Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Nov. 18, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35561 | |
Entity Registrant Name | IDEANOMICS, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 20-1778374 | |
Entity Address, Address Line One | 1441 Broadway | |
Entity Address, Address Line Two | Suite 5116 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10018 | |
City Area Code | 212 | |
Local Phone Number | 206-1216 | |
Title of 12(b) Security | Common stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | IDEX | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 497,680,745 | |
Entity Central Index Key | 0000837852 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 395,642 | $ 165,764 |
Accounts receivable, net | 4,039 | 7,400 |
Available-for-sale security | 15,360 | |
Inventory | 3,573 | |
Prepaid expenses | 12,069 | 2,629 |
Amount due from related parties | 294 | 240 |
Other current assets | 1,291 | 3,726 |
Held for sale assets (Fintech Village) | 7,068 | |
Total current assets | 439,336 | 179,759 |
Property and equipment, net | 1,058 | 330 |
Fintech Village | 0 | 7,250 |
Intangible assets, net | 89,952 | 29,705 |
Goodwill | 117,072 | 1,165 |
Long-term investments | 32,176 | 8,570 |
Operating lease right of use assets | 5,649 | 155 |
Other non-current assets | 8,006 | 7,478 |
Total assets | 693,249 | 234,412 |
Current liabilities | ||
Accounts payable | 8,456 | 5,057 |
Deferred revenue | 1,707 | 1,129 |
Accrued salaries | 5,710 | 1,750 |
Amount due to related parties | 1,111 | 882 |
Other current liabilities | 8,257 | 2,235 |
Current portion of operating lease liabilities | 1,618 | 115 |
Current contingent consideration | 11,712 | 1,325 |
Promissory note-short term | 1,228 | 568 |
Convertible promissory note due to third parties | 81,244 | |
Asset retirement obligations | 4,653 | |
Total current liabilities | 125,696 | 13,061 |
Asset retirement obligations | 0 | 4,653 |
Deferred tax liabilities | 1,756 | |
Operating lease liability-long term | 3,953 | 19 |
Non-current contingent consideration | 4,637 | 7,635 |
Other long-term liabilities | 7,861 | 7,275 |
Total liabilities | 143,903 | 32,643 |
Convertible redeemable preferred stock and Redeemable non-controlling interest: | ||
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of June 30, 2021 and December 31, 2020 | 1,262 | 1,262 |
Redeemable non-controlling interest | 7,716 | 7,485 |
Equity: | ||
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 466,354,487 shares and 344,906,295 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 466 | 345 |
Additional paid-in capital | 894,285 | 531,866 |
Accumulated deficit | (360,557) | (346,883) |
Accumulated other comprehensive income | 730 | 1,256 |
Total IDEX shareholder's equity | 534,924 | 186,584 |
Non-controlling interest | 5,444 | 6,438 |
Total equity | 540,368 | 193,022 |
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | $ 693,249 | $ 234,412 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Convertible redeemable preferred stock and Redeemable non-controlling interest: | ||
Convertible redeemable preferred stock, Series A shares issued (in shares) | 7,000,000 | 7,000,000 |
Convertible redeemable preferred stock, Series A shares outstanding (in shares) | 7,000,000 | |
Convertible redeemable preferred stock, Series A liquidation and deemed liquidation preference | $ 3,500,000 | $ 3,500,000 |
Equity: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,500,000,000 | |
Common stock, shares issued (in shares) | 466,354,487 | 344,906,295 |
Common stock, shares outstanding (in shares) | 466,354,487 | 344,906,295 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from sales of products | $ 7,410 | $ 4,585 | $ 11,957 | $ 4,588 |
Revenue from sales of services | 23,436 | 107 | 48,828 | 482 |
Total revenue | 30,846 | 4,692 | 60,785 | 5,070 |
Cost of revenue from sales of products | 6,591 | 4,323 | 10,945 | 4,325 |
Cost of revenue from sales of services | 14,954 | 114 | 29,697 | 446 |
Total cost of revenue | 21,545 | 4,437 | 40,642 | 4,771 |
Gross profit | 9,301 | 255 | 20,143 | 299 |
Operating expenses: | ||||
Selling, general and administrative expenses | 12,922 | 6,725 | 24,773 | 12,552 |
Research and development expense | 235 | 245 | ||
Professional fees | 7,439 | 2,372 | 12,607 | 4,128 |
Impairment losses | 6,200 | 7,088 | ||
Change in fair value of contingent consideration, net | (2,402) | 746 | (1,907) | 1,279 |
Litigation settlement | 5,000 | |||
Depreciation and amortization | 1,635 | 481 | 2,763 | 957 |
Total operating expenses | 19,829 | 16,524 | 43,481 | 26,004 |
Loss from operations | (10,528) | (16,269) | (23,338) | (25,705) |
Interest and other income (expense): | ||||
Interest expense, net | (563) | (8,890) | (980) | (12,047) |
Loss on disposal of subsidiaries, net | (1,234) | (1,446) | 0 | |
Conversion expense | (2,266) | (2,266) | ||
Gain on remeasurement of investment | 2,915 | 2,915 | 0 | |
Other income, net | 836 | 1,015 | 680 | 989 |
Loss before income taxes and non-controlling interest | (8,574) | (26,410) | (22,169) | (39,029) |
Income tax benefit (expense) | 1,570 | 8,825 | ||
Equity in loss of equity method investees | (461) | (12) | (698) | (15) |
Net loss | (7,465) | (26,422) | (14,042) | (39,044) |
Deemed dividend related to warrant repricing | (184) | (184) | ||
Net loss attributable to common shareholders | (7,465) | (26,606) | (14,042) | (39,228) |
Net loss attributable to non-controlling interest | 203 | 28 | 367 | 300 |
Net income | $ (7,262) | $ (26,578) | $ (13,675) | $ (38,928) |
Earnings (loss) per share | ||||
Basic (in dollars per share) | $ (0.02) | $ (0.15) | $ (0.03) | $ (0.23) |
Diluted (in dollars per share) | $ (0.02) | $ (0.15) | $ (0.03) | $ (0.23) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 433,098,279 | 180,034,278 | 412,230,966 | 168,946,960 |
Diluted (in shares) | 433,098,279 | 180,034,278 | 412,230,966 | 168,946,960 |
Sale of products | ||||
Total revenue | $ 7,410 | $ 11,957 | ||
Total cost of revenue | 6,591 | 10,945 | ||
Sale of services | ||||
Total revenue | 23,436 | 48,828 | ||
Total cost of revenue | $ 14,954 | $ 29,697 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - Sale of products - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from related party | $ 1 | $ 7 | $ 2 | $ 7 |
Cost of revenue from related party | $ 4 | $ 2 | $ 11 | $ 2 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | $ (7,465,000) | $ (26,422,000) | $ (14,042,000) | $ (39,044,000) | ||
Other comprehensive income (loss), net of nil tax: | ||||||
Changes in fair value of available-for-sale securities | (20,000) | (20,000) | ||||
Foreign currency translation adjustments | (41,000) | $ (860,000) | 276,000 | $ 7,000 | (901,000) | 283,000 |
Comprehensive loss | (7,526,000) | (26,146,000) | (14,963,000) | (38,761,000) | ||
Deemed dividend related to warrant repricing | (184,000) | (184,000) | ||||
Comprehensive loss (gain) attributable to non-controlling interest | 210,000 | 76,000 | 763,000 | (173,000) | ||
Comprehensive loss attributable to IDEX common shareholders | $ (7,316,000) | $ (26,254,000) | $ (14,200,000) | $ (39,118,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) - USD ($) | Ideanomics Shareholders' equityAt-The-Market Offering | Ideanomics Shareholders' equity | Common StockAt-The-Market Offering | Common StockPrivate Placement | Common Stock | Additional Paid-in CapitalAt-The-Market Offering | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest | At-The-Market Offering | Total |
Beginning balance (in shares) at Dec. 31, 2019 | 149,692,953 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ 33,559,000 | $ 150,000 | $ 282,554,000 | $ (248,481,000) | $ (664,000) | $ 25,178,000 | $ 58,737,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based compensation | 2,202,000 | 2,202,000 | 2,202,000 | |||||||||
Common stock issuance for acquisition | 6,748,000 | $ 11,000 | 6,737,000 | 6,748,000 | ||||||||
Common stock issuance for acquisition (in shares) | 10,883,668 | |||||||||||
Common stock issuance for professional fee | 240,000 | 240,000 | 240,000 | |||||||||
Common stock issuance for professional fees (in shares) | 429,000 | |||||||||||
Common stock issuance for warrant exercise (in shares) | 1,000,000 | |||||||||||
Common stock issuance for warrant exercise | 1,000,000 | $ 1,000 | 999,000 | 1,000,000 | ||||||||
Common stock issuance for convertible notes (in shares) | 1,454,424 | |||||||||||
Common stock issuance for convertible note | 614,000 | $ 1,000 | 613,000 | 614,000 | ||||||||
Measurement period adjustment | (11,454,000) | (11,454,000) | ||||||||||
Non-controlling shareholder contribution | 100,000 | 100,000 | ||||||||||
Net income (loss) | (12,348,000) | (12,348,000) | (378,000) | (12,726,000) | ||||||||
Foreign currency translation adjustments, net of nil tax | (16,000) | (16,000) | 23,000 | 7,000 | ||||||||
Ending balance (in shares) at Mar. 31, 2020 | 163,460,045 | |||||||||||
Ending balance at Mar. 31, 2020 | 31,999,000 | $ 163,000 | 293,345,000 | (260,829,000) | (680,000) | 13,469,000 | 45,468,000 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 149,692,953 | |||||||||||
Beginning balance at Dec. 31, 2019 | 33,559,000 | $ 150,000 | 282,554,000 | (248,481,000) | (664,000) | 25,178,000 | 58,737,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Common stock issuance (in shares) | 34,500,000 | |||||||||||
Foreign currency translation adjustments, net of nil tax | 283,000 | |||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 237,008,159 | |||||||||||
Ending balance at Jun. 30, 2020 | 70,042,000 | $ 237,000 | 357,720,000 | (287,407,000) | (508,000) | 13,309,000 | 83,351,000 | |||||
Beginning balance (in shares) at Mar. 31, 2020 | 163,460,045 | |||||||||||
Beginning balance at Mar. 31, 2020 | 31,999,000 | $ 163,000 | 293,345,000 | (260,829,000) | (680,000) | 13,469,000 | 45,468,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based compensation | 3,394,000 | 3,394,000 | 3,394,000 | |||||||||
