobs at a minimum annual amount of compensation by December 31, 2021. Failure of the Company to do so will subject it to certain cash penalties for each employee below the minimum employment threshold. If the Company meets the employment obligations it is eligible for forgiveness of up to $10.0 million of the Funding. The Company will agree to certain covenants with respect to the Funding and such Funding may become immediately due and payable upon the occurrence of certain standard events of default. The Company capitalized direct costs and interest cost incurred on funds used to construct Fintech Village and the capitalized cost is recorded as part of construction in progress. Capitalized cost was approximately $945,000 in 2018 mainly related to the legal and architect costs. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 9. Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017 were as follows: Wecast business Balance as of December 31, 2017 $ - Acquisitions 704,884 Foreign currency translation and other adjustments - Balance as of December 31, 2018 $ 704,884 Intangible Assets Information regarding amortizing and indefinite lived intangible assets consisted of the following: December 31, 2018 December 31, 2017 Weight Gross Accumulated Impairment Net Gross Accumulated Impairment Net Amortizing Intangible Assets Animation Copyright 1.3 $ 301,495 $ (64,606 ) $ - $ 236,889 $ - $ - $ - $ - Software and licenses - 97,308 (93,251 ) - 4,057 214,210 (199,626 ) - 14,584 Patent and trademark (i) - - - - - 92,965 (39,943 ) (53,022 ) - Influencer network (ii) 9.7 1,980,000 (66,000 ) - 1,914,000 - - - - Customer contract (ii) 2.7 500,000 (55,556 ) - 444,444 - - - - Trade name (ii) 14.7 110,000 (2,444 ) - 107,556 - - - - Technology platform (ii) 6.7 290,000 (13,808 ) - 276,192 - - - - Total amortizing intangible assets $ 3,278,803 $ (295,665 ) $ - $ 2,983,138 $ 307,175 $ (239,569 ) $ (53,022 ) $ 14,584 Indefinite lived intangible assets Website name (iii) 159,504 - (134,290 ) 25,214 134,290 - - 134,290 Patent (i) 28,000 - - 28,000 10,599 - (10,599 ) - Total intangible assets $ 3,466,307 $ (295,665 ) $ (134,290 ) $ 3,036,352 $ 452,064 $ (239,569 ) $ (63,621 ) $ 148,874 (i) During the second quarter of 2017, the Company determined that one of its subsidiaries in the US would not serve the core business or generate future cash flow. As no future cash flows will be generated from using the patents owned by this subsidiary, the Company estimated the fair value of those patents to be nil as of June 30, 2017. Fair value was determined using unobservable (Level 3) inputs. Impairment loss from patents of $63,621 was recognized in 2017 to write off the entire book value of the patents. (ii) During the third quarter of 2018, the Company completed the acquisition of 65.65% share of Grapevine. See Note 6. (iii) The Company wrote off the YOD website in the amount of approximately $134,000 in 2018 since we no longer used the website. Amortization expense relating to purchased intangible assets was $212,429 and $87,096 for the years ended December 31, 2018, and 2017, respectively. The following table outlines the expected amortization expense for the following years: Amortization to be Years ending December 31, recognized 2019 $ 546,882 2020 520,921 2021 357,873 2022 246,762 2023 and thereafter 1,310,700 Total amortization to be recognized $ 2,983,138 |
Long-term Investments
Long-term Investments | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Long-term Investments | Note 10. Long-term Investments Long-term investments Non-marketable equity investment Our non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer and totaled approximately $9.5 million as of December 31, 2018. As of December 31, 2017, non-marketable equity securities accounted for under the cost method had a carrying value of approximately $6.6 million. 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. There is no impairment in 2018 and 2017. Equity method investments The Company’s investment in companies accounted for using the equity method of accounting consist of the following: December 31, 2018 January 1, 2018 Addition Loss on Impairment Foreign currency December 31, 2018 Wecast Internet (i) $ 6,044 $ - $ (1,935 ) $ - $ 5 $ 4,114 Hua Cheng (ii) 353,498 - (46,070 ) - 1,238 308,666 BDCG (iv) - 9,800,000 - - - 9,800,000 DBOT (v) - 6,976,346 (132,620 ) - - 6,843,726 Total $ 359,542 $ 16,776,346 $ (180,625 ) $ - $ 1,243 $ 16,956,506 All the investments above are privately held companies; therefore, quoted market prices are not available. We have not received any dividends since initial investments. (i) Wecast Internet Starting from October 2016, we have 50% interest in Wecast Internet Limited (“Wecast Internet”) and initial investment was invested RMB 1,000,000 (approximately $149,750). Wecast Internet is in the process of liquidation and the remaining carrying value is immaterial. (ii) Hua Cheng Hu Dong (Beijing) Film and Television Communication Co., Ltd.(“Hua Cheng”) As of December 31, 2018 and 2017, the Company held 39% equity ownership in Hua Cheng, a company established to provide integrated value-added service solutions for the delivery of VOD and enhanced content for cable providers. (iii) Shandong Lushi Media Co., Ltd (“Shandong Media”) As of December 31, 2018 and 2017, the Company held 30% equity ownership in Shandong Media, a print based media business, for Legacy YOD business. The accumulated operating loss of Shandong Media reduced the Company’s investment in Shandong Media to zero. The Company has no obligation to fund future operating losses. (iv) BBD Digital Capital Group Ltd. (“BDCG”) In 2018, we 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 AI and big data technology in the United States. On April 24, 2018, the Company acquired 20% equity ownership in BDCG from one noncontrolling party with cash consideration of a total consideration of $9.8 million which consists of $2 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 million shares of the Company’s common stock), increasing the Company’s ownership to 60%. The remaining 40% 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 participanting rights (in accordance with ASC 810-10-25-11) granted to Seasail. The new entity is currently in the process of ramping up its operations. (v) Delaware Board of Trade Holdings, Inc. (“DBOT”) In August, 2017, the Company made a strategic investment of $250,000 in the Delaware Board of Trade Holdings, Inc. (“DBOT”) to acquire 187,970 common shares. DBOT is an approved and licensed FINRA- and SEC-regulated electronic trading platform with operations in Delaware. One of our subsidiaries is powered by DBOT’s platform, trading system and technology. The Company accounts for this investment using the cost method in 2017, as the Company owns less than 4% of the common shares and the Company has no significant influence over DBOT. By October 2018, the Company issued 2,267,869 shares of the Company’s common stock to acquire additional shares in DBOT, thereby increasing its holdings to 36.92%. As a result, the Company changed its method of accounting for this investment to equity method. The effect of the change from cost method to equity method was immaterial. |
Supplementary Information
Supplementary Information | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Supplementary Information | Note 11. Supplementary Information Other Current Assets “Other current assets” were approximately $3.6 million and $2.3 million as of December 31, 2018 and 2017, respectively. Component of "Other current assets" as of December 31, 2018 and 2017 that was more than 5 percent of total current assets was other receivable in the amount of $3.3 million, including operations deposits receivable from a non-controlling shareholder (approximately $0.9 million) and $ 2.2 million due from third parties, respectively. Other Current Liabilities “Other current liabilities” were approximately $4.6 million and $0.8 million as of December 31, 2018 and 2017, respectively. Component of "Other current liabilities" that was more than 5 percent of total current liabilities was other payable to third parties in the amount of $4.6 million and $0.6 million respectively. |
Convertible Note-Long Term
Convertible Note-Long Term | 12 Months Ended |
Dec. 31, 2018 | |
Notes Payable, Current [Abstract] | |
Convertible Note-Long Term | Note 12. Convertible Note-Long Term 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 $12,000,000 (the Notes). The Notes bear interest at a rate of 8%, mature on June 28, 2021, and are convertible into approximately 6,593,406 shares of the Company’s common stock at a conversion price of $ 1.82 per share. The difference between the conversion price and the fair market value of the common stock on the commitment date (transaction date) resulted in a beneficial conversion feature recorded of approximately $1.4 million. Total interest expense recognized relating to the beneficial conversion feature was $698,000 during the year ended December 31, 2018. The agreements also require the Company to comply with certain covenants, including restrictions on the use of the proceeds and other convertible note offering. As of December 31, 2018, the Company was in compliance with all ratios and covenants. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 13. Stockholders’ Equity Convertible Preferred Stock Our board of directors has authorized 50 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of December 31, 2018 and 2017, 7 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 only entitled to receive dividends when and if declared by the board. Common Stock Our board of directors has authorized 1,500 million shares of common stock, $0.001 par value. Year 2018 Equity Transactions In March and June 2018, the Company entered into a subscription agreement with GT Dollar Ptd. Ltd. (“GTD”) for a private placement and was subsequently amended to reduce the amount of the investment to from $40.0 million to $10.0 million. In October 2018, the Company received $10.0 million and issued an aggregate of 5,494,505 shares of the common stock of the Company, for $1.82 per share, to GTD. In June and December 2018, the Company entered into a subscription agreement and amended agreements with Sun Seven Stars Investment Group Limited, a British Virgin Islands corporation (“SSSIG”), an affiliate of Dr. Wu, to purchase $1.1 million of Common Stock at the then market price. The Company has received $1.1 million in total as of December 31, 2018. The Company expects to issue 572,917 shares of common stock in 2019. In July and December, 2018, the Company entered into a share purchase and option agreement and amended agreement with Star Thrive Group Limited (“Star”), a British Virgin Islands corporation, pursuant to which Star purchased 5,027,324 shares of the Company’s common stock, for $9.2 million (the “Investment”). The Company also granted to Star a share purchase option (the “Call Option”) pursuant to which the Star may, within 24 months after July 24, 2018, purchase from the Company such number of shares of common stock that would bring Star’s total ownership of the Company’s issued and outstanding shares up to 19.5% on a fully diluted basis, at a price equal to 95% of the weighted average trading price of the common stock within 3 months prior to the exercise date of the Call Option. As of December 31, 2018, the Company has received $9.2 million and 5,027,324 shares have been issued. The fair value of the call option is $8.0 million using the Black-Sholes valuation model using the following assumptions: expected terms 1.81 years; volatility 132.55%; dividend yield: zero and risk free interest rate 2.81%. The management determined that the call options is classified within shareholders’ equity as “Additional paid-in capital” upon the issuance in accordance with ASC 815-40 and the proceeds from the investment are allocated to common stock and call options based on the relative fair value of the securities in accordance with ASC 470-20-30. Year 2017 Equity Transactions In May 2017, the Company entered into a subscription agreement with certain investors, including officers, directors and other affiliates of the Company, pursuant to which the Company issued and sold to such investors, in a private placement, an aggregate of 727,273 shares of the common stock of the Company, for $2.75 per share, or a total purchase price of $2.0 million. Investors in the private placement included Lan Yang, the wife of the Company’s Chairman Dr. Wu, and China Telenet Ventures Limited, an entity owned and controlled by Sean Wang, a member of the Company’s Board of Directors. As of July 18, 2017, all subscription amounts have been received by the Company. In October 2017, the Company entered into a Securities Purchase Agreement with Hong Kong Guo Yuan Group Capital Holdings Limited. Pursuant to the terms of the agreement, the Company sold and issued 5,494,505 shares of the Company’s common stock for $1.82 per share, or a total purchase price of $10.0 million. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
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, our Vice Chairman, made a loan to the Company in the amount of $3,000,000. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the aggregate principal amount of $3,000,000 (the “Note”) at a 4% interest rate computed on the basis of a 365-day year. We entered several amendments with respect to the effective conversion price (changed from $1.75 to $1.5), convertible stocks (changed from of Series E Preferred Stock to Common Stock) and extension of the maturity date to December 31, 2019. On November 9, 2017, the Board of Directors approved Amendment No. 7 to $3.0 million Convertible Promissory Notes (“Note”) issued to Mr. Shane McMahon, our Vice Chairman, pursuant to which the maturity date of the Note was extended to December 31, 2019. The Note remains payable on demand or convertible on demand into Common Stock at a conversion price of $1.50. In 2018 and 2017, the Company paid such interest in the amount of $0.0 and $407,863 to Mr. McMahon, and the accumulated interest payable as of December 31, 2018 and 2017 was $140,055 and $20,055. For the years ended December 31, 2018 and 2017, the Company recorded interest expense of $120,000 and $120,000 related to the Note. $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 $2,500,000. The convertible promissory note bear interest at a rate of 4%, matures on February 8, 2020, and are convertible into the shares of the Company’s common stock at a conversion price of $ 1.83 per share anytime at the option of SSSIG. As of December 31, 2018, SSSIG advanced $1.0 million to the Company. We have not received the remaining $1.5 million. (b) Assets Disposal to BT On November 28, 2017, for strategic reasons, the Company and BT agreed to amend the BT share purchase agreement, in which the Company will neither sell the equity of Nanjing Tops Game Co., Ltd, and the equity of the Pantaflix joint venture to BT nor receive the previously agreed upon consideration for such sales. Instead the Company sold to BT 80% of the outstanding capital stock of Zhong Hai Shi Xun Media (Legacy YOD business) to streamline the operations of the Company and to eliminate the Company’s exposure to any liabilities and obligations of Zhong Hai Shi Xun Media. (c) Acquisition of Guang Ming Please refer to Note 6 (b). (d) Stock Option to Non-controlling party in exchange of Grapevine’s interest with the stocks of the Company Please refer to Note 6 (a) Fomalhaut Interest. (e) Investment in Asia Times Holdings (“Asia Times”) In September 2018, we announced the proposed joint venture with Asia Times, a Hong Kong company which owns the Asia Times newspaper, to be named Asia Times Financial Limited (“ATF”). Effective February 20, 2019, and in connection with the resignation of three former executives (see Note 22), the Company and Asia Times agreed to terminate their subscription agreement so that the Company retains approximately 3.16% interest in Asia Times for $1.2 million in cash, and not be obligated to make any further investment into Asia Times. In addition, the parties have agreed to terminate the shareholder’s agreement for the joint venture, ATF. The Company paid $1.2 million in 2018 and recorded in long term investment (non-marketable equity investment). (f) Acquisition of Fintalk Assets (defined below) For developing our Wecast business, on September 7, 2018, the Company entered into an agreement to purchase FinTalk Assets with Sun Seven Star International Limited, a Hong Kong company and an affiliate of Dr. Wu. FinTalk Assets are 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 purchase price for Fintalk Assets is $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 in prepaid expense. The transaction is expected to be completed by the second quarter of 2019. (g) Transactions with Hooxi Network (formerly known as Liberty Biopharma Inc.) (“Hooxi”) Equity Investment In September 2018, the Company entered a share purchase agreements with SSSIG and other persons for whom SSSIG acted as seller-representative (the “Seller”) to purchase common stock of Hooxi, an entity listed on the TSX venture exchange in Canada. The share purchase consisted of the following: · an aggregate of 8,583,034 shares of common stock of Hooxi at fair market value in consideration for the Company’s common stock of equivalent value; and · an aggregate of 3,240,433 additional shares of Hooxi, subject to the Sellers receiving those shares from Hooxi as award of performance shares (“Hooxi performance shares”), if and when certain performance and vesting conditions set out in an agreement among the Sellers and Hooxi are achieved, in consideration for Company common stock of equivalent value. These Hooxi performance shares represent 50% of performance based Hooxi shares to which the Sellers are entitled. In the event the performance criteria are not met, the Hooxi performance shares will not be issued to the Sellers and thus the purchase of these performance shares by the Company will not close. As of the date of this report, the shares related to the above transaction have not been issued by either the Company or SSSIG. In addition, the Company signed a subscription agreement with Hooxi to purchase 1,173,333 common shares of Hooxi for $2.0 million in cash. The Company paid $2.0 million of the purchase price in 2018. The Company recorded this in long-term investments (non-marketable equity investment) (Note 10) in consolidated balance sheets. Sales of Wide Angle and its subsidiary Please see Note 6 - 2018 Divestitures. (h) Crude Oil Trading For the years ended December 31, 2018, we purchased crude oil in the amount of approximately $244 million from three suppliers that a minority shareholder of the Company has significant influence upon because this minority shareholder has significant influence on both our Singapore joint venture and these three suppliers. The Company has recorded the purchase on a separate line item referenced as “Cost of revenue from related parties” in its financial statements. There is no outstanding balances due (in Accounts Payable) as of December 31, 2018. No such related party transactions occurred in 2017. For the years ended December 31, 2018 and 2017, we sold crude oil in the amount of approximately $0 million and $19 million to one customer that is partially owned by the same individual who is also a minority shareholder of Seven Stars Energy Pte. Ltd. (“SSE”). The Company has recorded this sale on a separate line item referenced as “Revenue from Related Party” in its financial statements. (i) Consumer Electronics Trading For the years ended December 31, 2018, we sold consumer electronics in the amount of approximately $99.7 million to one customer that a director of minority shareholder of our subsidiary has significant influence upon. There is no outstanding balances due (in Accounts Receivable) as of December 31, 2018. No such related party transactions occurred in 2017. The Company has recorded this sale on a separate line item referenced as “Revenue from Related Party” in its financial statements. |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2018 | |
Compensation and Retirement Disclosure [Abstract] | |
Share-Based Payments | Note 15. Share-Based Payments As of December 31, 2018, the Company had 1,706,431 options, 87,586 restricted shares and 60,000 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 Effective as of December 3, 2010 and amended on August 3, 2018, our Board of Directors approved the 2010 Stock Incentive Plan (“the 2010 Plan”) pursuant to which options or other similar securities may be granted. As of December 31, 2018, the maximum aggregate number of shares of our common stock that may be issued under the 2010 Plan increased from 4,000,000 shares to 31,500,000 shares. As of December 31, 2018, options available for issuance are 27,635,499 shares. For the years ended December 31, 2018 and 2017, total share-based payments expense was approximately $3.4 million and $1.3 million, respectively. (a) Stock Options Stock option activity for the year ended December 31, 2018 is summarized as follows: Weighted Weighted Average Average Remaining Aggregated Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2018 1,853,391 $ 3.2 2.99 $ 0.02 Granted - - Exercised (136,961 ) 2.34 Expired (9,999 ) 1.58 Forfeited - - Outstanding at December 31, 2018 1,706,431 $ 3.28 4.08 $ - Vested and expected to be vested as of December 31, 2018 1,706,431 $ 3.28 4.08 $ - Options exercisable at December 31, 2018 (vested) 1,653,097 $ 3.33 3.94 $ - As of December 31, 2018, approximately $64,960 of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of approximately 1.43 years. The total fair value of shares vested for the years ended December 31, 2018 and 2017 was $364,001 and $974,237 respectively. Cash received from options exercised during 2018 and 2017 was approximately $28,000 and $100,000. The following table summarizes the assumptions used to estimate the fair values of the share options granted for the year ended 2017 presented. There were no options granted in 2018. December 31, 2017 Expected term 5.4 ~5.9 years Expected volatility 55% ~ 85 % Expected dividend yield 0 % Risk free interest rate 2.04% ~2.29 % (b) Warrants In connection with the Company’s financings, the Warner Brother Agreement and the service agreements, the Company issued warrants to service providers to purchase common stock of the Company. The warrants issued to Warner Brother has been expired without exercise on January 31, 2019. The warrants that were issued to Beijing Sun Seven Stars Culture Development Limited (“SSS”) has been expired without exercise on March 28, 2018. Cash received from warrants exercised during 2018 and 2017 was approximately $1,126,000 and $1,725,000. As of December 31, 2018, the weighted average exercise price was $1.75 and the weighted average remaining life was 0.08 years. The following table outlines the warrants outstanding and exercisable as of December 31, 2018 and December 31, 2017: 2018 2017 Number of Number of Warrants Warrants Outstanding and Outstanding and Exercise Expiration Warrants Outstanding Exercisable Exercisable Price Date 2014 Broker Warrants (Series E Financing) 60,000 703,714 $ 1.75 01/31/19 2016 Warrants to SSS - 1,818,182 $ 2.75 03/28/18 60,000 2,521,896 On September 24, 2018, the Company entered into an employment agreements with three executives and subsequently resigned in February 2019 (see Note 22). As part of their employment agreements, they were entitled to warrants for an aggregate of 8,000,000 shares at an exercise price of $5.375 per share, which is a 25% premium to the $4.30 per share closing market price of the Company’s common stock on September 7, 2018. As a result of the resignation, all the warrants were forfeited. (c) Restricted Shares In January, 2017, the Company granted 35,000 restricted shares to one employee under the “2010 Plan”. The restricted shares have a vesting period of four years with the first one-fourth vesting on the first anniversary from grant date and the remaining three-fourth vesting ratably over twelve quarters. The grant date fair value of the restricted shares was $43,750. As this employee left the Company in February 2017, no expense was recorded. In March and April, 2017, the Company granted 365,000 restricted shares to certain employees under the “2010 Plan”. The restricted shares have a vesting period of four years with the first one-fourth vesting on the first anniversary from grant date and the remaining three-fourth vesting ratably over twelve quarters. The grant date fair value of the restricted shares was $778,200. In November, 2017, the Board of Directors approved 2017 independent board compensation plan, which approved to grant 4,488 restricted shares to each of four then independent directors under the “2010 Plan”. The restricted shares were all vested immediately since commencement date. The aggregated grant date fair value of all those restricted shares was $100,000. In April and June, 2018, the Company granted 1,342,743 restricted shares to certain employees under the “2010 Plan”. 1,239,743 of the restricted shares were all vested immediately at commencement date. Rest of the shares have a vesting period of two years with the first half vesting on the first anniversary from grant date and the other half vesting on the second anniversary. The grant date fair value of the restricted shares was $3,469,532. A summary of the unvested restricted shares is as follows: Weighted-average Shares fair value Non-vested restricted shares outstanding at January 1, 2018 109,586 $ 1.92 Granted 1,342,743 2.58 Forfeited (100,000 ) 2.27 Vested (1,264,743 ) 2.56 Non-vested restricted shares outstanding at December 31, 2018 87,586 $ 2.46 As of December 31, 2018, there was $131,950 of unrecognized compensation cost related to unvested restricted shares. This amount is expected to be recognized over a weighted-average period of 1.26 years. |
Loss Per Common Share
Loss Per Common Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Note 16. Loss Per Common Share 2018 2017 Net loss attributable to common stockholders $ (27,426,356 ) $ (10,503,049 ) Basic Basic weighted average common shares outstanding 78,386,116 61,182,209 Diluted Diluted weighted average common shares outstanding 78,386,116 61,182,209 Net loss per share: Basic $ (0.35 ) $ (0.17 ) Diluted $ (0.35 ) $ (0.17 ) Basic loss per common share attributable to our shareholders is calculated by dividing the net loss attributable to our shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in our losses and thus these shares were not included in the computation of diluted loss per share because the effect was either antidilutive. December 31, December 31, 2018 2017 Warrants 60,000 2,521,896 Options 1,706,431 2,162,977 Series A Preferred Stock 933,333 933,333 Convertible promissory note and interest 10,407,233 35,346,703 Total 13,106,997 40,964,909 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17. Income Taxes (a) Corporate Income Tax (“CIT”) Ideanomics, Inc., M.Y. Products LLC and Grapevine Logic, Inc., are subject to U.S. federal and state income tax. CB Cayman was incorporated in Cayman Islands as an exempted company and is not subject to income tax under the current laws of Cayman Islands. Most of the Company’s income is generated in Hong Kong in 2018. The statutory income tax rate in HK is 16.5%. Seven Stars Energy is incorporated in Singapore in late 2018 which is conducting crude oil trading business. The statutory income tax rate in Singapore is 17%. YOD WFOE, Sinotop Beijing, and Sevenstarflix are PRC entities. The income tax provision of these entities is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in the PRC. In accordance with the Corporate Income Tax Law of the PRC (“CIT Law”), effective beginning on January 1, 2008, enterprises established under the laws of foreign countries or regions and whose “place of effective management” is located within the PRC territory are considered PRC resident enterprises and subject to the PRC income tax at the rate of 25% on worldwide income. The definition of “place of effective management” refers to an establishment that exercises, in substance, and among other items, overall management and control over the production and business, personnel, accounting, and properties of an enterprise. If the Company’s non-PRC incorporated entities are deemed PRC tax residents, such entities would be subject to PRC tax under the CIT Law. Since our non-PRC entities have accumulated loss, the application of this tax rule will not result in any PRC tax liability, if our non-PRC incorporated entities are deemed PRC tax residents. The CIT Law imposes a 10% withholding income tax, subject to reduction based on tax treaty where applicable, for dividends distributed by a foreign invested enterprise to its immediate holding company outside China. Under the PRC-HK tax treaty, the withholding tax on dividends is 5% provided that a HK holding company qualifies as a HK tax resident as defined in the tax treaty. No provision was made for the withholding income tax liability as the Company’s foreign subsidiaries were in accumulated loss. Loss before tax and the provision for income tax benefit consists of the following components: 2018 2017 Loss before tax United States $ (13,139,622 ) $ (841,323 ) PRC/Hong Kong/Singapore (15,323,706 ) (10,018,994 ) $ (28,463,328 ) $ (10,860,317 ) Deferred tax benefit of net operating loss United States $ - $ - PRC/Hong Kong/Singapore - - $ - $ - Deferred tax benefit other than benefit of net operating loss United States $ 40,244 $ - PRC/Hong Kong - - Total income tax benefit $ 40,244 $ - A reconciliation of the expected income tax derived by the application of the U.S. corporate income tax rate to the Company’s loss before income tax benefit is as follows: 2018 2017 U. S. statutory income tax rate 21 % 34 % Non-deductible expenses: Non-deductible stock awards (1.2) % 0.0 % Waiver of intercompany loan related to ZHV disposal 0.0 % 14.7 % Others (0.9) % (2.9) % Non-deductible interest expenses (0.6) % (0.4) % Non-taxable change in fair value warrant liabilities 0.0) % (0.4) % Increase in valuation allowance (18.4) % (21.6) % Tax rate differential 0.1 % (23.4) % Effective income tax rate 0.0 % 0.0 % Deferred income taxes are recognized for future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2018 and 2017 are as follows: 2018 2017 U.S. NOL $ 7,977,213 $ 6,152,242 Foreign NOL 6,406,052 5,365,437 Accrued payroll and expense 131,867 132,812 Nonqualified options 780,800 760,213 Others 171,819 30,040 Total deferred tax assets $ 15,467,751 $ 12,440,744 Less: valuation allowance $ (15,467,751 ) $ (12,440,744 ) As of December 31, 2018, the Company had approximately $38.9 million U.S domestic cumulative tax loss carryforwards and approximately $28.3 million foreign cumulative tax loss carryforwards, which may be available to reduce future income tax liabilities in certain jurisdictions. $26.8 million of the U.S. carryforwards expire in the years 2027 through 2037. The remaining U.S. tax loss is not subject to expiration under the new Tax Law. These PRC tax loss carryforwards will expire beginning year 2019 to year 2023. The Company also has a U.S. capital loss carryover, available to offset future capital gains, of $0.4 million which expires in 2024. Utilization of net operating losses may be subject to an annual limitation due to ownership change limitations provided in the Internal Revenue Code and similar state and foreign provisions. This annual limitation may result in the expiration of net operating losses before utilization. Realization of the Company’s net deferred tax assets is dependent upon the Company’s ability to generate future taxable income in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences and net operating loss carryforwards The valuation allowance increased by approximately $3.0 million during 2018, which consists of $2.3 million resulting from operations and $0.7 million resulting from deferred tax liabilities acquired in the Grapevine acquisition. (b) Uncertain Tax Positions Accounting guidance for recognizing and measuring uncertain tax positions prescribes a threshold condition that a tax position must meet for any of the benefit of uncertain tax position to be recognized in the financial statements. There was no identified unrecognized tax benefit as of December 31, 2018 and 2017. As of December 31, 2018 and 2017, the Company did not accrue any material interest and penalties. The Company’s United States income tax returns are subject to examination by the Internal Revenue Service for at least 2010 and later years. Due to the uncertainty regarding the filing of tax returns for years before 2007, it is possible that the Company is subject to examination by the IRS for earlier years. All of the PRC tax returns for the PRC operating companies are subject to examination by the PRC tax authorities for all periods from the companies’ inceptions in 2007 through 2017 as applicable. (c) U.S. Tax Reform On December 22, 2017 the U.S. enacted the “Tax Cuts and Jobs Act” (“U.S. Tax Reform”) which made significant changes to corporate income tax law. One significant change was to decrease the general corporate income tax rate from 34% to 21%. This change in the rate reduced the Company’s deferred tax assets at December 31, 2017 by approximately $4.4 million. This reduction had no effect on the Company’s income tax expense as the reduction in deferred tax assets was offset by an equivalent reduction in the valuation allowance. Another significant change resulting from U.S. Tax Reform is that any future remittances to the parent company from business income earned by its subsidiaries outside of the U.S. will no longer to taxable to the Company under U.S. tax law. The Company would be liable for payment of income tax, or reduction of the net operating loss carryover, at a reduced rate for any accumulated earnings and profits of its non-U.S. subsidiaries at December 31, 2017. Any such tax would be payable over eight years. The Company’s provisional estimate is that there are no such accumulated earnings and profits at December 31, 2017 and consequently no tax would be payable. The Company continues to gather information relating to this estimate and expects to confirm this estimate during 2018. U.S. Tax Reform includes provisions for Global Intangible Low-Taxed Income (GILTI) under which taxes on foreign income are imposed on the excess of a deemed return on tangible assets of certain foreign subsidiaries and for Base Erosion and Anti-Abuse Tax (BEAT) under which taxes are imposed on certain base eroding payments to affiliated foreign companies. There are substantial uncertainties in the interpretation of BEAT and GILTI and while certain formal guidance was issued by the U.S. tax authority, there are still aspects of the Tax Act that remain unclear and additional guidance is expected in 2019. Such guidance may result in changes to the interpretations and assumptions we made and actions we may take, which may impact amounts recorded with respect to international provisions of U.S. Tax Reform, possibly materially. Consistent with accounting guidance, we treat BEAT as a period tax charge in the period the tax is incurred and have made an accounting policy election to treat GILTI taxes in a similar manner. |