Common stock issuance for acquisition | 293,000 | 293,000 | 293,000 | |||||||||
Common stock issuance for acquisition (in shares) | 459,180 | |||||||||||
Common stock issuance for professional fee | 309,000 | $ 1,000 | 308,000 | 309,000 | ||||||||
Common stock issuance for professional fees (in shares) | 515,942 | |||||||||||
Common stock issued under employee stock incentive plan (in shares) | 293,857 | |||||||||||
Common stock issuance for warrant exercise (in shares) | 6,995,906 | |||||||||||
Common stock issuance for warrant exercise | 5,628,000 | $ 7,000 | 5,621,000 | 5,628,000 | ||||||||
Common stock issuance for convertible notes (in shares) | 26,231,634 | |||||||||||
Common stock issuance for convertible note | 20,009,000 | $ 26,000 | 19,983,000 | 20,009,000 | ||||||||
Common stock issued to settle debt (in shares) | 4,577,876 | |||||||||||
Common stock issued to settle debt | 2,314,000 | $ 5,000 | 2,309,000 | 2,314,000 | ||||||||
Common stock issuance (in shares) | 34,473,719 | |||||||||||
Common stock issuance | 32,502,000 | $ 35,000 | 32,467,000 | 32,502,000 | ||||||||
Measurement period adjustment | (131,000) | (131,000) | ||||||||||
Net income (loss) | (26,578,000) | (26,578,000) | (133,000) | (26,711,000) | ||||||||
Foreign currency translation adjustments, net of nil tax | 172,000 | 172,000 | 104,000 | 276,000 | ||||||||
Ending balance (in shares) at Jun. 30, 2020 | 237,008,159 | |||||||||||
Ending balance at Jun. 30, 2020 | 70,042,000 | $ 237,000 | 357,720,000 | (287,407,000) | (508,000) | 13,309,000 | 83,351,000 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 344,861,295 | |||||||||||
Beginning balance at Dec. 31, 2020 | 186,584,000 | $ 345,000 | 531,866,000 | (346,883,000) | 1,256,000 | 6,438,000 | 193,022,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based compensation | 2,040,000 | 2,040,000 | 2,040,000 | |||||||||
Common stock issuance for acquisition | 32,377,000 | $ 10,000 | 32,367,000 | 32,377,000 | ||||||||
Common stock issuance for acquisition (in shares) | 10,181,299 | |||||||||||
Common stock issuance for professional fee | 1,162,000 | 1,162,000 | 1,162,000 | |||||||||
Common stock issuance for professional fees (in shares) | 440,909 | |||||||||||
Common stock issued under employee stock incentive plan | 251,000 | 251,000 | 251,000 | |||||||||
Common stock issued under employee stock incentive plan (in shares) | 475,000 | |||||||||||
Common stock issuance for convertible notes (in shares) | 45,895,763 | |||||||||||
Common stock issuance for convertible note | 140,126,000 | $ 46,000 | 140,080,000 | 140,126,000 | ||||||||
Common stock issuance (in shares) | 17,615,534 | |||||||||||
Common stock issuance | $ 53,407,000 | $ 18,000 | $ 53,389,000 | $ 53,407,000 | ||||||||
Net income (loss) | (6,412,000) | (6,412,000) | (280,000) | (6,692,000) | ||||||||
Foreign currency translation adjustments, net of nil tax | (472,000) | (472,000) | (388,000) | (860,000) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 419,469,800 | |||||||||||
Ending balance at Mar. 31, 2021 | 409,063,000 | $ 419,000 | 761,155,000 | (353,295,000) | 784,000 | 5,770,000 | 414,833,000 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 344,861,295 | |||||||||||
Beginning balance at Dec. 31, 2020 | 186,584,000 | $ 345,000 | 531,866,000 | (346,883,000) | 1,256,000 | 6,438,000 | 193,022,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Common stock issuance for professional fee | 1,819,000 | |||||||||||
Common stock issuance (in shares) | 10,000,000 | |||||||||||
Common stock issuance | $ 27,300,000 | |||||||||||
Changes in fair value of available-for-sale securities | (20,000) | |||||||||||
Foreign currency translation adjustments, net of nil tax | (901,000) | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 466,354,487 | |||||||||||
Ending balance at Jun. 30, 2021 | 534,925,000 | $ 466,000 | 894,285,000 | (360,556,000) | 730,000 | 5,444,000 | 540,368,000 | |||||
Beginning balance (in shares) at Mar. 31, 2021 | 419,469,800 | |||||||||||
Beginning balance at Mar. 31, 2021 | 409,063,000 | $ 419,000 | 761,155,000 | (353,295,000) | 784,000 | 5,770,000 | 414,833,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based compensation | 2,007,000 | 2,007,000 | 2,007,000 | |||||||||
Common stock issuance for acquisition | 21,127,000 | $ 7,000 | 21,120,000 | 21,127,000 | ||||||||
Common stock issuance for acquisition (in shares) | 6,733,497 | |||||||||||
Common stock issuance for professional fee | 656,000 | 656,000 | 656,000 | |||||||||
Common stock issuance for professional fees (in shares) | 260,000 | |||||||||||
Common stock issued under employee stock incentive plan | 7,740,000 | $ 5,000 | 7,735,000 | 7,740,000 | ||||||||
Common stock issued under employee stock incentive plan (in shares) | 4,590,000 | |||||||||||
Common stock issuance (in shares) | 25,301,190 | 10,000,000 | ||||||||||
Common stock issuance | $ 74,347,000 | 27,300,000 | $ 25,000 | $ 10,000 | $ 74,322,000 | 27,290,000 | $ 74,347,000 | 27,300,000 | ||||
Changes in fair value of available-for-sale securities | (20,000) | (20,000) | (20,000) | |||||||||
Net income (loss) | (7,262,000) | (7,262,000) | (319,000) | (7,581,000) | ||||||||
Foreign currency translation adjustments, net of nil tax | (34,000) | (34,000) | (7,000) | (41,000) | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 466,354,487 | |||||||||||
Ending balance at Jun. 30, 2021 | $ 534,925,000 | $ 466,000 | $ 894,285,000 | $ (360,556,000) | $ 730,000 | $ 5,444,000 | $ 540,368,000 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (14,042) | $ (39,044) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Share-based compensation expense | 4,047 | 5,596 |
Depreciation and amortization | 2,763 | 957 |
Non-cash interest expense | 991 | 12,058 |
Allowance for doubtful accounts | 340 | 0 |
Litigation settlement | 5,000 | |
Income tax benefit | (9,192) | 0 |
Conversion expense | 0 | 2,266 |
Loss on disposal of subsidiaries, net | 1,446 | 0 |
Equity in losses of equity method investees | 698 | 15 |
Gain on extinguishment of liability | (777) | 0 |
Gain on remeasurement of investment | (2,915) | 0 |
Impairment losses | 0 | 7,088 |
Settlement of ROU operating lease liabilities | 0 | (802) |
Change in fair value of contingent consideration, net | (1,907) | 1,279 |
Change in assets and liabilities (net of amounts acquired): | ||
Accounts receivable | 5,503 | 1,162 |
Inventory | 379 | 0 |
Prepaid expenses and other assets | (7,711) | 825 |
Accounts payable | (60) | (1,067) |
Deferred revenue | (1,497) | 117 |
Amount due to related parties | 770 | 1,079 |
Accrued expenses, salary and other current liabilities | 8,975 | (1,919) |
Net cash used in operating activities | (10,370) | (10,390) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (603) | (41) |
Disposal of subsidiaries, net of cash disposed | (44) | 0 |
Acquisition of subsidiaries, net of cash acquired | (100,579) | 0 |
Investments in long-term investment | (26,083) | 0 |
Notes receivable | 0 | (1,838) |
Investment in debt securities | (15,528) | 0 |
Net cash used in investing activities | (142,837) | (1,879) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 220,000 | 2,000 |
Proceeds from exercise of options and warrants and issuance of common stock | 163,046 | 39,128 |
Proceeds from noncontrolling interest shareholder | 0 | 7,148 |
Borrowings from Small Business Association Paycheck Protection Program | 0 | 460 |
Repayment of amounts due to related parties | 0 | (2,999) |
Net cash provided by financing activities | 383,046 | 45,737 |
Effect of exchange rate changes on cash | 39 | 283 |
Net increase in cash and cash equivalents | 229,878 | 33,751 |
Cash and cash equivalents at the beginning of the period | 165,764 | 2,633 |
Cash and cash equivalents at the end of the period | 395,642 | 36,384 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income tax | 801 | 0 |
Cash paid for interest | 0 | 311 |
Issuance of shares for acquisition of DBOT | 0 | 7,042 |
Tree Technologies measurement period adjustment | 0 | 12,848 |
Issuance of shares for acquisition | 53,504 | 0 |
Issuance of shares for convertible notes conversion | $ 140,126 | $ 20,069 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Nature of Operations and Summary of Significant Accounting Policies | |
Nature of Operations and Summary of Significant Accounting Policies | Nature of Operations Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia and the United States through its subsidiaries and variable interest entities (“VIEs.”) Unless the context otherwise requires, the use of the terms “we,” “us,” “our” and the “Company” in these notes to condensed consolidated financial statements refers to Ideanomics, Inc., its consolidated subsidiaries and VIEs. The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Through June 30, 2021, the Company operates in one two With four Ideanomics Mobility is driving EV adoption by assembling a synergistic ecosystem of subsidiaries and investments across the three Ideanomics Capital is the Company’s fintech business unit, which focuses on leveraging technology and innovation to improve efficiency, transparency, and profitability for the financial services industry. Basis of Presentation In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (“2020 Form 10-K.”) Immaterial Revision to Prior Period The Company determined that a legal agreement the Company entered into whereby the Company took possession of a property in Qingdao, China for no consideration was incorrectly accounted for as a lease in accordance with ASC 842, Leases however, the Company has revised its condensed consolidated financial statements to properly account for this transaction. The adjustment to the condensed consolidated balance sheet as of December 31, 2020 is, as follows (in thousands): Account December 31, December 31, 2020 2020 (As Reported) Adjustment (As Revised) Operating lease right of use assets $ 7,117 $ (6,962) $ 155 Other non-current assets 516 6,962 7,478 Current portion of lease liabilities 430 (315) 115 Other current liabilities 1,920 315 2,235 Operating lease liability – long-term 6,759 (6,740) 19 Other long-term liabilities 535 6,740 7,275 See Note 2 for adjustments for this matter as of and for the period ended June 30, 2021. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management evaluates the Company’s estimates, including those related to the bad debt allowance, variable consideration, fair values of financial instruments, intangible assets (including digital currencies) and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant Accounting Policies For a detailed discussion of Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in the Company’s 2020 Form 10-K. During the six months ended June 30, 2021, the Company acquired four businesses, Timios Holdings Corp. (“Timios,”) Wireless Advanced Vehicle Electrification, Inc. (“WAVE,”) US Hybrid ("U S Hybrid,") and Solectrac, Inc. ("Solectrac,") which resulted in the adoption of the following accounting policies with respect to those businesses: Timios Title Revenue Premiums from title insurance policies written by independent agencies are recognized net of commission costs when the policies are reported to Timios and not before the effective date of the policy. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states’ respective Department of Insurance. Closing Revenue A closing or escrow is a transaction pursuant to an agreement of a buyer, seller, borrower, or lender wherein an impartial third-party, such as Timios, acts in a fiduciary capacity on behalf of the parties in accordance with the terms of such agreement in order to accomplish the directions stated therein. Services provided include, among others, acting as escrow or other fiduciary agent, obtaining releases, and conducting the actual closing or settlement. Closing and escrow fees are recognized upon closing of the escrow, which is generally at the same time of the closing of the related real estate transaction. Appraisal Revenue Revenue from appraisal services are primarily related to establishing the ownership, legal status and valuation of the property in a real estate transaction. In these cases, Timios does not issue a title insurance policy or perform duties of an escrow agent. Revenues from these services are recognized upon delivery of the service to the customer. Title Plant Title plant consists of costs incurred to construct the title plant and to obtain, organize and summarize historical information for Glenn County title searches. These costs were capitalized until such time as the plant was deemed operational to conduct title searches and issue title insurance policies. Management has determined that the title plant has been properly maintained, has an indeterminable life, and in accordance with Accounting Standards Codification (“ASC”) Topic 950, Financial Services – Title Plant Software Development Costs Software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software Escrow and Trust Deposits In providing escrow services, Timios holds funds for others in a fiduciary capacity, pending completion of real estate transactions. A separate, self-balancing set of accounting records is maintained by Timios to record escrow transactions. Escrow trust funds held for others are not Timios’s and, therefore, are excluded from the accompanying condensed consolidated balance sheet, however, Timios remains contingently liable for the disposition of these deposits. Escrow trust balances at June 30, 2021 were $41.1 million. It is a common industry practice for financial institutions where escrow funds are deposited to either reimburse or to directly provide for certain costs related to the delivery of escrow services. Timios follows the practice of non-recognition of costs borne by the financial institution where escrow funds are deposited. WAVE, U S Hybrid, and Solectrac (collectively, the acquired EV entities) Inventory Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost generally computed on a first-in, first-out (“FIFO”) basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The composition of inventory is as follows (in thousands): June 30, 2021 Raw materials $ 736 Work in progress 39 Finished goods 2,798 Total $ 3,573 Revenue For product sales, the acquired EV entities consider practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience for reason other than nonperformance, the acquired EV entities recognize revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, the acquired EV entities use the cost-to-total cost method or the units of delivery method, depending on the nature of the contract, including length of production time. For contracts recognized at a point in time, the acquired EV entities recognize revenue when control passes to the customer, which is generally based on shipping terms that address when title and risk and rewards pass to the customer. However, the acquired EV entities also consider certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, the acquired EV entities consider whether they have previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer. For service contracts, the acquired EV entities recognize revenue as the services are rendered if the customer is benefiting from the service as it is performed, or otherwise upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period. The transaction price in the acquired EV entities’ contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations. For design and build contracts, the acquired entities may at times collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized. Design and engineering costs for highly complex products to be sold under a long-term production-type contract are deferred and amortized in a manner consistent with revenue recognition of the related contract or anticipated contract. Other design and development costs are deferred only if there is a contractual guarantee for reimbursement. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are deferred and amortized in a manner consistent with revenue recognition of the related contract. Product Warranties The acquired EV entities’ standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The acquired EV entities estimate the liability for warranty claims based on standard warranties, the historical frequency of claims and the cost to replace or repair products under warranty. Factors that influence the warranty liability include the number of units sold, the length of warranty term, historical and anticipated rates of warranty claims and the cost per claim. The warranty liability as of June 30, 2021 is $0.6 million and is included in “Other long-term liabilities” within the condensed consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE’s acquisition. Effects of COVID 19 Novel Coronavirus 2019 (“COVID-19”) is an infectious disease cause by severe acute respiratory syndrome coronavirus. The disease was first identified in December 2019 in Wuhan, the capital of China’s Hubei province, and has since spread globally, resulting in the ongoing COVID-19 pandemic. As of July 31, 2021, over 197.6 million cases had been reported across the globe, resulting in 4.2 million deaths. The spread of COVID-19 has caused significant disruption to society as a whole, including the workplace. The resulting impact to the global supply chain has disrupted most aspects of national and international commerce, with government-mandated social distancing measures imposing stay-at-home and work-from-home orders in almost every country. The effects of social distancing have shut down significant parts of the local, regional, national, and international economies, for limited or extended periods of time, with the exception of government designated essential services. In many parts of the world, stay-at-home and work-from-home orders were relaxed during the summer of 2020 as the effects of the Coronavirus appeared to lessen, and economic activity began to recover. However, commencing in the autumn and fall of 2020 and continuing, the U.S. as well as countries in Europe, South America and Asia began to experience an increase in new COVID-19 cases, and in some cases local, state, and national governments began to reinstate restrictive measures to stem the spread of the virus. The U.S. and other countries also experienced an increase in new COVID-19 cases after the fall and winter holiday season, with new, more infectious variants of COVID-19 identified. Various vaccines have been developed, with vaccinations programs in effect worldwide, though reaching acceptable levels of immunization against COVID-19 remains challenging at the local, regional and global level remains challenging. The future effects of the virus are difficult to predict, due to uncertainty about the course of the virus, different variants that may evolve, and the supply of the vaccine on a local, regional, and global basis, as well as the ability to implement vaccination programs in a short time frame. The Company does not anticipate significant adverse effects on its operations’ revenue as compared to its business plan in the near- or mid-term, although the future effects of COVID-19 may result in regional restrictive measures which may constrain the Company’s operations, and supply chain shortages of various materials may have a negative effect on our EV sales or production capacity in the longer-term. The Company’s Treeletrik business, which focuses on the sale of motorbikes in the ASEAN region, is experiencing disruption in its operations as a result the continued lockdowns in the region, which have adversely impacted its ability to fulfill committed orders. The Company continues to monitor the overall situation with COVID-19 and its effects on both local, regional and global economies. New Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2019-12 (“ASU 2019-12”) “ Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” January 1, 2021. As the Company had no outstanding convertible instruments as of that date, the adoption of ASU 2020-06 had no effect. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13 (“ASU 2016-13”) “ Financial Instruments - Credit Losses” (“ASC 326:”) Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses (Topic 326,) Derivatives and Hedging (Topic 815,) and Leases (Topic 842) In May 2021, the FASB issued ASU No. 2021-04 (“ASU 2021-04”) “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40)” |