Contingencies and Commitments
Contingencies and Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Commitments | Note 18. Contingencies and Commitments (a) Operating Lease Commitment The Company is committed to paying leased property costs related to our offices as follows: Leased Property Years ending December 31 Costs 2019 $ 1,728,670 2020 1,341,024 2021 1,202,496 2022 1,294,781 2023 1,343,668 Thereafter 2,587,280 Total $ 9,497,919 (b) Lawsuits and Legal Proceedings From time to time, we 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 our business. As of December 31, 2018, there are no such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. |
Concentration, Credit and Other
Concentration, Credit and Other Risks | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentration, Credit and Other Risks | Note 19. Concentration, Credit and Other Risks (a) PRC Regulations The PRC market in which the Company operates poses certain macro-economic and regulatory risks and uncertainties. These uncertainties extend 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 conducts legacy YOD business in China through a series of contractual arrangements (See Note 5). The Company believes that these contractual arrangements are in compliance with PRC law and are legally enforceable. If Sinotop Beijing, SSF or their respective legal shareholders fail to perform the obligations under the contractual arrangements or any dispute relating to these contracts remains unresolved, We can 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. If we had direct ownership of Sinotop Beijing and SSF, it would be able to exercise its rights as a shareholder to effect changes in the board of directors of Sinotop Beijing or SSF, which in turn could effect changes at the management level, subject to any applicable fiduciary obligations. However, under the current contractual arrangements, the Company relies on Sinotop Beijing, SSF and their respective legal shareholders to perform their contractual obligations to exercise effective control. The Company also gives no assurance that PRC government authorities will not take a view in the future that is contrary to the opinion of the Company. If the current ownership structure of the Company and its contractual arrangements with the VIEs and their equity holders were found to be in violation of any existing or future PRC laws or regulations, the Company's ability to conduct its business could be affected and the Company may be required to restructure its ownership structure and operations in the PRC to comply with the changes in the PRC laws which may result in deconsolidation of the VIEs. In addition, the telecommunications, information and media industries remain highly regulated. Restrictions are currently in place and are unclear with respect to which segments of these industries foreign owned entities, like YOD WFOE, may operate. The PRC government may issue from time to time new laws or new interpretations on existing laws to regulate areas such as telecommunications, information and media, some of which are not published on a timely basis or may have retroactive effect. For example, there is substantial uncertainty regarding the Draft Foreign Investment Law, including, among others, what the actual content of the law will be as well as the adoption and effective date of the final form of the law. Administrative and court proceedings in China may also be protracted, resulting in substantial costs and diversion of resources and management attention. While such uncertainty exists, the Company cannot assure that the new laws, when it is adopted and becomes effective, and potential related administrative proceedings will not have a material and adverse effect on the Company's ability to control the affiliated entities through the contractual arrangements. Regulatory risk also encompasses the interpretation by the tax authorities of current tax laws, and the Company’s legal structure and scope of operations in the PRC, which could be subject to further restrictions resulting in limitations on the Company’s ability to conduct business in the PRC. (b) Major Customers Legacy YOD business The Company has agreements with distribution partners, including digital cable operators, IPTV operators, OTT streaming operators and mobile smartphone manufacturers and operator. A distribution partner that individually generates more than 10% of the Company’s revenue is considered a major customer in 2017. No revenue from Legacy YOD business in 2018. Wecast Services Wecast Services is currently primarily engaged with consumer electronics e-commerce and smart supply chain management operations. The Company’s ending customers are located across the world. For the year ended December 31, 2017, two customers individually accounted for more than 10% of the Company’s third parties revenue. Three customers individually accounted for more than 10% of the Company’s net accounts receivables as of December 31, 2017, respectively. For the year ended December 31, 2018, two customers individually accounted for more than 10% of the Company’s revenue. two customers individually accounted for more than 10% of the Company’s net accounts receivables as of December 31, 2018, respectively. (c) Major Suppliers Legacy YOD business The Company relies on agreements with studio content partners to acquire video contents. A content partner that accounts for more than 10% of the Company’s cost of revenues is considered a major supplier. Since January 1, 2017, only the content that was acquired from SSS in the amount of $17.7 million were still recorded as licensed content assets and amortized into cost of sales based on revenue and gross profit margin estimates. For the year ended December 31, 2017, $0.8 million was recorded in cost of sales and $0.8 million was recorded as revenue. No further revenue nor cost of sales was recorded since March 31, 2017. Wecast Services The Company relies on agreements with consumer electronics manufactures. For the year ended December 31, 2017, five suppliers individually accounted for more than 10% of the Company’s cost of revenues. Two suppliers individually accounted for more than 10% of the Company’s accounts payable as of December 31, 2017. For the year ended December 31, 2018, two customers individually accounted for more than 10% of the Company’s revenue. Two customers individually accounted for more than 10% of the Company’s net accounts receivables as of December 31, 2018, respectively. (d) Concentration of Credit Risks Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash and accounts receivable. As of December 31, 2018 and 2017, the Company’s cash was held by financial institutions (located in the PRC, Hong Kong, the United States and Singapore) that management believes have acceptable credit. Accounts receivable are typically unsecured and are mainly derived from revenues from Wecast Services. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances. (e) Foreign Currency Risks A majority of the Company’s operating transactions are denominated in RMB and a significant portion of the Company’s assets and liabilities is denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and to international economic and political developments. In the PRC, certain foreign exchange transactions are required by laws to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to complete the remittance. Cash consist of cash on hand and demand deposits at banks, which are unrestricted as to withdrawal. Time deposits, which mature within one year as of the balance sheet date, represent interest-bearing certificates of deposit with an initial term of greater than three months when purchased. Time deposits which mature over one year as of the balance sheet date are included in non-current assets. Cash and time deposits maintained at banks consist of the following: December 31, 2018 2017 RMB denominated bank deposits with financial institutions in the PRC $ 1,523,622 $ 693,584 US dollar denominated bank deposits with financial institutions in the PRC $ 133,053 $ 628,481 HKD denominated bank deposits with financial institutions in Hong Kong Special Administrative Region (“HK SAR”) $ 13,133 $ 17,508 US dollar denominated bank deposits with financial institutions in Hong Kong Special Administrative Region (“HK SAR”) $ 44,182 $ 1,505,271 US dollar denominated bank deposits with financial institutions in Singapore (“Singapore”) $ 697,099 $ 1,033,769 US dollar denominated bank deposits with financial institutions in The United States of America (“USA”) $ 695,155 $ 3,698,704 Total $ 3,106,244 $ 7,577,317 As of December 31, 2018 and December 31, 2017 deposits of $0 and $369,280 were insured, respectively. To limit exposure to credit risk relating to bank deposits, the Company primarily places bank deposits only with large financial institutions in the PRC, HK SAR, USA, Singapore and Cayman with acceptable credit rating. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2018 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |
Defined Contribution Plan | Note 20. Defined Contribution Plan For our U.S. employees, during 2011, the Company began sponsoring a 401(k) defined contribution plan ("401(k) Plan") that provides for a 100% employer matching contribution of the first 3% and a 50% employer matching contribution of each additional percent contributed by an employee up to 5% of each employee’s pay. Employees become fully vested in employer matching contributions after six months of employment. Company 401(k) matching contributions were approximately $3,242 and $13,173 for the years ended December 31, 2018 and 2017, respectively. Full time employees in the PRC participate in a government-mandated defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Company to make contributions based on certain percentages of the employees’ basic salaries. Other than such contributions, there is no further obligation under these plans. The total contribution for such PRC employee benefits was $456,268 and $439,227 for the years ended December 31, 2018 and 2017, respectively. |
Segments and Geographic Areas
Segments and Geographic Areas | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segments and Geographic Areas | Note 21. Segments and Geographic Areas 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. We operate our business in two operating segments: Legacy YOD and Wecast Service. Segment disclosures are on a performance basis consistent with internal management reporting. The Company does not allocate expenses below segment gross profit since these segments share the same executive team, office space, occupancy expenses, information technology infrastructures, human resources and finance department. Information about segments during the periods presented were as follows: 2018 2017 NET SALES TO EXTERNAL CUSTOMERS -Legacy YOD $ - $ 794,273 -Wecast Service 377,742,872 143,558,567 Net sales 377,742,872 144,352,840 GROSS PROFIT -Legacy YOD - 31,659 -Wecast Service 3,167,834 7,132,788 Gross profit $ 3,167,834 $ 7,164,447 December 31, December 31, 2018 2017 TOTAL ASSETS -Legacy YOD $ 26,442,810 $ 27,141,163 -Wecast Service 51,592,929 30,084,607 -Unallocated assets 16,199,373 11,270,378 -Intersegment elimination - (5,051,660 ) Total $ 94,235,112 $ 63,444,488 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 22. Subsequent Event Acquisition of Assets On February 19, 2019, the Company entered into an agreement with SolidOpinion, Inc (“SolidOpinion”) to purchase the assets of SolidOpinion in exchange for 4.5 million shares of the Company’s common stock. The assets include cash ($2.5 million) and certain intellectual property (“IP”) which is complementary to the IP of Grapevine. The parties agreed that 450,000 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 have the rights to vote and receive the dividends paid with respect to the Escrow Shares. Severance Payments to Three Former Executives 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 approximately $423,000, $296,000 and $118,000, respectively for salary, severance and expenses. Issuance of Senior Secured Convertible Debenture On February 22, 2019, the Company executed an agreement with ID Venturas 7, LLC, whereby the Company issued $2,050,000 in convertible secured note. The note bears interest at a rate of 10% per year and matures on August 22, 2020. The holder is entitled to the following: (i) the convertible note is senior secured and convertible at $1.84 per share of Company common stock at the option of holder, subject to anti-dilution adjustments, (ii) 1,166,113 shares of common stock of the Company and (iii) a warrant exercisable for 150% of the number of shares of common stock which the Note is convertible into. Acquisition of Tree Motion Sdn. Bhd. (“Tree Motion”) On March 5, 2019, the Company entered into the following acquisition agreements: · Acquire 51% of Tree Motion, a Malaysian company, for 25,500,000 shares of the Company’s common stock at $2.00 per share · Acquire 11.22% of Three Motion’s parent company, Tree Manufacturing Sdn. Bhd., for 12,190,000 shares of the Company’s common stock and $620,000 in cash or/and loan. The transactions are conditioned upon the Company’s completion of its due diligence and customary closing conditions. Disposal of Assets in exchange of GTDollar coins In March 2019, the Company entered into the agreement and completed the sale of the following assets (with total carrying amount of approximately $20.4 million) to GTD, a minority shareholder based in Singapore, in exchange for 1,250,000 GTDollar coins (with fair value of approximately $30.0 million). · License content (carrying amount approximately $17.0 million as of December 31, 2018) · Approximately 13% ownership interest in Nanjing Shengyi Network Technology Co., Ltd (“Topsgame”) (carrying amount approximately $3.2 million as of December 31, 2018 which is included in long-term investment-Non-marketable Equity Investment) · Animation copy right (net carrying amount approximately $0.2 million as of December 31, 2018 included in intangible asset.) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements of Ideanomics, Inc., its subsidiaries and VIEs were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. |
Use of Estimates | (b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to the bad debt allowance, sales returns, fair values of financial instruments, intangible assets and goodwill, licensed content, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. We base our 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. |
Cash and Cash Equivalents | (c) Cash and Cash Equivalents Cash consists of cash on hand and demand deposit with an original maturity of three months or less when purchased. Refer to Note 19 (d) and (e) for further information on our credit and foreign currency risks. |
Accounts Receivable, net | (d) Accounts Receivable, net Accounts receivable are recognized at invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company reviews its allowance for doubtful accounts receivable on an ongoing basis. In establishing the required allowance, management considers any historical losses, the customer’s financial condition, the accounts receivable aging, and the customer’s payment patterns. After all attempts to collect a receivable have failed and the potential for recovery is remote, the receivable is written off against the allowance. |
Licensed Content | (e) Licensed Content The Company obtains content through content license agreements with studios and distributors. We recognize licensed content when the license fee and the specified content titles are known or reasonably determinable. Prepaid license fees are classified as an asset (licensed content) and accrued license fees payable are classified as a liability on the consolidated balance sheets. We amortize licensed content in cost of revenues over the contents contractual availability based on the expected revenue derived from the licensed content, beginning with the month of first availability, such that our revenues bear a representative amount of the cost of the licensed content. We review factors that impact the amortization of licensed content at each reporting date, including factors that may bear direct impact on expected revenue from specific content titles. Changes in our expected revenue from licensed content could have a significant impact on our amortization pattern. Management evaluates the recoverability of the licensed content whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. No impairment loss were recorded for the years ended December 31, 2018 and 2017. The Company sold entire licensed content in March 2019. Please refer to Note 22 for additional information. |
Property and Equipment, net | (f) Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and improvements, which extend the original estimated economic useful lives of applicable assets, are capitalized. Expenditures for normal repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss thereon is recognized in the consolidated statement of operations. Depreciation is provided for on a straight-line basis over the estimated useful lives of the respective assets. The estimated useful life is 5 years for the furniture, 3 years for the electronic equipment, 5 to 10 years for the vehicles and lesser of lease terms or the estimated useful lives of the assets for the leasehold improvements. Construction in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Construction in progress at December 31, 2018 represents Fintech Village under construction (See Note 8). Asset retirement obligations Asset retirement obligations generally apply to legal obligations associated with the retirement of a tangible long-lived asset that result from the acquisition, construction or development and the normal operation of a long-lived asset. If a reasonable estimate of fair value can be made, the fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred or a change in estimate occurs. Asset retirement costs associated with asset retirement obligations are capitalized with the carrying amount of the related long-lived assets and depreciated over the asset’s estimated life. The Company’s asset retirement obligations as of December 31, 2018 are mainly associated with the acquisition of Fintech Village that we are contractually obligated to remediate the existing environmental conditions. We included it in the construction in progress and asset retirement obligation (long term) in the consolidated balance sheets. We will start to amortize asset retirement costs upon completion of the assets and put into use. Please see Note 8 for more information. |
Business Combinations | (g) Business Combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. |
Intangible Assets and Goodwill | (h) Intangible Assets and Goodwill Company accounts for intangible assets and goodwill, in accordance with ASC 350, Intangibles – Goodwill and Other. ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be evaluated for impairment at least annually. ASC 350 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives and reviewed for impairment whenever events indicate the carrying amount may not be recoverable. In accordance with ASC 350, goodwill is allocated to reporting units, which are either the operating segment or one reporting level below the operating segment. On an annual basis, we review goodwill for impairment by first assessing qualitative factors to determine whether the existence of events or circumstances makes it more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, goodwill is further tested for impairment by comparing the carrying value to the estimated fair value of its reporting units, determined using externally quoted prices (if available) or a discounted cash flow model and, when deemed necessary, a market approach. Application of goodwill impairment tests requires significant management judgment, including the identification of reporting units, assigning assets, liabilities and goodwill to reporting units and determination of fair value of each reporting unit. Judgment applied when performing the qualitative analysis includes consideration of macroeconomic, industry and market conditions, overall financial performance of the reporting unit, composition, personnel or strategy changes affecting the reporting unit and recoverability of asset groups within a reporting unit. Judgments applied when performing the quantitative analysis includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these judgments, estimates and assumptions could materially affect the determination of fair value for each reporting unit. |
Long-term investments | (i) Long-term investments We account for equity investments through which we exercise significant influence but do not have control over the investee under the equity method (“Equity Method Investments”). Under the equity method, the investment is initially recorded at cost and adjusted for the Company’s share of undistributed earnings or losses of the investee. The Company’s share of losses is not recognized when the investment is reduced to zero since the Company does not guarantee the investees’ obligations nor is the Company committed to providing additional funding. Beginning on January 1, 2018, our equity investment not result in consolidation and not accounted for under the equity method are either carried at fair value or under the measurement alternative upon the adoption of the FASB issued Accounting Standards Update (“ASU”) No. 2016-01 (“Non-marketable Equity Investments”). We utilize the measurement alternative for equity investments that do not have readily determinable fair values and measure these investments at cost less impairment plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. We classify our investments as non-current assets on the consolidated balance sheets as those investments do not have stated contractual maturity dates. Impairment of Investments We periodically review our equity investments for impairment. We consider impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the security is below the carrying amount, we write down the security to fair value. |
Fair Value Measurements | (j) Fair Value Measurements Accounting standards require the categorization of financial assets and liabilities, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The various levels of the fair value hierarchy are described as follows: • Level 1 - Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that we have the ability to access. • Level 2 - Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability. • Level 3 - Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company reviews the valuation techniques used to determine if the fair value measurements are still appropriate on an annual basis, and evaluate and adjust the unobservable inputs used in the fair value measurements based on current market conditions and third party information. Our financial assets and liabilities that are measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, accounts payable, accrued other expenses, other current liabilities and convertible notes. The fair values of these assets approximate carrying values because of the short-term nature of these instruments. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. Our financial assets that are measured at fair value on a nonrecurring basis include goodwill and other intangible assets asset retirement obligations, and adjustment in carrying value of equity securities for which the measurement alternative of cost less impairment plus or minus observable price changes is used. There were no material impairments for 2018 and 2017 and no material adjustments to equity securities using the measurement alternative for 2018. |
Foreign Currency Translation | (k) Foreign Currency Translation The Company uses the United States dollar (“$” or “USD”) as its reporting currency. The Company’s worldwide operations utilize the local currency or the U.S. dollar ("USD") as the functional currency, where applicable. For certain foreign subsidiaries, USD is used as the functional currency. This occurs when the subsidiary is considered an extension of the parent. The functional currency of certain subsidiaries and VIEs located in China (“PRC”) and Hong Kong is either the Renminbi (“RMB”) or Hong Kong dollars (“HKD”). In the consolidated financial statements, the financial information of the entities which use RMB and HKD as their functional currency has been translated into USD: assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at the historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component as a component of “Accumulated other comprehensive loss” in the equity section of the consolidated balance sheets. Transactions denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated in the functional currency at the applicable rates of exchange in effect at the balance sheet date. The resulting exchange differences are recorded in the consolidated statements of operations. |
Revenue Recognition | (l) Revenue Recognition Year 2018 We adopted ASU No. 2014-09, Revenue from Contracts with Customers, and other related ASUs (collectively, ASC 606, Revenue from Contracts with Customers) on January 1, 2018 using the modified retrospective transition approach. The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Recently Adopted Accounting Pronouncements and Note 4 for further discussion on Revenues. Year 2017 In periods prior to the adoption of ASC 606, the Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and the collectability of the resulting receivable is reasonably assured. Legacy YOD The revenue is recognized as services are performed. For certain contracts that involve sub-licensing content within the specified license period, revenue is recognized in accordance with ASC Subtopic 926-605, Entertainment-Films - Revenue Recognition, whereby revenue is recognized upon delivery of films when the arrangement includes a nonrefundable minimum guarantee, delivery is complete and the Company has no substantive future obligations to provide future additional services. Payments received from customers for the performance of future services are recognized as deferred revenue, and subsequently recognized as revenue in the period that the service obligations are completed. In 2018, we do not have any revenue generated from Legacy YOD business. Wecast Services Wecast Services is mainly engaged in the sales of crude oil and consumer electronics. For both sales of crude oil and consumer electronics, sales orders are confirmed after negotiation on price between customers and the Company. The Company recognizes revenue on a gross basis based on the indicator points in ASC 605-45-45-2 and ASC 606-10-55-39. The Company enters into the contracts with the supplier and customer independently. Purchase orders are confirmed after careful selection of suppliers and negotiation on price. The Company purchases crude oil and consumer electronics from suppliers in accordance with sales orders from customers. The Company is responsible for fulfilling the promise to provide the specified good or service in the contract, including sourcing the right oil products desired by the customers, issuing the bill of lading to customers and nominating the vessels that comply with the applicable laws and standards; however customers may still submit claims against the Company in connection with the quality and quantity of any products delivered. Revenue recognition criteria are met when the products are delivered. For sale of crude oil, the Company considers delivery to have occurred once it is shipped; for sale of the consumer electronics, the Company considers delivery to have occurred once it arrives at the designated locations in Hong Kong. The crude oil and electronics sales arrangement do not include provisions for cancellation, variable consideration, returns, inventory swaps or refunds. In accordance with ASC 605-45, Revenue Recognition – Principal Agent Consideration, the Company accounts for revenue from sales of goods on a gross basis. The Company is the primary obligor in the arrangements, as company has the ability to establish prices, and has discretion in selecting the independent suppliers and other third-party that will perform the delivery service, the company is responsible for the defective products and company bears credit risk with customer payments. Accordingly, all such revenue billed to customers is classified as revenue and all corresponding payments to suppliers are classified as cost of revenues. In accordance with ASC 606-10-55-39, the Company accounts for revenue from sales of goods on a gross basis. The Company is primarily responsible for fulfilling the promise to provide the goods to the customer; bears certain inventory risk and also has the discretion in establishing prices. See Note 4 for further discussion on Revenues. |
Research and Development Costs | (m) Research and Development Costs We expense research and development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented. Research and development costs also include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. All the software developed in 2018 and 2017 did not reach technological feasibility and therefore no costs capitalized. |
Share-Based Compensation | (n) Share-Based Compensation The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. The Company also awards stocks and warrants for service to consultants for service and accounts for these awards under ASC 505-50, Equity - Equity-Based Payments to Non-Employees |
Income Taxes | (o) Income Taxes The Company accounts for income taxes in accordance with the asset and liability method. Deferred taxes are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and income tax purposes using enacted rates expected to be in effect when such amounts are realized or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established, as needed to reduce the amount of deferred tax assets if it is considered more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no such interest or penalty for the years ended December 31, 2018 and 2017. On December 22, 2017 the U.S. Tax Reform, which among other effects, reduces the U.S. federal corporate income tax rate to 21% from 34% (or 35% in certain cases) beginning in 2018, requires companies to pay a one-time transition tax on certain unrepatriated earnings from non-U.S. subsidiaries that is payable over eight years. No tax was due under this provision. U.S. Tax reform also makes the receipt of future non-U.S. sourced income of non-U.S. subsidiaries tax-free to U.S. companies and creates a new minimum tax on the earnings of non-U.S. subsidiaries relating to the parent’s deductions for payments to the subsidiaries. |