Restatement of Previously Repor
Restatement of Previously Reported Condensed Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2021 | |
Restatement of Previously Reported Condensed Consolidated Financial Statements | |
Restatement of Previously Reported Condensed Consolidated Financial Statements | Note 2. As previously disclosed on Form 8-K filed on November 16, 2021, the Company determined that the Company’s previously issued financial statements for the periods ended March 31, 2021 and June 30, 2021 should no longer be relied upon due to errors in such condensed consolidated financial statements related to revenue reported by Timios that provides title and agency services. The preparation of the Company’s condensed consolidated financial statements identified additional transactions and accounting practices not in accordance with U.S. GAAP. The following errors were identified as part of the restatement: A. The Company determined that it did not present Timios title and agency services revenue and the related cost of revenue in accordance with US GAAP on the condensed consolidated statement of operations, as premiums from title insurance policies written by independent agencies were presented on a gross basis and did not properly present revenue and cost of revenue net of commission costs. B. The Company discovered that it did not properly account for its investment in Technology Metals Market Limited (“TM2”) in accordance with the equity method of accounting.In addition, the Company determined that it incorrectly presented equity income (loss) on its equity method investments as a component of interest and other income (expense) on the condensed consolidated statements of operations rather than as a separate financial statement caption below income taxes. C. The Company discovered certain errors in determining the estimated fair value of acquired intangible assets in its purchase price allocation for its acquisitions. D. The Company determined that the errors in determining the estimated fair value of net assets acquired in its acquisitions resulted in an additional reduction to the Company’s deferred tax liabilities. E. The Company determined that it did not properly recognize income tax expense (benefit) for certain acquired entities subsequent to their respective acquisitions during the six months ended June 30, 2021. The following reflects the restatement adjustments recorded in connection with the Company’s restatement of its condensed consolidated financial statements: Consolidated Balance Sheet June 30, 2021 As Previously Reported Adjustment As Restated Notes Assets Cash and cash equivalents $ 395,642 $ — $ 395,642 Accounts receivable, net 4,039 — 4,039 Available for sale security 15,360 — 15,360 Inventory 3,573 — 3,573 Prepaid expenses 12,069 — 12,069 Amount due from related parties 294 — 294 Other current assets 1,291 — 1,291 Current assets held for sale 7,068 — 7,068 Total current assets 439,336 — 439,336 Property and equipment, net 1,058 — 1,058 Intangible assets, net 107,352 (17,400) 89,952 C Goodwill 104,193 12,879 117,072 C Long-term investments 32,457 (281) 32,176 B Operating lease – right of use assets 12,423 (6,774) 5,649 * Other noncurrent assets 1,232 6774 8,006 * Total assets $ 698,051 $ (4,802) $ 693,249 Liabilities and Stockholders’ Equity Accounts payable $ 8,456 $ — $ 8,456 Deferred revenue 1,707 — 1,707 Accrued salaries 5,710 — 5,710 Due to related party 1,111 — 1,111 Other current liabilities 8,210 47 8,257 *, E Current portion of lease liabilities 1,940 (322) 1,618 * Current contingent consideration 11,712 — 11,712 Note payable 1,228 — 1,228 Note payable – related party — — — Convertible promissory note to third parties 81,224 — 81,224 Asset retirement obligations 4,653 — 4,653 Total current liabilities 125,971 (275) 125,696 Asset retirement obligations — — — Deferred tax liabilities 2,971 (1,215) 1,756 C, D, E Operating lease liability – long term 10,530 (6,577) 3,953 * Non-current contingent consideration 4,637 — 4,637 Other long-term liabilities 1,284 6,577 7,861 * Total liabilities 145,393 (1,490) 143,903 Convertible redeemable preferred stock and Redeemable non-controlling interest: Series A Preferred stock 1,262 — 1,262 Redeemable non-controlling interest 7,716 — 7,716 Stockholders’ equity Preferred stock, $0.0001 par value — — — Common stock, $0.0001 par value 466 — 466 Additional paid-in capital 894,285 — 894,285 Accumulated deficit (357,245) (3,312) (360,557) Accumulated other comprehensive income 730 — 730 Total IDEX stockholders’ equity 538,236 (3,312) 534,294 Noncontrolling interests 5,444 — 5,444 Total stockholders’ equity 543,680 (3,312) 540,368 Total liabilities and stockholders’ equity $ 698,051 $ (4,802) $ 693,249 * Represents revision for immaterial error correction – see Note 1 Condensed Consolidated State of Operations for three months ended June 30, 2021 As Restatement As Reported ** Adjustments Restated Notes Revenue - sales of products $ 7,410 $ — $ 7,410 Revenue - sales of services 25,807 (2,371) 23,436 A Total Revenue 33,217 (2,371) 30,846 Cost of revenue - sales of products 6,591 — 6,591 Cost of revenue - sales of services 17,325 (2,371) 14,954 A Total Cost of revenue 23,916 (2,371) 21,545 Gross Profit 9,301 — 9,301 Operating Expenses Selling, general and administrative 13,076 (154) 12,922 (1) Research and development 235 — 235 Professional fees 7,439 — 7,439 Impairment losses — — — Change -fair value of contingent consideration (2,402) — (2,402) Litigation settlement _ — _ Depreciation and amortization 1,635 — 1,635 Total operating expenses 19,983 (154) 19,829 Loss from operations (10,682) 154 (10,528) Interest and other income (expense): Interest expense, net (563) — (563) Loss on disposal of subsidiaries (1,234) — (1,234) Conversion expense — — — Gain on measurement of investments 2,915 — 2,915 Other income, net 990 (154) 836 (1) Loss before income taxes and non-controlling interest (8,574) — (8,574) Income tax (expense) benefit (1,061) 2,631 1,570 C, D, E Equity in loss of equity method investees (358) (103) (461) B Net loss (9,993) 2,528 (7,465) Deemed dividend related to warrant repricing — — — — Net loss attributable to common shareholders (9,993) 2,528 (7,465) Net loss attributable to non-controlling interest 203 — 203 Net loss attributable to IDEX common shareholders $ (9,790) $ 2,528 $ (7,262) Earnings per share, basic & fully diluted $ (0.02) $ — $ (0.02) Weighted average number of common shares 433,098,279 0 433,098,279 Condensed Consolidated Statement of Operations for Six Months ended June 30, 2021 As Restatement As Reported ** Adjustments Restated Notes Revenue - sales of products $ 11,957 $ — $ 11,957 Revenue - sales of services 53,969 (5,141) 48,828 A Total Revenue 65,926 (5,141) 60,785 Cost of revenue - sales of products 10,945 — 10,945 Cost of revenue - sales of services 34,838 (5,141) 29,697 A Total Cost of revenue 45,783 (5,141) 40,642 Gross Profit 20,143 — 20,143 Operating Expenses Selling, general and administrative 25,081 (308) 24,773 (1) Research and development 245 — 245 Professional fees 12,607 — 12,607 Impairment losses — — — Change -fair value of contingent consideration (1,907) — (1,907) Litigation settlement 5,000 — 5,000 Depreciation and amortization 2,763 — 2,763 Total operating expenses 43,789 (308) 43,481 Loss from operations (23,646) 308 (23,338) Interest and other income (expense): Interest expense, net (980) — (980) Loss on disposal of subsidiaries (1,446) — (1,446) Conversion expense — — — Gain on measurement of investments 2,915 — 2,915 Other income, net 988 (308) 680 (1) Loss before income taxes and non-controlling interest (22,169) — (22,169) Income tax benefit 11,855 (3,030) 8,825 C, .D,E, Equity in loss of equity method investees (417) (281) (698) B Net loss (10,731) (3,311) (14,042) Deemed dividend related to warrant repricing — — — — Net loss attributable to common shareholders (10,731) (3,311) (14,042) Net loss attributable to non-controlling interest 367 — 367 Net loss attributable to IDEX common shareholders $ (10,364) $ (3,311) $ (13,675) Earnings per share, basic & fully diluted $ (0.03) $ — $ (0.03) Weighted average number of common shares 412,230,966 0 412,230,966 ** Reflects the presentation of equity in loss of equity method as a separate financial statement caption below income tax (expense) benefit. (1) Reflects immaterial error correction for the classification of other income. Condensed Consolidated Statement of Comprehensive Loss for the Three Months ended June 30, 2021 As Restatement As Reported Adjustments Restated Notes Net loss $ (9,993) $ 2,528 $ (7,465) Other comprehensive loss, net of tax: Change in fair value of AFS securities (20) (20) Foreign currency translation adjustments (41) — (41) Comprehensive loss (10,054) 2,528 (7,526) Comprehensive loss attributable to non-controlling interest 210 — 210 Comprehensive loss attributable to IDEX $ (9,844) 2,528 $ (7,316) Condensed Consolidated Statement of Comprehensive Loss for the Six Months Ended June 30, 2021 As Restatement As Reported Adjustments Restated Notes Net loss $ (10,731) $ (3,311) $ (14,042) Other comprehensive loss, net of tax: Change in fair value of AFS securities (20) (20) Foreign currency translation adjustments (901) — (901) Comprehensive loss (11,652) (3,311) (14,963) Comprehensive loss attributable to non-controlling interest 763 — 763 Comprehensive loss attributable to IDEX $ (10,889) (3,311) $ (14,200) Condensed Consolidated Statement of Equity for the Six Months Ended June 30, 2021 Common Par Accumulated IDEX Total Stock Value APIC Deficit AOCI Equity NCI Equity Balance - March 31, 2021 (as