Net Loss Per Share Attributable to IDEX Shareholders | (p) Net Loss Per Share Attributable to IDEX Shareholders Net loss per share attributable to our shareholders is computed in accordance with ASC 260, Earnings per Share. The two-class method is used for computing earnings per share. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s convertible redeemable preferred shares are participating securities because the holders are entitled to receive dividends or distributions on an as converted basis. For the years presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position and net loss is not allocated to other participating securities, since these securities are not obligated to share the losses in accordance with the contractual terms. Basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Options and warrants are not considered outstanding in computation of basic earnings per share. Diluted net loss per share is computed using the weighted average number of ordinary shares and potential ordinary shares outstanding during the period under treasury stock method. Potential ordinary shares include options and warrants to purchase ordinary shares, preferred shares and convertible promissory note, unless they were anti-dilutive. The computation of diluted net loss per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease in loss per share amoun ts) on net loss per share. |
Reclassifications of a General Nature | (q) Reclassifications of a General Nature Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income. |
Recent Accounting Pronouncements | (r) Recent Accounting Pronouncements Standards Issued and Not Yet Implemented In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 (“ASC 842”) "Leases." ASC 842 supersedes the lease requirements in Accounting Standards Codification (ASC) Topic 840, "Leases." Under ASC 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. We will adopt ASC 842 effective January 1, 2019 using a modified retrospective method and will not restate comparative periods. As permitted under the transition guidance, we will carry forward the assessment of whether our contracts contain or are leases, classification of our leases and remaining lease terms. Based on our portfolio of leases as of December 31, 2018, approximately $8.3 million of lease assets and liabilities will be recognized on our consolidated balance sheet upon adoption. We are substantially complete with our implementation efforts. In June 2016, the FASB issued Accounting Standards Update 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. We will adopt ASU 2016-13 effective January 1, 2020. We are currently evaluating the effect of the adoption of ASU 2016-13 on our consolidated financial statements. The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time of adoption. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which largely aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees. The ASU also clarifies that any share-based payment issued to a customer should be evaluated under ASC 606, Revenue from Contracts with Customers Recently Adopted Accounting Pronouncements In the first quarter of 2018, the Company adopted ASC 606 using the modified retrospective method applied to those contracts/sales orders which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. The effect from the adoption of ASC 606 was not material to our financial statements. (See Note 2 (m) above and Note 4 for more information.) The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. In the first quarter of 2018, the Company adopted ASU 2016-01, "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. We use the prospective method for our non-marketable equity securities. We have elected to use the measurement alternative for our non-marketable equity securities, defined as cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment. The adoption of the new guidance did not have a material impact on the consolidated financial statements. See Notes 10 for additional information. In the first quarter of 2018, the Company adopted ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which clarifies how entities should present restricted cash and restricted cash equivalents in the statements of cash flows, and as a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statements of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The new guidance changed the presentation of restricted cash in the consolidated statements of cash flows and was implemented on a retrospective basis. In the first quarter of 2018, the Company adopted ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The update affects all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The update is intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update provides a more robust framework to use in determining when a set of assets and activities is a business, and also provides more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied prospectively. The adoption of the new guidance did not have a material impact on the consolidated financial statements. See Notes 6 for additional information. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues disaggregated by revenue source, geography and timing of revenue recognition. | 2018 2017 Geographic Markets Singapore $ 260,034,401 $ 19,028,003 USA 638,412 7,037 Hong Kong 117,070,059 119,683,121 PRC - 5,634,679 $ 377,742,872 $ 144,352,840 Segments -Wecast Service Crude oil $ 260,034,401 $ 143,558,567 Consumer electronics 116,723,251 - Other 985,220 - 377,742,872 143,558,567 -Legacy YOD - 794,273 Total $ 377,742,872 $ 144,352,840 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed | Cash $ 508,000 Other financial assets 388,000 Financial liabilities (747,000 ) Noncontrolling interest (679,000 ) Goodwill 705,000 Influencer network 1,980,000 Customer contract 500,000 Trade name 110,000 Technology platform 290,000 Deferred tax liabilities (570,000 ) $ 2,485,000 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of accounts receivable | December 31, December 31, 2018 2017 Accounts receivable, gross $ 19,370,665 $ 26,965,731 Less: allowance for doubtful accounts - (3,646 ) Accounts receivable, net $ 19,370,665 $ 26,962,085 |
Schedule of movement in allowance for doubtful accounts receivable | December 31, December 31, 2018 2017 Balance at the beginning of the year $ 3,646 $ 2,828,796 Additions charged to bad debt expense - 145,512 Write-off of bad debt allowance - (89,851 ) Disposal of Zhong Hai Shi Xun (3,646 ) (2,880,811 ) Balance at the end of the year $ - $ 3,646 |
Property and Equipment net (Tab
Property and Equipment net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, December 31, 2018 2017 Furniture and office equipment $ 357,064 $ 308,383 Vehicle 63,135 147,922 Leasehold improvements 200,435 8,058 Total property and equipment 620,634 464,363 Less: accumulated depreciation (186,514 ) (337,088 ) Construction in progress (Fintech Village) 14,595,307 - Property and Equipment, net $ 15,029,427 $ 127,275 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | Wecast business Balance as of December 31, 2017 $ - Acquisitions 704,884 Foreign currency translation and other adjustments - Balance as of December 31, 2018 $ 704,884 |
Schedule of amortizing and indefinite lived intangible assets | December 31, 2018 December 31, 2017 Weight Gross Accumulated Impairment Net Gross Accumulated Impairment Net Amortizing Intangible Assets Animation Copyright 1.3 $ 301,495 $ (64,606 ) $ - $ 236,889 $ - $ - $ - $ - Software and licenses - 97,308 (93,251 ) - 4,057 214,210 (199,626 ) - 14,584 Patent and trademark (i) - - - - - 92,965 (39,943 ) (53,022 ) - Influencer network (ii) 9.7 1,980,000 (66,000 ) - 1,914,000 - - - - Customer contract (ii) 2.7 500,000 (55,556 ) - 444,444 - - - - Trade name (ii) 14.7 110,000 (2,444 ) - 107,556 - - - - Technology platform (ii) 6.7 290,000 (13,808 ) - 276,192 - - - - Total amortizing intangible assets $ 3,278,803 $ (295,665 ) $ - $ 2,983,138 $ 307,175 $ (239,569 ) $ (53,022 ) $ 14,584 Indefinite lived intangible assets Website name (iii) 159,504 - (134,290 ) 25,214 134,290 - - 134,290 Patent (i) 28,000 - - 28,000 10,599 - (10,599 ) - Total intangible assets $ 3,466,307 $ (295,665 ) $ (134,290 ) $ 3,036,352 $ 452,064 $ (239,569 ) $ (63,621 ) $ 148,874 (i) During the second quarter of 2017, the Company determined that one of its subsidiaries in the US would not serve the core business or generate future cash flow. As no future cash flows will be generated from using the patents owned by this subsidiary, the Company estimated the fair value of those patents to be nil as of June 30, 2017. Fair value was determined using unobservable (Level 3) inputs. Impairment loss from patents of $63,621 was recognized in 2017 to write off the entire book value of the patents. (ii) During the third quarter of 2018, the Company completed the acquisition of 65.65% share of Grapevine. See Note 6. (iii) The Company wrote off the YOD website in the amount of approximately $134,000 in 2018 since we no longer used the website. |
Schedule of amortization expense | Amortization to be Years ending December 31, recognized 2019 $ 546,882 2020 520,921 2021 357,873 2022 246,762 2023 and thereafter 1,310,700 Total amortization to be recognized $ 2,983,138 |
Long-term Investments (Tables)
Long-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of long term investment under equity method | December 31, 2018 January 1, 2018 Addition Loss on Impairment Foreign currency translation adjustments December 31, 2018 Wecast Internet (i) $ 6,044 $ - $ (1,935 ) $ - $ 5 $ 4,114 Hua Cheng (ii) 353,498 - (46,070 ) - 1,238 308,666 BDCG (iv) - 9,800,000 - - - 9,800,000 DBOT (v) - 6,976,346 (132,620 ) - - 6,843,726 Total $ 359,542 $ 16,776,346 $ (180,625 ) $ - $ 1,243 $ 16,956,506 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of stock option activity | Weighted Weighted Average Average Remaining Aggregated Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2018 1,853,391 $ 3.2 2.99 $ 0.02 Granted - - Exercised (136,961 ) 2.34 Expired (9,999 ) 1.58 Forfeited - - Outstanding at December 31, 2018 1,706,431 $ 3.28 4.08 $ - Vested and expected to be vested as of December 31, 2018 1,706,431 $ 3.28 4.08 $ - Options exercisable at December 31, 2018 (vested) 1,653,097 $ 3.33 3.94 $ - |
Schedule of assumptions used to estimate the fair values of the share options | December 31, 2017 Expected term 5.4 ~5.9 years Expected volatility 55% ~ 85 % Expected dividend yield 0 % Risk free interest rate 2.04% ~2.29 % |
Schedule of warrants outstanding and exercisable | 2018 2017 Number of Number of Warrants Warrants Outstanding and Outstanding and Exercise Expiration Warrants Outstanding Exercisable Exercisable Price Date 2014 Broker Warrants (Series E Financing) 60,000 703,714 $ 1.75 01/31/19 2016 Warrants to SSS - 1,818,182 $ 2.75 03/28/18 60,000 2,521,896 |
Schedule of summary of restricted shares | Weighted-average Shares fair value Non-vested restricted shares outstanding at January 1, 2018 109,586 $ 1.92 Granted 1,342,743 2.58 Forfeited (100,000 ) 2.27 Vested (1,264,743 ) 2.56 Non-vested restricted shares outstanding at December 31, 2018 87,586 $ 2.46 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of component of loss per common share | 2018 2017 Net loss attributable to common stockholders $ (27,426,356 ) $ (10,503,049 ) Basic Basic weighted average common shares outstanding 78,386,116 61,182,209 Diluted Diluted weighted average common shares outstanding 78,386,116 61,182,209 Net loss per share: Basic $ (0.35 ) $ (0.17 ) Diluted $ (0.35 ) $ (0.17 ) |
Schedule of number of securities convertible into common shares | December 31, December 31, 2018 2017 Warrants 60,000 2,521,896 Options 1,706,431 2,162,977 Series A Preferred Stock 933,333 933,333 Convertible promissory note and interest 10,407,233 35,346,703 Total 13,106,997 40,964,909 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of loss before tax and provision for income tax benefit | 2018 2017 Loss before tax United States $ (13,139,622 ) $ (841,323 ) PRC/Hong Kong/Singapore (15,323,706 ) (10,018,994 ) $ (28,463,328 ) $ (10,860,317 ) Deferred tax benefit of net operating loss United States $ - $ - PRC/Hong Kong/Singapore - - $ - $ - Deferred tax benefit other than benefit of net operating loss United States $ 40,244 $ - PRC/Hong Kong - - Total income tax benefit $ 40,244 $ - |
Schedule of reconciliation of expected income tax | 2018 2017 U. S. statutory income tax rate 21 % 34 % Non-deductible expenses: Non-deductible stock awards (1.2) % 0.0 % Waiver of intercompany loan related to ZHV disposal 0.0 % 14.7 % Others (0.9) % (2.9) % Non-deductible interest expenses (0.6) % (0.4) % Non-taxable change in fair value warrant liabilities 0.0) % (0.4) % Increase in valuation allowance (18.4) % (21.6) % Tax rate differential 0.1 % (23.4) % Effective income tax rate 0.0 % 0.0 % |
Schedule of components of deferred tax assets and liabilities | 2018 2017 U.S. NOL $ 7,977,213 $ 6,152,242 Foreign NOL 6,406,052 5,365,437 Accrued payroll and expense 131,867 132,812 Nonqualified options 780,800 760,213 Others 171,819 30,040 Total deferred tax assets $ 15,467,751 $ 12,440,744 Less: valuation allowance $ (15,467,751 ) $ (12,440,744 ) |
Contingencies and Commitments (
Contingencies and Commitments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating lease commitment | Leased Property Years ending December 31 Costs 2019 $ 1,728,670 2020 1,341,024 2021 1,202,496 2022 1,294,781 2023 1,343,668 Thereafter 2,587,280 Total $ 9,497,919 |
Concentration, Credit and Oth_2
Concentration, Credit and Other Risks (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of demand deposits | December 31, 2018 2017 RMB denominated bank deposits with financial institutions in the PRC $ 1,523,622 $ 693,584 US dollar denominated bank deposits with financial institutions in the PRC $ 133,053 $ 628,481 HKD denominated bank deposits with financial institutions in Hong Kong Special Administrative Region (“HK SAR”) $ 13,133 $ 17,508 US dollar denominated bank deposits with financial institutions in Hong Kong Special Administrative Region (“HK SAR”) $ 44,182 $ 1,505,271 US dollar denominated bank deposits with financial institutions in Singapore (“Singapore”) $ 697,099 $ 1,033,769 US dollar denominated bank deposits with financial institutions in The United States of America (“USA”) $ 695,155 $ 3,698,704 Total $ 3,106,244 $ 7,577,317 |
Segments and Geographic Areas (
Segments and Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Company's revenue and cost generated from different revenue streams | 2018 2017 NET SALES TO EXTERNAL CUSTOMERS -Legacy YOD $ - $ 794,273 -Wecast Service 377,742,872 143,558,567 Net sales 377,742,872 144,352,840 GROSS PROFIT -Legacy YOD - 31,659 -Wecast Service 3,167,834 7,132,788 Gross profit $ 3,167,834 $ 7,164,447 December 31, December 31, 2018 2017 TOTAL ASSETS -Legacy YOD $ 26,442,810 $ 27,141,163 -Wecast Service 51,592,929 30,084,607 -Unallocated assets 16,199,373 11,270,378 -Intersegment elimination - (5,051,660 ) Total $ 94,235,112 $ 63,444,488 |
Organization and Principal Ac_2
Organization and Principal Activities (Detail Textuals) | 12 Months Ended |
Dec. 31, 2018Segment | |
Organization And Principal Activities [Abstract] | |
Number of operating segments | 2 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Impairment loss recognized from intangible assets | $ 0 | |
U. S. statutory income tax rate | 21.00% | 34.00% |
Portfolio leases of lease assets and liabilities recognized | $ 8,300,000 | |
Furniture | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and Equipment estimated useful life | 5 years | |
Electronic equipment | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and Equipment estimated useful life | 3 years | |
Vehicle | Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and Equipment estimated useful life | 5 years | |
Vehicle | Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and Equipment estimated useful life | 10 years |
Going Concern and Management'_2
Going Concern and Management's Plans (Detail Textuals) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2018 | Feb. 22, 2019 | Feb. 19, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | [1] | ||
Going Concern And Managements Plans [Line Items] | |||||||
Cash and cash equivalents | $ 3,106,244 | $ 7,577,317 | $ 4,079,769 | ||||
Accumulated deficit | (149,975,302) | $ (126,693,022) | [2] | ||||