reported) 419,469,800 $ 419 $ 761,155 $ (347,457) $ 784 $ 414,901 $ 5,770 $ 420,671 Adjustments Equity method investment (178) (178) (178) Income tax effects (5,660) (5,660) (5,660) Balance - March 31, 2021 (as restated) 419,469,800 $ 419 $ 761,155 $ (353,295) $ 784 $ 409,063 $ 5,770 $ 414,833 Balance - June 30, 2021 (as reported) 466,354,487 $ 466 $ 894,285 $ (357,245) $ 730 $ 538,236 $ 5,444 $ 543,680 Adjustments Equity method investment (281) (281) (281) Income tax effects (3,030) (3,030) (3,030) Balance - June 30, 2021 (as restated) 466,354,487 $ 466 $ 894,285 $ (360,556) $ 730 $ 534,925 $ 5,444 $ 540,369 Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021 As Restatement As Reported Adjustments Restated Notes Cash flows from operating activities: Net loss $ (10,731) $ (3,311) $ (14,042) B, C, D, E Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation 4,047 — 4,047 Depreciation and amortization 2,763 — 2,763 Non-cash interest expense 991 — 991 Allowance for doubtful accounts 340 — 340 Litigation settlement 5,000 (5,000) — (1) Income tax benefit (12,222) (3,030) (9,192) C, D, E Loss on disposal of subsidiaries 1,446 — 1,446 Equity in losses of equity method investees 417 281 698 B Issuance of common stock for professional fees — 1,819 1,819 (1) Gain on extinguishment of liability (777) — (777) Gain on remeasurement of investment (2,915) — (2,915) Impairment losses — — — Settlement of ROU operating lease liabilities — — — Change in fair value of contingent consideration (1,907) — (1,907) Change in assets and liabilities: Accounts receivable 5,503 — 5,503 Inventory 379 — 379 Prepaid expenses and other assets (7,711) (7,711) Accounts payable (60) (60) Deferred revenue (1,497) (1,497) Amount due to related parties 770 770 Accrued expenses, salary and other current liabilities 5,794 3,181 8,975 (1) Net cash used in operating liabilities (10,370) — (10,370) Cash flows from investing activities: Acquisition of property and equipment (603) (603) Disposal of subsidiaries (44) (44) Acquisition of subsidiaries (100,579) (100,579) Investment in long-term investment (26,083) (26,083) Notes receivable — — Investment in debt securities (15,528) (15,528) Net cash used in investing activities (142,837) — (142,837) Cash flows from financing activities Proceeds from issuance of convertible notes 220,000 220,000 Proceeds from exercise of options and warrants 163,046 163,046 Proceeds from noncontrolling interest shareholder — — Borrowings from SBA PPP — — Repayment of amounts due to related parties — — Net cash provided by financing activities 383,046 — 383,046 Effect of exchange rate changes on cash 39 39 Net increase in cash and cash equivalents 229,878 — 229,878 Cash and cash equivalents - beginning of period 165,764 — 165,764 Cash and cash equivalents - end of period $ 395,642 — $ 395,642 (1) |
Fuzhou Note Receivable
Fuzhou Note Receivable | 6 Months Ended |
Jun. 30, 2021 | |
Fuzhou Note Receivable | |
Fuzhou Note Receivable | Note 3. Fuzhou Note Receivable In May 2020, Energy Sales provided a note receivable to Fuzhou Zhengtong Hongxin Investment Management Company Limited (“Zhengtong”) in the amount of 3.0 million RMB ($0.4 million). The note receivable is not collateralized. Zhengtong agreed to repay 3.3 million RMB ($0.5 million) within three months of the disbursement date. The Company has recorded a reserve of $0.5 million against this note receivable, and has commenced legal action in order to recover the amounts due. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue | |
Revenue | Note 4. The following table summarizes the Company’s revenues disaggregated by revenue source, geography (based on the Company’s business locations,) and timing of revenue recognition (in thousands): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 (As restated) (As restated) Geographic Markets Malaysia $ 40 $ 5 $ 47 $ 9 USA 25,013 105 51,889 429 PRC 5,793 4,582 8,849 4,632 Total $ 30,846 $ 4,692 $ 60,785 $ 5,070 Product or Service Electric vehicles* $ 6,067 $ 695 $ 9,086 $ 750 Charging, batteries and powertrains 2,676 — 4,558 — Title and escrow services 22,069 — 46,910 — Combustion engine vehicles* — 3,892 — 3,892 Digital advertising services and other 34 105 231 428 Total $ 30,846 $ 4,692 $ 60,785 $ 5,070 Timing of Revenue Recognition Products and services transferred at a point in time $ 29,466 $ 4,692 $ 59,020 $ 5,070 Services provided over time 1,380 — 1,765 — Total $ 30,846 $ 4,692 $ 60,785 $ 5,070 * The revenues were recorded on either a Principal or Agent basis, depending on the terms of the underlying transaction, including the ability to control the product and the level of inventory risk taken. In the six months ended June 30, 2021, the revenue from the sale of electric vehicles were recorded on a Principal basis. In the six months ended June 30, 2020, the EV revenues were recorded on either a Principal or Agency basis. |
Available-for-Sale Security
Available-for-Sale Security | 6 Months Ended |
Jun. 30, 2021 | |
Available-for-Sale Security | |
Available-for-Sale Security | Note 5. Available-for-Sale Security On January 28, 2021, the Company invested $15.0 million in Silk EV via a convertible promissory note. Silk is an Italian engineering and design services company that has recently partnered with FAW to form a new company (“Silk-FAW”) to produce fully electric, luxury vehicles for the Chinese and global auto markets. The terms of the convertible promissory note are as follows: ● The principal amount is $15.0 million; ● The interest rate is 6% ; ● The maturity date is January 28, 2022; ● Upon a qualified equity financing, as defined, the outstanding principal and accrued interest shall convert into equity securities sold in the qualified equity financing at a conversion price equal to the cash price for the equity securities times 0.80 ; ● The events of default are as follows: ° SILK EV fails to pay timely the principal and accrued interest due under this note; ° SILK EV files any petition for relief under bankruptcy, reorganization, insolvency or similar other law; or ° An involuntary petition is filed against SIK EV under bankruptcy or similar statute. The Company accounts for the Silk EV note as an available-for-sale security at its fair value, with changes in fair value, if any, recorded in other comprehensive income. The Company recorded a reduction of the note’s fair value of $20,000 in the three months ended June 30, 2021. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2021 | |
Acquisitions and Divestitures | |
Acquisitions and Divestitures | Note 6. Acquisitions and 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. The Company had not acquired any companies nor disposed of any subsidiaries in the year ended December 31, 2020, with the exception of the disposition of its remaining 10.0% interest in Amer Global Technology Limited (“Amer.”) In the three months ended September 30, 2020, the Company sold its remaining 10.0% interest in Amer to Fintalk Media Inc., a related party, for a nominal amount. As the Company had no basis in its remaining interest in Amer, the gain recognized on the sale was de minimis. 2021 Acquisitions The Company has completed the below acquisitions in the six months ended June 30, 2021. The accompanying condensed consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions have been accounted for as business combinations. Accordingly, consideration paid by the Company to complete the acquisitions is initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months from the acquisition date. The acquisitions below are collectively defined as the 2021 Acquisitions. Timios Holdings Corp. On January 8, 2021, the Company completed the acquisition of privately held Timios and its affiliates pursuant to the stock purchase agreement (the “Timios Agreement”) entered into on November 11, 2020. Pursuant to the Timios Agreement, the Company acquired 100% of the outstanding capital stock of Timios for a purchase price of $40.0 million, net of cash acquired of $6.5 million. The full purchase price was paid in cash. Pursuant to the Timios Agreement, $5.1 million of the cash consideration was paid into escrow pending a one year indemnification review. Timios provides title and escrow services for real estate transactions. Revenue of $22.1 million and $46.9 million and net income of $1.9 million and $5.3 million for the three and six months ended June 30, 2021, respectively, have been included in the condensed consolidated financial statements. Wireless Advanced Vehicle Electrification, Inc. On January 15, 2021, the Company completed the acquisition of privately held WAVE pursuant to an agreement and plan of merger (the “WAVE Agreement”) entered into on January 4, 2021. WAVE is a provider of wireless charging solutions for medium and heavy-duty electric vehicles. Pursuant to the WAVE Agreement, the Company acquired 100% of the outstanding capital stock of WAVE for an aggregate purchase price of $55.0 million in a combination of $15.0 million of cash plus a total of 12.6 million unregistered shares of the Company’s common stock, valued at $40.0 million at the date of closing. Pursuant to the Wave Agreement, $5 million of the cash consideration was paid into escrow pending a one year indemnification review. The WAVE Agreement provided that 3.6 million shares of the Company’s common stock be held back at closing, to be released upon the receipt of certain customer consents not obtained prior to closing. As of June 30, 2021, 2.4 million of the Company’s common stock remains unissued pending receipt of the consents. Since receipt of the consents is probable, the Company has included these common shares as contingent consideration as of the acquisition date of $7.7 million. Pursuant to the original agreement, if any such consent is not obtained within six months following the closing date, the portion of the common stock allocated to such consent in the WAVE Agreement would not be issued to the sellers. The Company intends to extend the time frame for this contractual provision as the receipt of the consents is outside the control of the former WAVE shareholders. In addition to the purchase price to be paid at closing, the WAVE Agreement contains three earnouts that could result in additional payments of up to $30.