Convertible promissory note | SSSIG | |||||||
Going Concern And Managements Plans [Line Items] | |||||||
Additional cash received | $ 1,500,000 | ||||||
Subsequent Event [Member] | Solid Opinion | |||||||
Going Concern And Managements Plans [Line Items] | |||||||
Cash included in the acquisition of assets | $ 2,500,000 | ||||||
Subsequent Event [Member] | ID Venturas 7, LLC | |||||||
Going Concern And Managements Plans [Line Items] | |||||||
Principal amount of convertible note | $ 2,050,000 | ||||||
[1] | The above consolidated statements of cash flows includes Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | ||||||
[2] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited ("Guang Ming"). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Revenue (Details)
Revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Disaggregation of Revenue [Line Items] | |||
Total | $ 377,742,872 | $ 144,352,840 | [1] |
Singapore | |||
Disaggregation of Revenue [Line Items] | |||
Total | 260,034,401 | 19,028,003 | |
USA | |||
Disaggregation of Revenue [Line Items] | |||
Total | 638,412 | 7,037 | |
Hong Kong | |||
Disaggregation of Revenue [Line Items] | |||
Total | 117,070,059 | 119,683,121 | |
PRC | |||
Disaggregation of Revenue [Line Items] | |||
Total | 0 | 5,634,679 | |
Wecast Services | |||
Disaggregation of Revenue [Line Items] | |||
Total | 377,742,872 | 143,558,567 | |
Crude oil | Wecast Services | |||
Disaggregation of Revenue [Line Items] | |||
Total | 260,034,401 | 143,558,567 | |
Consumer electronics | Wecast Services | |||
Disaggregation of Revenue [Line Items] | |||
Total | 116,723,251 | 0 | |
Other | Wecast Services | |||
Disaggregation of Revenue [Line Items] | |||
Total | $ 985,220 | $ 0 | |
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Revenue (Detail Textuals)
Revenue (Detail Textuals) ¥ in Millions, $ in Millions | Oct. 08, 2016USD ($)Installment | Oct. 08, 2016CNY (¥)Installment | Dec. 31, 2018 | Dec. 31, 2017 |
Disaggregation of Revenue [Line Items] | ||||
Majority of revenue percentage | 100.00% | 99.50% | ||
Legacy YOD | Customer Concentration Risk [Member] | Yanhua Agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Minimal guarantee fee | $ 2 | ¥ 13 | ||
Number of installments | Installment | 2 | 2 | ||
Amount recognized as revenue of the first installment | ¥ 6.5 | |||
Second installments of agreement to be paid in three months from the date when the first installment | ¥ 6.5 |
VIE Structure and Arrangements
VIE Structure and Arrangements (Detail Textuals) ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2018USD ($)Entity | Dec. 31, 2018CNY (¥) | Dec. 31, 2017USD ($) | Apr. 05, 2016CNY (¥) | |
Variable Interest Entity [Line Items] | ||||
Number of variable interest entity | Entity | 2 | |||
Contractual Agreements | SSF | YOD WFOE | ||||
Variable Interest Entity [Line Items] | ||||
Registered capital | $ 4.2 | ¥ 27.5 | ||
Loan Agreement | YOD WFOE | ||||
Variable Interest Entity [Line Items] | ||||
Loan payable | ¥ 19.8 | |||
Loan Agreement | Nominee Shareholders | ||||
Variable Interest Entity [Line Items] | ||||
Loan payable | ¥ 0.2 | |||
VIE | ||||
Variable Interest Entity [Line Items] | ||||
Assets that settle obligations of VIEs | $ | $ 3.5 | $ 3.7 | ||
VIE | PRC | YOD WFOE | Minimum | ||||
Variable Interest Entity [Line Items] | ||||
Percentages of service fees | 20.00% | |||
VIE | PRC | YOD WFOE | Maximum | ||||
Variable Interest Entity [Line Items] | ||||
Percentages of service fees | 30.00% | |||
VIE | Contractual Agreements | YOD Hong Kong | ||||
Variable Interest Entity [Line Items] | ||||
Registered capital | $ 5.8 | ¥ 38.2 |
Acquisition (Details)
Acquisition (Details) | Sep. 04, 2018USD ($) |
Business Combinations [Abstract] | |
Cash | $ 508,000 |
Other financial assets | 388,000 |
Financial liabilities | (747,000) |
Noncontrolling interest | (679,000) |
Goodwill | 705,000 |
Influencer network | 1,980,000 |
Customer contract | 500,000 |
Trade name | 110,000 |
Technology platform | 290,000 |
Deferred tax liabilities | (570,000) |
Net assets assumed | $ 2,485,000 |
Acquisition (Detail Textuals)
Acquisition (Detail Textuals) - USD ($) | Sep. 04, 2018 | Apr. 24, 2018 | Dec. 31, 2018 | Oct. 09, 2018 |
Business Acquisition [Line Items] | ||||
Intangible assets acquired | $ 110,000 | |||
Net assets assumed | $ 2,485,000 | |||
Grapevine Logic, Inc. ("Grapevine") | ||||
Business Acquisition [Line Items] | ||||
Percentage of ownership interest acquired | 65.65% | |||
Cash paid to acquire entity | $ 2,400,000 | |||
Net assets assumed | $ 149,000 | |||
Grapevine Logic, Inc. ("Grapevine") | Bruno Wu ("Mr.Wu") | ||||
Business Acquisition [Line Items] | ||||
Percentage of non voting stock by equity holder | 34.35% | |||
Grapevine Logic, Inc. ("Grapevine") | Influence network | ||||
Business Acquisition [Line Items] | ||||
Weighted-average useful life | 10 years | |||
Grapevine Logic, Inc. ("Grapevine") | Customer contracts | ||||
Business Acquisition [Line Items] | ||||
Weighted-average useful life | 3 years | |||
Grapevine Logic, Inc. ("Grapevine") | Trade name | ||||
Business Acquisition [Line Items] | ||||
Weighted-average useful life | 15 years | |||
Grapevine Logic, Inc. ("Grapevine") | Technology platform | ||||
Business Acquisition [Line Items] | ||||
Weighted-average useful life | 7 years | |||
Shanghai GuangMing Investment Management ("Shanghai GuangMing") | ||||
Business Acquisition [Line Items] | ||||
Percentage of ownership interest acquired | 100.00% | |||
Total purchase price paid | $ 360,000 | |||
TPJ Ltd | Joint venture agreement | ||||
Business Acquisition [Line Items] | ||||
Percentage of ownership interest acquired | 75.00% |
Acquisition (Detail Textuals 1)
Acquisition (Detail Textuals 1) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Sun Video Group HK Limited | BT Capital Global Limited | |||
Business Acquisition [Line Items] | |||
Principal amount of Promissory Note (SVG Note) | $ 800,000 | ||
Conversion price of note convertible | $ 1.50 | ||
Expected revenue to generate | $ 250,000,000 | ||
Percentage of equity ownership | 100.00% | ||
Expected profit performance guarantee | $ 15,000,000 | ||
Cumulative threshold limit of net income achieve within 3 years | $ 50,000,000 | ||
Percentage of cumulative net income payment | 50.00% | ||
Convertible Promissory Note | $ 50,000,000 | ||
Number of earn out shares | 16.5 | ||
Wide Angle Group Limited | |||
Business Acquisition [Line Items] | |||
Cash consideration for exchange | $ 800,000 | ||
Percentage of equity ownership | 55.00% | 55.00% |
Acquisition (Detail textuals 2)
Acquisition (Detail textuals 2) - Wide Angle Group Limited - USD ($) | 1 Months Ended | |
Dec. 31, 2018 | Jan. 30, 2017 | |
Business Acquisition [Line Items] | ||
Percentage of equity ownership | 55.00% | 55.00% |
Proceeds from sale of investments | $ 347,000 | |
Net assets after divestitures | 46,000 | |
Transaction loss on divestitures | $ 1,200,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Receivables [Abstract] | |||
Accounts receivable, gross | $ 19,370,665 | $ 26,965,731 | |
Less: allowance for doubtful accounts | 0 | (3,646) | |
Accounts receivable, net | $ 19,370,665 | $ 26,962,085 | [1] |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited ("Guang Ming"). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Accounts Receivable (Details 1)
Accounts Receivable (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at the beginning of the year | $ 3,646 | $ 2,828,796 |
Additions charged to bad debt expense | 0 | 145,512 |
Write-off of bad debt allowance | 0 | (89,851) |
Disposal of Zhong Hai Shi Xun | (3,646) | (2,880,811) |
Balance at the end of the year | $ 0 | $ 3,646 |
Property and Equipment net (Det
Property and Equipment net (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 620,634 | $ 464,363 | |
Less: accumulated depreciation | (186,514) | (337,088) | |
Property and equipment, net | 15,029,427 | 127,275 | [1] |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 357,064 | 308,383 | |
Vehicle | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 63,135 | 147,922 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 200,435 | 8,058 | |
Construction in progress (Fintech Village) | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 14,595,307 | $ 0 | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited ("Guang Ming"). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Property and Equipment net (D_2
Property and Equipment net (Detail Textuals) - USD ($) | Oct. 10, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | |||
Asset retirement obligations | $ 8,000,000 | ||
Assistance Agreement | |||
Property, Plant and Equipment [Line Items] | |||
Total purchase price in asset acquisition | $ 10,000,000 | ||
Maximum percentage of project cost as aggregate principal of funding | 50.00% | ||
Forgiveness of promissory note after meet conditions | $ 10,000,000 | ||
University of Connecticut | |||
Property, Plant and Equipment [Line Items] | |||
Purchase price | 5,200,000 | ||
Cash collateral expense | 3,600,000 | ||
Investments | $ 283,000,000 | ||
Operating expense | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 139,903 | $ 221,006 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance | $ 0 |
Acquisitions | 704,884 |
Foreign currency translation and other adjustments | 0 |
Balance | $ 704,884 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
Amortizing Intangible Assets | ||||
Gross Carry Amount | $ 3,278,803 | $ 307,175 | ||
Accumulated Amortization | (295,665) | (239,569) | ||
Impairment Loss | 0 | (53,022) | ||
Total amortization to be recognized | 2,983,138 | 14,584 | ||
Total intangible assets | ||||
Gross Carry Amount | 3,466,307 | 452,064 | ||
Accumulated Amortization | (295,665) | (239,569) | ||
Impairment Loss | (134,290) | (63,621) | ||
Net Balance | $ 3,036,352 | 148,874 | [1] | |
Animation Copyright | ||||
Amortizing Intangible Assets | ||||
Weight Average Remaining Useful Life (in years) | 1 year 3 months 18 days | |||
Gross Carry Amount | $ 301,495 | 0 | ||
Accumulated Amortization | (64,606) | 0 | ||
Impairment Loss | 0 | 0 | ||
Total amortization to be recognized | 236,889 | 0 | ||
Software and licenses | ||||
Amortizing Intangible Assets | ||||
Gross Carry Amount | 97,308 | 214,210 | ||
Accumulated Amortization | (93,251) | (199,626) | ||
Impairment Loss | 0 | 0 | ||
Total amortization to be recognized | 4,057 | 14,584 | ||
Patent and trademark | ||||
Amortizing Intangible Assets | ||||
Gross Carry Amount | [2] | 0 | 92,965 | |
Accumulated Amortization | [2] | 0 | (39,943) | |
Impairment Loss | [2] | 0 | (53,022) | |
Total amortization to be recognized | [2] | $ 0 | 0 | |
Influencer network | ||||
Amortizing Intangible Assets | ||||
Weight Average Remaining Useful Life (in years) | [3] | 9 years 8 months 23 days | ||
Gross Carry Amount | [3] | $ 1,980,000 | 0 | |
Accumulated Amortization | [3] | (66,000) | 0 | |
Impairment Loss | [3] | 0 | 0 | |
Total amortization to be recognized | [3] | $ 1,914,000 | 0 | |
Customer contract | ||||
Amortizing Intangible Assets | ||||
Weight Average Remaining Useful Life (in years) | [3] | 2 years 8 months 12 days | ||
Gross Carry Amount | [3] | $ 500,000 | 0 | |
Accumulated Amortization | [3] | (55,556) | 0 | |
Impairment Loss | [3] | 0 | 0 | |
Total amortization to be recognized | [3] | $ 444,444 | 0 | |
Trade name | ||||
Amortizing Intangible Assets | ||||
Weight Average Remaining Useful Life (in years) | [3] | 14 years 8 months 12 days | ||
Gross Carry Amount | [3] | $ 110,000 | 0 | |
Accumulated Amortization | [3] | (2,444) | 0 | |
Impairment Loss | [3] | 0 | 0 | |
Total amortization to be recognized | [3] | $ 107,556 | 0 | |
Technology platform | ||||
Amortizing Intangible Assets | ||||
Weight Average Remaining Useful Life (in years) | [3] | 6 years 8 months 12 days | ||
Gross Carry Amount | [3] | $ 290,000 | 0 | |
Accumulated Amortization | [3] | (13,808) | 0 | |
Impairment Loss | [3] | 0 | 0 | |
Total amortization to be recognized | [3] | 276,192 | 0 | |
Website name | ||||
Indefinite lived intangible assets | ||||
Gross Carry Amount | [4] | 159,504 | 134,290 | |
Accumulated Amortization | [4] | 0 | 0 | |
Impairment Loss | [4] | (134,290) | 0 | |
Net Balance | [4] | 25,214 | 134,290 | |
Patent | ||||
Indefinite lived intangible assets | ||||
Gross Carry Amount | [2] | 28,000 | 10,599 | |
Accumulated Amortization | [2] | 0 | 0 | |
Impairment Loss | [2] | 0 | (10,599) | |
Net Balance | [2] | $ 28,000 | $ 0 | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited ("Guang Ming"). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | |||
[2] | During the second quarter of 2017, the Company determined that one of its subsidiaries in the US would not serve the core business or generate future cash flow. As no future cash flows will be generated from using the patents owned by this subsidiary, the Company estimated the fair value of those patents to be nil as of June 30, 2017. Fair value was determined using unobservable (Level 3) inputs. Impairment loss from patents of $63,621 was recognized in 2017 to write off the entire book value of the patents. | |||
[3] | During the third quarter of 2018, the Company completed the acquisition of 65.65% share of Grapevine. See Note 6. | |||
[4] | The Company wrote off the YOD website in the amount of approximately $134,000 in 2018 since we no longer used the website. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 546,882 | |
2020 | 520,921 | |
2021 | 357,873 | |
2022 | 246,762 | |
2023 and thereafter | 1,310,700 | |
Total amortization to be recognized | $ 2,983,138 | $ 14,584 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment Loss Of Intangible Assets | $ 134,290 | $ 63,621 |
Amortization expense relating to purchased intangible assets | $ 212,429 | $ 87,096 |
Long-term Investments (Details)
Long-term Investments (Details) | 1 Months Ended | 12 Months Ended | |||||
Oct. 31, 2016USD ($) | Oct. 31, 2016CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | ||||
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Capital increase | [1] | $ 35,612 | |||||
Impairment loss | $ 0 | 0 | [2] | ||||
Wecast Internet | |||||||
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Beginning balance | [3] | 6,044 | |||||
Capital increase | $ 149,750 | ¥ 1,000,000 | 0 | [3] | |||
Loss on investment | [3] | (1,935) | |||||
Impairment loss | [3] | 0 | |||||
Foreign currency translation adjustments | [3] | 5 | |||||
Ending balance | [3] | 4,114 | 6,044 | ||||
Hua Cheng | |||||||
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Beginning balance | [4] | 353,498 | |||||
Capital increase | [4] | 0 | |||||
Loss on investment | [4] | (46,070) | |||||
Impairment loss | [4] | 0 | |||||
Foreign currency translation adjustments | [4] | 1,238 | |||||
Ending balance | [4] | 308,666 | 353,498 | ||||
BDCG | |||||||
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Beginning balance | [5] | 0 | |||||
Capital increase | [5] | 9,800,000 | |||||
Loss on investment | [5] | 0 | |||||
Impairment loss | [5] | 0 | |||||
Foreign currency translation adjustments | [5] | 0 | |||||
Ending balance | [5] | 9,800,000 | 0 | ||||
DBOT | |||||||
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Beginning balance | [6] | 0 | |||||
Capital increase | [6] | 6,976,346 | |||||
Loss on investment | [6] | (132,620) | |||||
Impairment loss | [6] | 0 | |||||
Foreign currency translation adjustments | [6] | 0 | |||||
Ending balance | [6] | 6,843,726 | 0 | ||||
Shandong Media | |||||||
Schedule Of Equity Method Investment [Roll Forward] | |||||||
Beginning balance | 359,542 | ||||||
Capital increase | 16,776,346 | ||||||
Loss on investment | (180,625) | ||||||
Impairment loss | 0 | ||||||
Foreign currency translation adjustments | 1,243 | ||||||
Ending balance | $ 16,956,506 | $ 359,542 | |||||
[1] | The above consolidated statements of cash flows includes Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | ||||||
[2] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | ||||||
[3] | Wecast Internet Starting from October 2016, we have 50% interest in Wecast Internet Limited ("Wecast Internet") and initial investment was invested RMB 1,000,000 (approximately $149,750). Wecast Internet is in the process of liquidation and the remaining carrying value is immaterial. | ||||||
[4] | Hua Cheng Hu Dong (Beijing) Film and Television Communication Co., Ltd.("Hua Cheng") As of the years ended December 31, 2018 and 2017, the Company held 39% equity ownership in Hua Cheng, a company established to provide integrated value-added service solutions for the delivery of VOD and enhanced content for cable providers. | ||||||