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics for 2021 and 2022 collectively. The Company considers this earnout to be contingent consideration that as of the acquisition date is unlikely to occur and has therefore attributed zero value for purposes of the preliminary purchase price allocation. The Company will continue to monitor the fair value of this contingent considerations with any changes being recorded in the consolidated statement of operations if and when a change occurs. Ideanomics has also agreed to a performance and retention plan for the benefit of certain WAVE’s employees which could result in up to $10.0 million paid to such employees if certain gross revenue targets and certain gross profit margins are achieved for calendar years 2021 and 2022. Consistent with the conclusion on the earnout contingent consideration, the Company has not accrued any of this retention plan as the revenue and gross profit margin criteria are unlikely to be met. Revenue of $2.4 million and $4.2 million and net loss of $1.3 million and $1.9 million, for the three and six months ended June 30, 2021, respectively, have been included in the condensed consolidated financial statements. US Hybrid On June 10, 2021, the Company completed the acquisition of privately held US Hybrid Corporation ("US Hybrid") pursuant to an agreement and plan of merger (the “USH Agreement”) entered into on May 12, 2021. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components including traction motors, controllers, auxiliary drives, energy storage and fuel cell engines for electric, hybrid, and fuel cell medium and heavy-duty municipality vehicles, commercial trucks, buses, and specialty vehicles throughout the world. Pursuant to the USH Agreement, the Company acquired 100% of the outstanding capital stock of US Hybrid Corporation for an aggregate purchase price of $50.0 million in a combination of $30.0 million in cash and 6.6 million in unregistered shares of the Company’s common stock, valued at $20.9 million at the date of closing. Pursuant to the USH Agreement, $1.0 million of cash consideration was paid into escrow pending a true up of net working capital within 90 days of the closing date. Additionally, the 6.6 million shares were paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. The Company has also agreed to a performance and retention plan for the benefit of certain US Hybrid employees which could result in up to $18.7 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of June 30, 2021 the Company has not accrued any of this retention plan as the various criteria are unlikely to be met. Revenue of $0.3 million and net loss of $0.1 million have been included in the condensed consolidated financial statements since the acquisition date. Solectrac On June 11, 2021, the Company completed the acquisition of privately held Solectrac, Inc ("Solectrac") pursuant to an agreement and plan of merger (the “Solectrac Agreement”) entered into on June 11, 2021. Solectrac developed 100% battery-powered, all-electric tractors for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. Solectrac’s mission is to offer farmers independence from the pollution, infrastructure, and price volatility associated with fossil fuels. Pursuant to the Solectrac Agreement, the Company acquired the remaining 78.6% of the outstanding capital stock of Solectrac for an aggregate purchase price of $17.7 million in net cash. The Company had previously acquired 21.4% of Solectrac in 2020. The Company now owns 100% of Solectrac. Pursuant to the Solectrac Agreement, $2.0 million of cash consideration was paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. In conjunction with the acquisition of Solectrac, the Company remeasured the 21.4% previously accounted for as an equity method investment. This remeasurement resulted in a gain of $2.9 million recorded in the condensed consolidated statement of operations. In addition to the purchase price to be paid at closing, the Solectrac Agreement contains three earnouts that could result in additional payments of up to $6.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics in calendar year 2023. The Company considers this earnout to be contingent consideration that as of the acquisition date is probable to occur in certain years and has attributed $1.6 million as additional consideration for purposes of the preliminary purchase price allocation. The Company will continue to monitor the fair value of this contingent considerations with any changes being recorded in the consolidated statement of operations if and when a change occurs. The Company has also agreed to a performance and retention plan for the benefit of certain Solectrac employees which could result in up to $3.0 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of June 30, 2021 the Company has not accrued any of this retention plan as the various criteria are not yet probable of occurring. Revenue of $0.2 million and net income of zero have been included in the condensed consolidated financial statements since the acquisition date. Acquisition Method Accounting Estimates The Company initially recognizes the assets and liabilities acquired from the aforementioned acquisitions based on its preliminary estimates of their acquisition date fair values. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is no longer than a one year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. The table below reflects the Company’s provisional estimates of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands) (as restated): Solectrac US Hybrid Timios WAVE (As restated) Purchase Price Cash paid at closing, including working capital estimates $ 17,745 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 32,377 Fair value of contingent consideration 1,639 — — 7,657 Total purchase consideration $ 24,671 $ 51,016 $ 46,576 $ 55,034 Purchase Price Allocation Assets acquired Current assets 3,011 4,547 7,292 2,130 Property, plant and equipment 30 5 429 — Other assets 45 52 49 — Intangible assets – tradename 4,570 1,740 7,780 12,630 Intangible assets – lender relationships — — 14,970 — Intangible assets - technology 2,450 5,110 Intangible assets – patents — — — 13,000 Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 16,787 41,446 24,251 34,142 Total assets acquired 26,893 52,900 56,091 61,903 Liabilities assumed: Current liabilities (509) (2,083) (4,306) (3,778) Deferred tax liability (1,713) (802) (5,209) (3,091) Total liabilities assumed (2,222) (2,885) (9,515) (6,869) Net assets acquired $ 24,671 $ 51,016 $ 46,576 $ 55,034 The useful lives of the intangible assets acquired is as follows: Solectrac US Hybrid Timios WAVE Intangible assets – tradename 6 7 15 15 Intangible assets – lender relationships — — 7 — Intangible assets – technology 10 13 — 14 Intangible assets – non-compete — 5 — — Intangible assets – licenses — — 15 — Weighted average useful life 7.4 11.0 10 14.5 Amortization expense related to intangible assets created as a result of the 2021 Acquisitions of $1.4 million and $2.2 million has been recorded for the three and six months ended June 30, 2021. Estimated amortization expense related to these intangible assets for each of the years subsequent to June 30, 2021 is as follows (amounts in thousands): 2021 remaining $ 3,120 2022 6,222 2023 6,222 2024 6,222 2025 6,222 2026 and beyond 33,400 Total $ 63,590 Cumulative Goodwill in the amount of $116.6 million was recorded as a result of the 2021 Acquisitions. The goodwill from the 2021 Acquisitions represent future economic benefits that we expect to achieve as a result of the acquisitions, Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not expected to be deductible for tax purposes for any of the 2021 Acquisitions. Goodwill will not be amortized but instead will be tested for impairment at least annually and more frequent if certain indicators of impairment are present. Transaction Costs Transaction costs describe the broad category of costs the Company incurs in connection with signed and/or closed acquisitions. Transaction costs include expenses associated with legal, accounting, regulatory, and other transition services rendered in connection with acquisition, travel expense, and other non-recurring direct expenses associated with acquisitions. The Company incurred transaction costs of $1.3 million and $1.6 million during the three and six months ended June 30, 2021 related to the 2021 Acquisitions. Transaction costs have been included in selling, general and administrative expenses in the condensed consolidated statements of operations and in cash flows from operating activities in the condensed consolidated statements of cash flows. Pro forma Financial Information The unaudited pro forma results presented below include the effects of the Company’s acquisitions as if the acquisitions had occurred on January 1, 2020. The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions occurred on January 1, 2020. Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (Amounts in thousands, except per share and share data) Total revenue $ 31,853 $ 27,332 $ 64,322 $ 43,329 Net loss attributable to IDEX common shareholders (8,189) (24,306) (13,868) (36,266) Earnings (loss) per share Basic and Diluted $ (0.02) $ (0.12) $ (0.03) $ (0.19) Weighted average shares outstanding Basic and Diluted 438,269,237 199,251,191 418,089,587 188,163,873 On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL Technologies, Inc., (“FNL”) the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine Logic, Inc. (“Grapevine,”) a wholly-owned subsidiary of the Company focused on influencer marketing. Subsequent to this transaction, the Company owned 29.0% of the outstanding common stock of FNL. The Company recognized a disposal loss of $1.2 million as a result of the deconsolidation of Grapevine, and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations. Through its ownership in FNL, the Company has retained a 29.0% interest in Grapevine. The disposal loss of $1.2 million includes the adjustment recorded to adjust the retained interest of 29.0% in Grapevine to its fair value on the date of disposal. The Company had previously disclosed that it considered Grapevine to be a non-core asset and was evaluating strategies for its divestiture. The operations of Grapevine were not material to the Company. Refer to Note 10 for additional information concerning the investment in FNL. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2021 | |