[5] | BBD Digital Capital Group Ltd. ("BDCG") In 2018, we 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 AI and big data technology in the United States. On April 24, 2018, the Company acquired 20% equity ownership in BDCG from one noncontrolling party with cash consideration of a total consideration of $9.8 million which consists of $2 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 million shares of the Company's common stock), increasing the Company's ownership to 60%. The remaining 40% 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 participanting rights (in accordance with ASC 810-10-25-11) granted to Seasail. The new entity is currently in the process of ramping up its operations. | ||||||
[6] | Delaware Board of Trade Holdings, Inc. ("DBOT") In August, 2017, the Company made a strategic investment of $250,000 in the Delaware Board of Trade Holdings, Inc. ("DBOT") to acquire 187,970 common shares. DBOT is an approved and licensed FINRA- and SEC-regulated electronic trading platform with operations in Delaware. One of our subsidiaries is powered by DBOT's platform, trading system and technology. The Company accounts for this investment using the cost method in 2017, as the Company owns less than 4% of the common shares and the Company has no significant influence over DBOT. |
Long-term Investments (Detail T
Long-term Investments (Detail Textuals) | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2018shares | Apr. 24, 2018USD ($)$ / sharesshares | Aug. 31, 2017USD ($)shares | Oct. 31, 2016USD ($) | Oct. 31, 2016CNY (¥) | Dec. 31, 2018USD ($)Unrelatedpartyshares | Dec. 31, 2017USD ($) | ||||
Debt Instrument [Line Items] | ||||||||||
Non marketable equity investment | $ 9,500,000 | $ 6,600,000 | ||||||||
Equity method investment | 17,000,000 | 400,000 | ||||||||
Common stock issuance (GTD) | 10,000,000 | |||||||||
Long-term investments | $ 26,408,609 | 6,975,511 | [1] | |||||||
Capital decrease in long term investment | [2] | $ 35,612 | ||||||||
Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Purchase of shares | shares | 5,494,505 | |||||||||
Common stock issuance (GTD) | $ 5,494 | |||||||||
Common stock issuance for acquisition (DBOT) (in shares) | shares | 2,267,869 | |||||||||
DBOT | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Purchase of shares | shares | 187,970 | |||||||||
Long-term investments | $ 250,000 | |||||||||
Common stock issuance for acquisition (DBOT) (in shares) | shares | 2,267,869 | |||||||||
Increase in percentage of additional common stock share acquire | 28.00% | |||||||||
DBOT | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of equity ownership | 4.00% | |||||||||
Shandong Lushi Media Co., Ltd (Shandong Media) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of equity ownership | 30.00% | 30.00% | ||||||||
Seasail Ventures Limited [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of equity ownership | 40.00% | |||||||||
BDCG | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of equity ownership | 20.00% | 60.00% | ||||||||
Number of unrelated party | Unrelatedparty | 2 | |||||||||
Total cash consideration paid | $ 9,800,000 | |||||||||
Cash paid to acquire entity | 2,000,000 | |||||||||
Value of capital stock issued | $ 7,800,000 | |||||||||
Number of common stock issued | shares | 3,000,000 | |||||||||
Share price of capital stock issued | $ / shares | $ 2.60 | |||||||||
Wecast Internet Limited ("Wecast Internet") | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of equity ownership | 50.00% | 50.00% | ||||||||
Capital decrease in long term investment | $ 149,750 | ¥ 1,000,000 | $ 0 | [3] | ||||||
Hua Cheng | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of equity ownership | 39.00% | 39.00% | ||||||||
Capital decrease in long term investment | [4] | $ 0 | ||||||||
Shandong Media | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capital decrease in long term investment | $ 16,776,346 | |||||||||
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited ("Guang Ming"). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | |||||||||
[2] | The above consolidated statements of cash flows includes Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") | |||||||||
[3] | Wecast Internet Starting from October 2016, we have 50% interest in Wecast Internet Limited ("Wecast Internet") and initial investment was invested RMB 1,000,000 (approximately $149,750). Wecast Internet is in the process of liquidation and the remaining carrying value is immaterial. | |||||||||
[4] | Hua Cheng Hu Dong (Beijing) Film and Television Communication Co., Ltd.("Hua Cheng") As of the years ended December 31, 2018 and 2017, the Company held 39% equity ownership in Hua Cheng, a company established to provide integrated value-added service solutions for the delivery of VOD and enhanced content for cable providers. |
Supplementary Information (Deta
Supplementary Information (Detail Textuals) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Supplementary Information [Line Items] | |||
Other Assets, Current | $ 3,594,942 | $ 2,276,096 | [1] |
Other Liabilities, Current | $ 4,615,346 | 801,560 | [1] |
Description of other current liabilities component | More than 5 percent | ||
Other payable to third party | $ 4,600,000 | 600,000 | |
CHINA | |||
Supplementary Information [Line Items] | |||
Description of other current assets component | More than 5 percent | ||
Operations deposits receivable from non controlling shareholder | $ 900,000 | ||
Other receivable from third party | $ 3,300,000 | $ 2,200,000 | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited ("Guang Ming"). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Convertible Note-Long Term (Det
Convertible Note-Long Term (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended |
Jun. 28, 2018 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Common stock issuance (GTD) | $ 10,000,000 | |
Advantech Capital Investment II Limited | Common Stock Purchase Agreement | ||
Debt Instrument [Line Items] | ||
Common stock issuance (GTD) | $ 12,000,000 | |
Interest rate | 8.00% | |
Common stock issued from conversion of convertible note | 6,593,406 | |
Conversion price | $ 1.82 | |
Amount of beneficial conversion feature | $ 1,400,000 | |
Maturity date of the note | Jun. 28, 2021 | |
Interest expense recognized to beneficial conversion feature | $ 698,000 |
Stockholder's Equity (Detail Te
Stockholder's Equity (Detail Textuals) - USD ($) | 1 Months Ended | 4 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Oct. 31, 2018 | Jul. 24, 2018 | Oct. 31, 2017 | May 31, 2017 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 16,500,000 | 16,500,000 | 16,500,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 7,154,997 | 7,154,997 | 0 | |||||
Preferred stock, shares outstanding | 7,154,997 | 7,154,997 | 0 | |||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Amount of shares issued | $ 10,000,000 | |||||||
Dividend yield | 0.00% | 0.00% | ||||||
Private placement | Investors, officers & directors and affiliates | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares issued | 727,273 | |||||||
Amount of shares issued | $ 2,000,000 | |||||||
Shares issued, price per share (in dollars per share) | $ 2.75 | |||||||
Guo Yuan | Private placement | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares issued | 5,494,505 | |||||||
Amount of shares issued | $ 10,000,000 | |||||||
Shares issued, price per share (in dollars per share) | $ 1.82 | |||||||
Subscription Agreement | GTD | Private placement | ||||||||
Stockholders Equity [Line Items] | ||||||||
Total amount of investment | $ 10,000,000 | $ 40,000,000 | ||||||
Total purchase price | $ 10,000,000 | |||||||
Number of shares issued | 5,494,506 | |||||||
Shares issued, price per share (in dollars per share) | $ 1.82 | |||||||
Subscription Agreement | Sun Seven Stars Investment Group Limited [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Total amount of investment | $ 1,100,000 | |||||||
Total purchase price | $ 1,100,000 | |||||||
Number of shares expected to issued in 2019 | 572,917 | |||||||
Share Purchase & Option Agreement | Star Thrive Group Limited ("Star") | ||||||||
Stockholders Equity [Line Items] | ||||||||
Number of shares issued | 5,027,324 | 5,027,324 | ||||||
Amount of shares issued | $ 9,200,000 | |||||||
Call option description | the Star may, within 24 months after July 24, 2018, purchase from the Company such number of shares of common stock that would bring Star's total ownership of the Company's issued and outstanding shares up to 19.5% on a fully diluted basis, at a price equal to 95% of the weighted average trading price of the common stock within 3 months prior to the exercise date of the Call Option. | the Star may, within 24 months after July 24, 2018, purchase from the Company such number of shares of common stock that would bring Star's total ownership of the Company's issued and outstanding shares up to 19.5% on a fully diluted basis, at a price equal to 95% of the weighted average trading price of the common stock within 3 months prior to the exercise date of the Call Option. | ||||||
Fair value of call option | $ 8,000,000 | |||||||
Expected term | 1 year 9 months 22 days | |||||||
Volatility rate | 132.55% | |||||||
Risk-free interest rate | 2.81% | |||||||
Dividend yield | 0.00% | |||||||
Convertible preferred stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Series A preferred stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Preferred stock, shares issued | 7,000,000 | 7,000,000 | 7,000,000 | |||||
Preferred stock, shares outstanding | 7,000,000 | 7,000,000 | 7,000,000 | |||||
Preferred stock, voting rights | one vote |
Related Party Transactions (Det
Related Party Transactions (Detail Textuals) - USD ($) | Feb. 08, 2019 | Nov. 09, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | May 10, 2012 | ||
Related Party Transaction [Line Items] | |||||||||
Amount due to related parties | $ 800,822 | $ 434,030 | [1] | $ 800,822 | $ 434,030 | [1] | |||
Interest expenses related to note | 120,000 | 120,000 | |||||||
Accumulated interest payable | $ 140,055 | 20,055 | $ 140,055 | $ 20,055 | |||||
Asia Times | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest rate of convertible note | 316.00% | 316.00% | |||||||
$2.5 Million Convertible Promissory Note | SSSIG | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advance received without any interest | $ 1,000,000 | $ 1,000,000 | |||||||
Convertible convertible promissory note amount not received | 1,500,000 | $ 1,500,000 | |||||||
Mr. Shane McMahon | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest expenses related to note | $ 0 | $ 407,863 | |||||||
Mr. Shane McMahon | $3.0 Million Convertible Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount due to related parties | $ 3,000,000 | ||||||||
Principal amount of convertible note | $ 3,000,000 | ||||||||
Interest rate of convertible note | 4.00% | ||||||||
Conversion price of note convertible | $ 1.50 | $ 1.5 | $ 1.5 | $ 1.75 | |||||
Maturity date of the note | Dec. 31, 2019 | Dec. 31, 2019 | |||||||
Bruno Wu ("Mr.Wu") | $2.5 Million Convertible Promissory Note | SSSIG | Subsequent Event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal amount of convertible note | $ 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 | ||||||||
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited ("Guang Ming"). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Related Party Transactions (D_2
Related Party Transactions (Detail Textuals 1) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Feb. 20, 2019 | Dec. 31, 2017 | [1] | Nov. 28, 2017 | |
Related Party Transaction [Line Items] | |||||
Long-term investments | $ 26,408,609 | $ 6,975,511 | |||
Asia Times | |||||
Related Party Transaction [Line Items] | |||||
Advance payment made | $ 1,200,000 | ||||
Interest rate of convertible note | 316.00% | ||||
Asia Times | Subsequent Event | |||||
Related Party Transaction [Line Items] | |||||
Percentage of equity ownership | 10.00% | ||||
Zhong Hai Shi Xun Media | |||||
Related Party Transaction [Line Items] | |||||
Percentage of equity ownership | 80.00% | ||||
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited ("Guang Ming"). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Related Party Transactions (D_3
Related Party Transactions (Detail Textuals 2) - USD ($) | Sep. 07, 2018 | Sep. 28, 2018 | Sep. 17, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Oct. 31, 2018 |
Related Party Transaction [Line Items] | ||||||
Convertible note-long term | $ 11,313,770 | $ 11,313,770 | ||||
Common stock financing | 10,000,000 | |||||
Amount received on share issued | $ 7,800,000 | |||||
Subscription Agreement | Sun Seven Stars Investment Group Limited | ||||||
Related Party Transaction [Line Items] | ||||||
Total amount of investment | $ 1,100,000 | |||||
Subscription Agreement | Hooxi | ||||||
Related Party Transaction [Line Items] | ||||||
Amount received on share issued | $ 2,000,000 | |||||
Number of common shares to be purchased pursuant to agreement | 1,173,333 | |||||
Payments to acquire common shares | $ 2,000,000 | |||||
Share purchase agreements with SSSIG | Hooxi | ||||||
Related Party Transaction [Line Items] | ||||||
Number of common shares received at fair market value in consideration for the company's common stock of equivalent value | 8,583,034 | |||||
Number of additional common shares received as award of performance shares | 3,240,433 | |||||
Bruno Wu ("Mr.Wu") | Share Purchase & Option Agreement | Hooxi | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock financing | $ 15,500,000 | |||||
Percentage of ownership interest acquired | 50.00% | |||||
Fintalk | Bruno Wu ("Mr.Wu") | Purchase and Assumption Agreement (the "SSIL Agreement") | Sun Seven Stars Investment Group Limited | ||||||
Related Party Transaction [Line Items] | ||||||
Convertible note-long term | $ 1,000,000 | |||||
Common stock fair market value | 6,000,000 | |||||
Purchase price | $ 7,000,000 | |||||
Prepaid Expense | $ 1,000,000 |
Related Party Transactions (D_4
Related Party Transactions (Detail Textuals 3) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | [1] | |
Related Party Transactions [Abstract] | |||
Purchase of crude oil, commitment amount | $ 244,000,000 | ||
Amount of sold crude oil | 99,718,005 | $ 18,973,054 | |
Consumer electronics sold to director of minority shareholder | $ 99,700,000 | ||
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Share-Based Payments (Details)
Share-Based Payments (Details) - Stock Options - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Options Outstanding | ||
Outstanding at January 1, 2018 | 1,853,391 | |
Granted | 0 | |
Exercised | (136,961) | |
Expired | (9,999) | |
Forfeited | 0 | |
Outstanding at December 31, 2018 | 1,706,431 | 1,853,391 |
Vested and expected to be vested as of December 31, 2018 | 1,706,431 | |
Options exercisable at December 31, 2018 (vested) | 1,653,097 | |
Weighted Average Exercise Price | ||
Outstanding at January 1, 2018 | $ 3.2 | |
Granted | 0 | |
Exercised | 2.34 | |
Expired | 1.58 | |
Forfeited | 0 | |
Outstanding at December 31, 2018 | 3.28 | $ 3.2 |
Vested and expected to be vested as of December 31, 2018 | 3.28 | |
Options exercisable at December 31, 2018 (vested) | $ 3.33 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding at December 31, 2018 | 4 years 29 days | 2 years 11 months 27 days |
Vested and expected to be vested as of December 31, 2018 | 4 years 29 days | |
Options exercisable at December 31, 2017 (vested) | 3 years 11 months 9 days | |
Aggregated Intrinsic Value | ||
Outstanding at December 31, 2017 | $ 0 | $ 0.02 |
Vested and expected to be vested as of December 31, 2017 | 0 | |
Options exercisable at December 31, 2017 (vested) | $ 0 |
Share-Based Payments (Details 1
Share-Based Payments (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected term | 3 months 18 days | 5 years 4 months 24 days |
Expected volatility | 55.00% | 55.00% |
Risk-free interest rate | 0.54% | 2.04% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected term | 4 years 10 months 24 days | 5 years 10 months 24 days |
Expected volatility | 70.00% | 85.00% |
Risk-free interest rate | 1.35% | 2.29% |
Share-Based Payments (Details 2
Share-Based Payments (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 24, 2018 | Dec. 31, 2017 | |
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable | 60,000 | 8,000,000 | 2,521,896 |