Accounts Receivable | |
Accounts Receivable | Note 7. Accounts Receivable The following table summarizes the Company’s accounts receivable (in thousands): June 30, December 31, 2021 2020 Accounts receivable $ 5,598 $ 8,619 Less: allowance for doubtful accounts (1,559) (1,219) Accounts receivable, net $ 4,039 $ 7,400 The gross balance includes the taxi commission revenue receivables of $1.2 million and $1.2 million from the related party Guizhou Qianxi Green Environmentally Friendly Taxi Service Co, as of June 30, 2021 and December 31, 2020, respectively. The following table summarizes the movement of the allowance for doubtful accounts (in thousands): June 30, December 31, 2021 2020 Balance at the beginning of the period $ (1,219) $ — Increase in the allowance for doubtful accounts (340) (1,219) Balance at the end of the period $ (1,559) $ (1,219) The Company reserved its accounts receivable of $0.3 million from a third-party in the six months ended June 30, 2021. In the year ended December 31, 2020, the Company fully reserved its accounts receivable of $1.2 million from the related party Guizhou Qianxi Green Environmentally Friendly Taxi Service Co. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment, net | |
Property and Equipment, net | The following table summarizes the Company’s property and equipment (in thousands): June 30, December 31, 2021 2020 Furniture and office equipment $ 902 $ 315 Vehicle 350 229 Leasehold improvements 426 246 Machinery and equipment 12 — Total property and equipment 1,690 790 Less: accumulated depreciation (632) (460) Property and equipment, net 1,058 330 Fintech Village Land — 2,750 Assets retirement obligations - environmental remediation — 4,500 Construction in progress (Fintech Village) — 7,250 Property and Equipment, net $ 1,058 $ 7,580 The Company recorded depreciation expense of $118,675 and $34,256, which is included in its operating expense, for the three months ended June 30, 2021 and 2020, respectively and $209,462 and $65,792 for the six months ended June 30, 2021 and 2020, respectively. In the three months ended June 30, 2020 the Company ceased to use the premises for its New York City headquarters at 55 Broadway, and vacated the premises. As a result, the Company recorded an impairment loss of $0.2 million related to leasehold improvements and other fixed assets at that location. Global Headquarters for Technology and Innovation in Connecticut (“Fintech Village”) On January 28, 2021, the Company’s Board of Directors accepted an offer of $2.75 million for Fintech Village, and subsequently signed a sale contract on March 15, 2021. The Company believes that Fintech Village met the criteria for held for sale classification on January 28, 2021. As the sale is expected to be completed within one year, the land with a carrying amount of $2.6 million and the asset retirement cost of $4.5 million are recorded as “Held for sale assets (Fintech Village”) in the current asset section of the condensed consolidated balance sheet. The Company has estimated the costs to sell Fintech Village to be $0.2 million and has recorded these costs in “Loss on disposal of subsidiaries, net.” The Company recorded asset retirement obligations for environmental remediation matters in connection with the acquisition of Fintech Village. The asset retirement obligations are not classified as held for sale as the purchaser will not assume these liabilities. However, as the sale of Fintech Village is expected to be completed within one year, the asset retirement obligations, which will be derecognized upon the sale, have been classified as current liabilities in the condensed consolidated balance sheet. The following table summarizes the activity in the asset retirement obligation for the six months ended June 30, 2021 (in thousands): January 1, Liabilities Remediation Accretion June 30, 2021 Incurred Performed Expense Revisions 2021 Asset retirement obligation $ 4,653 $ — $ — $ — $ — $ 4,653 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Goodwill The following table summarizes changes in the carrying amount of goodwill (in thousands): (As restated) Balance as of January 1, 2020 $ 23,344 Measurement period adjustments (12,848) Effect of change in foreign currency exchange rates (8) Impairment loss (9,323) Balance as of December 31, 2020 1,165 Measurement period adjustments* 3,291 Acquisitions 100,455 Adjustment (see Note 2. Restatement of Previously Reported Condensed Consolidated Financial Statements) 12,879 Effect of change in foreign currency exchange rates (14) Disposal of Grapevine** (704) Balance as of June 30, 2021 $ 117,072 * During the first quarter of 2021, the Company completed the acquisition of 100% interest in WAVE, a provider of wireless charging solutions for medium and heavy-duty electric vehicles. The Company adjusted the goodwill balance in connection with the completion of the acquisition accounting. Refer to Note 6 for additional information. ** During the second quarter of 2021, the Company completed the sale of Grapevine. Refer to Note 6 for additional information. Intangible Assets The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): June 30, 2021 December 31, 2020 (As restated) Weighted Average Gross Gross Remaining Carrying Accumulated Net Carrying Accumulated Net Useful Life Amount Amortization Balance Amount Amortization Balance Amortizing Intangible Assets Influencer network (a,g) — $ — $ — $ — $ 1,137 $ (462) $ 675 Customer contract (a,g) — — — — 500 (389) 111 Continuing membership agreement (b) 18 1,179 (634) 545 1,179 (619) 560 Trade name (a,g) — — — — 110 (17) 93 Technology platform (a,g) — — — — 290 (97) 193 Land use rights (c) 97.5 27,279 (276) 27,003 28,162 (142) 28,020 Timios licenses (d) 14.5 1,000 (32) 968 — — — Timios tradename (d) 14.5 7,780 (228) 7,552 — — — Timios lender relationships (d) 6.5 14,790 (928) 13,862 — — — Timios software in development (e) — 425 — 425 — — — WAVE patents (f) 39.5 13,000 (493) 12,507 — — — WAVE tradename (f) 14.5 12,630 (385) 12,245 — — — Software - Solectrac (h) 2.9 45 — 45 — — — USH - Brand (i) 6.9 1,740 (12) 1,728 — — — USH - Technology (i) 12.9 5,110 (66) 5,044 — — — Solectrac - Brand (h) 9.9 4,570 (24) 4,546 — — — Solectrac - Technology (h) 9.9 2,450 (13) 2,437 — — — Total 92,517 (3,091) 89,426 31,378 (1,726) 29,652 Indefinite lived intangible assets Timios Title plant (d) 500 — 500 — — — Website name 25 — 25 25 — 25 Patent — — — 28 — 28 Total $ 93,043 $ (3,091) $ 89,952 $ 31,431 $ (1,726) $ 29,705 (a) During the third quarter of 2018, the Company completed the acquisition of 65.7 % share of Grapevine. In connection with the business analysis of Grapevine, the Company determined that the attrition rate of the influencer network had accelerated, and performed an impairment analysis, and recorded an impairment loss of $ 0.8 million during the year ended December 31, 2020. As a result of this analysis of the influencer network, the Company determined that the remaining useful life of the influencer network should be reduced to two years , effective January 1, 2021 and also determined that remaining useful life of the technology should be reduced to one year , effective January 1, 2021. (b) During the third quarter of 2019 the Company completed the acquisition of additional shares in DBOT, which increased its ownership to 99.0 %. Intangible assets of $ 8.3 million were recognized on the date of acquisition. As part of the determination of the fair value of DBOT’s intangible assets during the year ended December 31, 2020, the Company utilized the cost method to determine the fair value of the continuing membership agreement, and determined the fair value was $ 0.6 million, and recorded an impairment loss of $ 7.1 million during the year ended December 31 2020. (c) During the fourth quarter of 2019, the Company completed the acquisition of a 51.0 % interest in Tree Technologies, a Malaysian company engaged in the EV market. Tree Technologies holds the land use rights for 250 acres of vacant land zoned for industrial development in the Begeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia. (d) During the first quarter of 2021, the Company completed the acquisition of 100.0 % interest in Timios. Refer to Note 6 for additional information related to the acquisition. (e) Relates to software development costs capitalized during the six months ended June 30, 2021 at Timios. The asset is yet to be placed into service; amortization of the completed asset will commence once it is ready to be placed into service. (f) During the first quarter of 2021, the Company completed the acquisition of 100.0 % interest in WAVE. Refer to Note 6 for additional information related to the acquisition. (g) During the second quarter of 2021, the Company completed a stock purchase agreement with FNL Technologies, Inc., the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100 % of the common stock outstanding of Grapevine Logic, Inc. (“Grapevine,”) a wholly-owned subsidiary of the Company focused on influencer marketing. (h) During the second quarter 2021, the Company completed the acquisition of privately held Solectrac. Solectrac develops 100 percent battery-powered, all-electric tractors for agriculture and utility operations. Refer to Note 6 for additional information related to the acquisition. (i) During the second quarter 2021, the Company completed the acquisition of privately held US Hybrid Corporation. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components. Refer to Note 6 for additional information related to the acquisition. Amortization expense relating to intangible assets was $1.5 million and $0.5 million for the three months ended June 30, 2021 and 2020, respectively, and $2.6 million and $0.9 million for the six months ended June 30, 2021 and 2020, respectively. The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be Recognized Years ending December 31, (As restated) 2021 (excluding the six months ended June 30, 2021) $ 3,122 2022 6,244 2023 6,244 2024 6,237 2025 6,229 2026 and thereafter 61,350 Total $ 89,426 |