Exercise price of warrants | $ 1.75 | $ 5.375 | |
2014 Broker Warrants (Series E Financing) | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable | 60,000 | 703,714 | |
Exercise price of warrants | $ 1.75 | ||
Expiration Date | Jan. 31, 2019 | ||
2016 Warrants to SSS | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Exercisable | 0 | 1,818,182 | |
Exercise price of warrants | $ 2.75 | ||
Expiration Date | Mar. 28, 2018 |
Share-Based Payments (Details 3
Share-Based Payments (Details 3) - Restricted Stock | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Shares | |
Non-vested restricted shares outstanding at January 1, 2018 | shares | 109,586 |
Granted | shares | 1,342,743 |
Forfeited | shares | (100,000) |
Vested | shares | (1,264,743) |
Non-vested restricted shares outstanding at December 31, 2018 | shares | 87,586 |
Weighted-average fair value | |
Non-vested restricted shares outstanding at January 1, 2018 | $ / shares | $ 1.92 |
Granted | $ / shares | 2.58 |
Forfeited | $ / shares | 2.27 |
Vested | $ / shares | 2.56 |
Non-vested restricted shares outstanding at December 31, 2018 | $ / shares | $ 2.46 |
Share-Based Payments (Detail Te
Share-Based Payments (Detail Textuals) | 1 Months Ended | 12 Months Ended | |||||||||
Sep. 24, 2018$ / sharesshares | Jun. 30, 2018USD ($)shares | Apr. 30, 2018USD ($)shares | Nov. 30, 2017USD ($)Directorshares | Apr. 30, 2017USD ($)shares | Mar. 31, 2017USD ($)shares | Jan. 31, 2017USD ($)Employeeshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Aug. 03, 2018shares | Dec. 03, 2010shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrants outstanding to purchase shares of common stock | 8,000,000 | 60,000 | 2,521,896 | ||||||||
Share-based payments expense | $ | $ 3,400,000 | $ 1,300,000 | |||||||||
Unrecognized compensation expense related to non-vested share options | $ | 64,960 | ||||||||||
Total fair value of vested shares | $ | $ 364,001 | 974,237 | |||||||||
Weighted average exercise price of warrants | $ / shares | $ 5.375 | $ 1.75 | |||||||||
Weighted average remaining life of warrants | 29 days | ||||||||||
Cash received from options exercised | $ | $ 28,000 | 100,000 | |||||||||
Cash received from warrants exercised | $ | $ 1,126,000 | $ 1,725,000 | |||||||||
Percentage of premium on exercise price | 25.00% | ||||||||||
Closing market price | $ / shares | $ 4.30 | ||||||||||
Weighted average period for recognition related to non-vested restricted shares | 1 year 5 months 5 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 | 27,635,499 | ||||||||||
Employee | 2010 Stock Incentive Plan ("the Plan") | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted shares granted | 1,342,743 | 1,342,743 | |||||||||
Restricted shares, vesting period | 2 years | 2 years | |||||||||
Amount of grant date fair value of the restricted shares | $ | $ 3,469,532 | $ 3,469,532 | |||||||||
Restricted shares vested | 1,239,743 | 1,239,743 | |||||||||
Board of Directors | 2010 Stock Incentive Plan ("the Plan") | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted shares granted | 4,488 | ||||||||||
Amount of grant date fair value of the restricted shares | $ | $ 100,000 | ||||||||||
Number of directors | Director | 4 | ||||||||||
Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options outstanding to purchase shares of common stock | 87,586 | ||||||||||
Number of restricted shares to purchase shares of common stock | 87,586 | 109,586 | |||||||||
Restricted shares granted | 1,342,743 | ||||||||||
Restricted shares vested | 1,264,743 | ||||||||||
Unrecognized compensation cost related to unvested restricted shares | $ | $ 131,950 | ||||||||||
Weighted average period for recognition related to non-vested restricted shares | 1 year 3 months 4 days | ||||||||||
Restricted Stock | 2010 Stock Incentive Plan ("the Plan") | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted shares granted | 365,000 | 365,000 | 35,000 | ||||||||
Number of employees | Employee | 1 | ||||||||||
Restricted shares, vesting period | 4 years | 4 years | 4 years | ||||||||
Amount of grant date fair value of the restricted shares | $ | $ 778,200 | $ 778,200 | $ 43,750 | ||||||||
Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Options outstanding to purchase shares of common stock | 1,706,431 | 1,853,391 | |||||||||
Stock options issued to employees | 0 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Earnings Per Share [Abstract] | |||
Net loss attributable to common stockholders | $ (27,426,356) | $ (10,503,049) | [1] |
Basic | |||
Basic weighted average common shares outstanding | 78,386,116 | 61,182,209 | |
Diluted | |||
Diluted weighted average common shares outstanding | 78,386,116 | 61,182,209 | |
Net loss per share: | |||
Basic | $ (0.35) | $ (0.17) | |
Diluted | $ (0.35) | $ (0.17) | |
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Loss Per Common Share (Details
Loss Per Common Share (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 13,106,997 | 40,964,909 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 60,000 | 2,521,896 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,706,431 | 2,162,977 |
Series A preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 933,333 | 933,333 |
Convertible promissory note and interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,407,233 | 35,346,703 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Operating Loss Carryforwards [Line Items] | |||
Loss before tax | $ (28,463,328) | $ (10,860,317) | [1] |
Deferred tax benefit of net operating loss | 0 | 0 | |
Deferred tax benefit other than benefit of net operating loss | 0 | 0 | |
Total income tax benefit | 40,244 | ||
United States | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before tax | (13,139,622) | (841,323) | |
Deferred tax benefit of net operating loss | 0 | 0 | |
Deferred tax benefit other than benefit of net operating loss | 0 | 0 | |
Total income tax benefit | 40,244 | ||
PRC/Hong Kong | |||
Operating Loss Carryforwards [Line Items] | |||
Loss before tax | (15,323,706) | (10,018,994) | |
Deferred tax benefit of net operating loss | 0 | 0 | |
Deferred tax benefit other than benefit of net operating loss | $ 0 | $ 0 | |
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U. S. statutory income tax rate | 21.00% | 34.00% |
Non-deductible expenses: | ||
Non-deductible stock awards | (1.20%) | 0.00% |
Waiver of intercompany loan related to ZHV disposal | 0.00% | 14.70% |
Others | (0.90%) | (2.90%) |
Non-deductible interest expenses | (0.60%) | (0.40%) |
Non-taxable change in fair value warrant liabilities | (0.00%) | (0.40%) |
Increase in valuation allowance | (18.40%) | (21.60%) |
Tax rate differential | 0.10% | (23.40%) |
Others | 0.00% | 0.00% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
U.S. NOL | $ 7,977,213 | $ 6,152,242 |
Foreign NOL | 6,406,052 | 5,365,437 |
Accrued payroll and expense | 131,867 | 132,812 |
Nonqualified options | 780,800 | 760,213 |
Others | 171,819 | 30,040 |
Total deferred tax assets | 15,467,751 | 12,440,744 |
Less: valuation allowance | $ (15,467,751) | $ (12,440,744) |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
PRC income tax rate | 25.00% | ||
Withholding income tax rate | 10.00% | ||
Withholding tax on dividends rate | 5.00% | ||
Reduction in deferred tax assets due to change in tax rate | $ 4.4 | ||
Cumulative tax loss carryforwards | $ 26.8 | ||
Valuation allowance increased (decreased) | 3 | ||
Results of operations, revenue, other | 2.3 | ||
Deferred tax liabilities | $ 0.7 | ||
Capital loss carryover available To offset future capital gains expires in 2024 | 0.4 | ||
U.S domestic | |||
Operating Loss Carryforwards [Line Items] | |||
Cumulative tax loss carryforwards | 38.9 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Cumulative tax loss carryforwards | $ 28.3 |
Contingencies and Commitments_2
Contingencies and Commitments (Details) | Dec. 31, 2018USD ($) |
Years ending December 31, | |
2019 | $ 1,728,670 |
2020 | 1,341,024 |
2021 | 1,202,496 |
2022 | 1,294,781 |
2023 | 1,343,668 |
Thereafter | 2,587,280 |
Total | $ 9,497,919 |
Concentration, Credit and Oth_3
Concentration, Credit and Other Risks (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue, Major Customer [Line Items] | ||
Total | $ 3,106,244 | $ 7,577,317 |
RMB denominated bank deposits | PRC | ||
Revenue, Major Customer [Line Items] | ||
Total | 1,523,622 | 693,584 |
U.S dollar denominated bank deposits | PRC | ||
Revenue, Major Customer [Line Items] | ||
Total | 133,053 | 628,481 |
U.S dollar denominated bank deposits | Hong Kong Special Administrative Region (HKSAR) | ||
Revenue, Major Customer [Line Items] | ||
Total | 44,182 | 1,505,271 |
U.S dollar denominated bank deposits | The United States of America (USA) | ||
Revenue, Major Customer [Line Items] | ||
Total | 695,155 | 3,698,704 |
U.S dollar denominated bank deposits | Singapore (Singapore) | ||
Revenue, Major Customer [Line Items] | ||
Total | 697,099 | 1,033,769 |
HKD denominated bank deposits | Hong Kong Special Administrative Region (HKSAR) | ||
Revenue, Major Customer [Line Items] | ||
Total | $ 13,133 | $ 17,508 |
Concentration, Credit and Oth_4
Concentration, Credit and Other Risks (Detail Textuals) - Major Customers - Customer | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Legacy YOD | Revenue | ||
Revenue, Major Customer [Line Items] | ||
Description of percentage of revenue for major customer | more than 10% | |
Number of customers | 4 | |
Wecast Services | Revenue | ||
Revenue, Major Customer [Line Items] | ||
Description of percentage of revenue for major customer | more than 10% | more than 10% |
Number of customers | 2 | 2 |
Wecast Services | Accounts receivables | ||
Revenue, Major Customer [Line Items] | ||
Description of percentage of revenue for major customer | more than 10% | more than 10% |
Number of customers | 2 | 3 |
Concentration, Credit and Oth_5
Concentration, Credit and Other Risks (Detail Textuals 1) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Dec. 31, 2018USD ($)Customer | Dec. 31, 2017USD ($)Customer | Dec. 31, 2016USD ($) | |
Revenue, Major Customer [Line Items] | ||||
Insured deposit | $ 0 | $ 369,280 | ||
Legacy YOD | Licensed Content Commitment | ||||
Revenue, Major Customer [Line Items] | ||||
Cost of revenue | $ 17,700,000 | |||
Legacy YOD | Major Suppliers | Cost of revenues | ||||
Revenue, Major Customer [Line Items] | ||||
Cost of revenue | $ 800,000 | |||
Legacy YOD | Major Suppliers | Cost of revenues | Content partner | ||||
Revenue, Major Customer [Line Items] | ||||
Description of percentage of revenue for major supplier | more than 10 | |||
Legacy YOD | Major Suppliers | Revenue | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue | $ 800,000 | |||
Wecast Services | Major Suppliers | Cost of revenues | ||||
Revenue, Major Customer [Line Items] | ||||
Description of percentage of revenue for major supplier | more than 10 | more than 10 | ||
Number of suppliers | Customer | 3 | 5 | ||
Wecast Services | Major Suppliers | Accounts payable | ||||
Revenue, Major Customer [Line Items] | ||||
Description of percentage of revenue for major supplier | more than 10 | more than 10 | ||
Number of suppliers | Customer | 2 | 2 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contribution, percent | 100.00% | |
Employer matching contribution, description | 401(k) defined contribution plan ("401(k) Plan") that provides for a 100% employer matching contribution of the first 3% and a 50% employer matching contribution of each additional percent contributed by an employee up to 5% of each employee's pay. Employees become fully vested in employer matching contributions after six months of employment. | |
Employer matching contribution, amount | $ 3,242 | $ 13,173 |
PRC | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contribution, amount | $ 456,268 | $ 439,227 |
Segments and Geographic Areas_2
Segments and Geographic Areas (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
NET SALES TO EXTERNAL CUSTOMERS | |||
Net sales | $ 377,742,872 | $ 144,352,840 | [1] |
GROSS PROFIT | |||
Gross profit | 3,167,834 | 7,164,447 | [1] |
Operating Segments | |||
NET SALES TO EXTERNAL CUSTOMERS | |||
Net sales | 383,171,656 | 144,352,840 | |
GROSS PROFIT | |||
Gross profit | 379,435,961 | 7,164,447 | |
Legacy YOD | Operating Segments | |||
NET SALES TO EXTERNAL CUSTOMERS | |||
Net sales | 0 | 794,273 | |
GROSS PROFIT | |||
Gross profit | 0 | 31,659 | |
Wecast Services | |||
NET SALES TO EXTERNAL CUSTOMERS | |||
Net sales | 377,742,872 | 143,558,567 | |
Wecast Services | Operating Segments | |||
NET SALES TO EXTERNAL CUSTOMERS | |||
Net sales | 377,742,872 | 143,558,567 | |
GROSS PROFIT | |||
Gross profit | $ 3,167,834 | $ 7,132,788 | |
[1] | The above consolidated statements of operations include Guang Ming. The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Segments and Geographic Areas_3
Segments and Geographic Areas (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Assets [Abstract] | |||
Total | $ 94,235,112 | $ 63,444,488 | [1] |
Unallocated assets | |||
Assets [Abstract] | |||
Total | 16,199,373 | 11,270,378 | |
Intersegment elimination | |||
Assets [Abstract] | |||
Total | 0 | (5,051,660) | |
Legacy YOD | Operating Segments | |||
Assets [Abstract] | |||
Total | 26,442,810 | 27,141,163 | |
Wecast Services | Operating Segments | |||
Assets [Abstract] | |||
Total | $ 51,592,929 | $ 30,084,607 | |
[1] | The above consolidated balance sheets include Shanghai Guang Ming Investment Management Limited ("Guang Ming"). The acquisition of Guang Ming was completed on April 4, 2018 and accounted for as a reorganization of entities under common control and as if it had been owned by the Company since November 10, 2016 in accordance with ASC Subtopic 805-50 (See Note 6 "Acquisition") |
Segments and Geographic Areas_4
Segments and Geographic Areas (Detail Textuals) | 12 Months Ended |
Dec. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Subsequent Event (Detail Textua
Subsequent Event (Detail Textuals) - USD ($) | Mar. 05, 2019 | Feb. 22, 2019 | Feb. 20, 2019 | Feb. 19, 2019 | Dec. 31, 2018 | Mar. 14, 2019 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||||
Common stock value per share | $ 0.001 | $ 0.001 | |||||
Amount of shares issued | $ 10,000,000 | ||||||
Gt Dollar Ptd. Ltd | Animation copy right | |||||||
Subsequent Event [Line Items] | |||||||
Assets Sold Under Agreements Carrying Amount | 200,000 | ||||||
Gt Dollar Ptd. Ltd | License content | |||||||
Subsequent Event [Line Items] | |||||||
Assets Sold Under Agreements Carrying Amount | 3,200,000 | ||||||
Gt Dollar Ptd. Ltd | Nanjing Shengyi Network Technology Co., Ltd | |||||||
Subsequent Event [Line Items] | |||||||
Assets Sold Under Agreements Carrying Amount | $ 17,000,000 | ||||||
Subsequent Event | Former Chief Executive Officer | |||||||
Subsequent Event [Line Items] | |||||||
Salary, severance and expenses | $ 423,000 | ||||||
Subsequent Event | Former Chief Investment Officer | |||||||
Subsequent Event [Line Items] | |||||||
Salary, severance and expenses | 296,000 | ||||||
Subsequent Event | Former Chief Strategy Officer | |||||||
Subsequent Event [Line Items] | |||||||
Salary, severance and expenses | $ 118,000 | ||||||
Subsequent Event | Solid Opinion | |||||||
Subsequent Event [Line Items] | |||||||
Cash included in the acquisition of assets | $ 2,500,000 | ||||||
Escrow Shares | 450,000 | ||||||
Number of shares issued | 4,500,000 | ||||||
Subsequent Event | ID Venturas 7, LLC | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount of convertible note | $ 2,050,000 | ||||||
Interest rate | 10.00% | ||||||
Maturity date | Aug. 22, 2020 | ||||||
Common stock value per share | $ 1.84 | ||||||
Percentage of warrant exercisable | 150.00% | ||||||
Number of shares issued | 1,166,113 | ||||||
Subsequent Event | Gt Dollar Ptd. Ltd | |||||||
Subsequent Event [Line Items] | |||||||
Assets Sold Under Agreements Carrying Amount | $ 20,400,000 | ||||||
Assets Sold Under Agreements Carrying Amount Share | 1,250,000 | ||||||
Assets Sold Under Agreements Fair Value | $ 30,000,000 | ||||||
Subsequent Event | Tree Motion Sdn Bhd Member | |||||||
Subsequent Event [Line Items] | |||||||
Acquisition percentage | 11.22% | ||||||
Number of shares issued | 12,190,000 | ||||||
Amount of shares issued | $ 620,000 | ||||||
Subsequent Event | Tree Motion Sdn Bhd Member | MALAYSIA | |||||||
Subsequent Event [Line Items] | |||||||
Acquisition percentage | 51.00% | ||||||
Number of shares issued | 25,500,000 | ||||||
Shares issued, price per share (in dollars per share) | $ 2 |