Long-term Investments
Long-term Investments | 6 Months Ended |
Jun. 30, 2021 | |
Long-term Investments. | |
Long-term Investments | Note 10. Long-term Investments The following table summarizes the Company’s long-term investments (in thousands): June 30, December 31, 2021 2020 (As restated) (As revised) Non-marketable equity investments $ 12,032 $ 4,787 Equity method investments 20,144 3,783 Total $ 32,176 $ 8,570 Non-marketable equity investment Non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Based on management’s analysis of certain investment’s performance, no impairment losses were recorded in the three and six months ended June 30, 2021 and 2020. On January 28, 2021, the Company entered into a simple agreement for future equity (the “SAFE”) with Technology Metals Market Limited (“TM2”) pursuant to which Ideanomics invested £1.5 million ($2.1 million.) If there is an equity financing (of above one million pounds (1,000,000) during the twelve months immediately following execution of the SAFE, on the initial closing of such equity financing the SAFE will automatically convert into the number of ordinary shares equal to the purchase amount divided by the lowest price per share of the ordinary shares paid during such equity financing. If no equity financing has taken place during the twelve-month period immediately following the date of the SAFE, the parties shall in good faith attempt for one month to agree a fair value per ordinary share represented by the SAFE, following which the SAFE shall convert into the number of ordinary shares equal to the purchase amount divided by such fair value. If the parties are unable to establish a fair value per ordinary share within such one-month period, they shall jointly appoint and remunerate an expert valuer who shall deliver to both TM2 and Ideanomics simultaneously a written determination of fair value per ordinary share. Following receipt by both parties of such written determination, the SAFE shall convert into ordinary shares equal to the purchase amount divided by such fair value as determined by the expert valuer. Equity method investments The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): June 30, 2021 (As restated) Reclassification to Income (loss) equity method Reclassification to Dilution loss due to January 1, 2021 Addition on investment investee subsidiaries investee share issuance June 30, 2021 Solectrac (a) $ 2,556 $ — $ (153) $ — $ (2,372) $ (31) $ — TM2 (b) 1,227 2,153 (281) 3,099 Energica (c) — 13,555 (264) — — — 13,291 FNL Technologies (d) — 3,504 — 250 — — 3,754 Total $ 3,783 $ 19,212 $ (698) $ 250 $ (2,372) $ (31) $ 20,144 The Company has received no dividends from equity method investees in the three and six months ended June 30, 2021 and 2020. (a) Solectrac, Inc. (“Solectrac”) On October 22, 2020, the Company acquired 1.4 million common shares, representing 15.0% of the total common shares outstanding, of Solectrac for a purchase price of $0.91 per share, for total consideration of $1.3 million. On November 19, 2020, Ideanomics acquired an additional 1.3 million shares of common stock for $1.00 per share, for a subsequent investment of $1.3 million. The Company’ ownership in Solectrac was diluted to 24.3% as of March 31, 2021 due to the new share issuance by Solectrac during the three months ended March 31, 2021. On June 11, 2021, Ideanomics entered into a stock purchase agreement and plan of merger with Solectrac and its shareholders, and acquired the remaining common shares outstanding of Solectrac for total consideration of $17.7 million. Ideanomics now owns 100.0% of Soletrac, and commenced consolidation of Solectrac on that date. Refer to Note 6 for additional information on the acquisition of Solectrac. Solectrac develops, assembles and distributes 100% battery-powered electric tractors-an alternative to diesel tractors-for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. (b) Technology Metals Market Limited (“TM2”) On December 20, 2019, the Company acquired 20 common shares, representing 10.0% of the then outstanding shares for 1.7 million shares of the Company’s common stock valued at 1,000,000 British pounds (approximately $1.2 million). In connection with the acquisition of 20 common shares, the Company also received the right to appoint one person (of four) to the board of directors. Accordingly, the Company has significant influence over TM2. TM2 is a London based digital commodities issuance and trading platform for technology metals. It connects institutional investors, proprietary traders and retail investors with metals suppliers – miners, refiners, recyclers and mints. The platform focuses specifically on new metals that currently don’t have an active trading marketplace, such as rhodium, lithium, cobalt, rhenium, etc. (c) Energica Motor Company S.P.A. (“Energica”) On March 3, 2021, the Company entered into an investment agreement with Energica Motor Company S.P.A (“Energica.”) The Company invested €10.1 million ($13.6 million) for 6.1 million ordinary shares of Energica at a subscription price of €1.78 ($2.21) for each ordinary share. Pursuant to the purchase of the shares the Company will hold 20.0% of Energica’s share capital. From March 3, 2021 through September 30, 2021 the Company has the right to participate in any equity financing by Energica. Ideanomics was restricted from selling any of the shares for a period of 90 days. Energica is the world’s leading manufacturer of high performance electric motorcycles and the sole manufacturer of the FIM Enel MotoE ™ World Cup. Energica motorcycles are currently on sale through the official network of dealers and importers. The Company has decided to account for Energica on a one quarter lag as Energica, which is publicly traded on the Milan stock exchange, is only required to prepare and file semi-annual and annual financial statements, and the time frame in which the filings must be complete is much more lenient than in the U.S. Energica prepares its financial statements in accordance with Article 2423 et seq of the Italian Civil Code, rather than U.S. GAAP. Energica’s financial statements will either be prepared in or reconciled to U. S. GAAP prior to the Company recording its share of Energica’s earnings or losses, and the one quarter lag will be utilized to accomplish this, as well as related disclosure matters. As of June 30, 2021, the excess of the Company’s investment over its proportionate share of Energica’s net assets was $11.2 million. The difference represents goodwill and is not being amortized. Certain shareholders of Energica have rights such that they may convert their ordinary shares into ordinary shares with supervoting rights under certain conditions. If some or all of these ordinary shares were converted into ordinary shares with supervoting rights, the Company’s ownership in Energica would be diluted, perhaps significantly. The aggregate market value of the Energica common shares owned by the Company was $23.2 million as of June 30, 2021. (d) FNL On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, which included the investment of $2.9 million cash into FNL, the issuance of 0.1 million shares of Ideanomics common stock, and 100.0% of the common stock outstanding of Grapevine. Ideanomics received 0.6 million shares of common stock of FNL at a subscription price of $8.09 per share of common stock, and Ideanomics also converted a $250,000 Simple Agreement for Future Equity ("SAFE") into 30,902 shares of common stock. The Company determined that the basis in the FNL investment is the aggregate of the cash invested, including the SAFE, the fair value of the Ideanomics common stock issued, and the fair value of Grapevine. As a result of this transaction, Ideanomics owns 29.0% of the common stock outstanding of FNL, and FNL appointed Alfred Poor, Ideanomics’ Chief Executive Officer, to be a member of its board of directors. The Company has decided to account for FNL on a one quarter lag, as FNL is in the development stage and will require the additional time to prepare financial statements in accordance with U.S. GAAP. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Leases | On May 1, 2020, the Company took possession of premises in Qingdao, China in furtherance of a larger public/private initiative to promote EV business in the region and reduce the reliance on traditional combustion engines. The premises are indirectly and partially owned by local governmental entities, and were provided to the Company at no charge. The Company, pursuant to the underlying lease, has use of the premises until November 30, 2034. See Note 1 for the Company’s accounting for this lease. As of June 30, 2021, the Company’s operating lease right of use assets and operating lease liabilities are $5.6 million and $5.6 million, respectively. The weighted-average remaining lease term is 3.8 years and the weighted-average discount rate is 3.5%. As of December 31, 2020, the Company’s operating lease right of use assets and operating lease liabilities were $0.2 million and $0.1 million, respectively. The following table summarizes the components of lease expense (inclusive of the Qingdao property lease) (in thousands) (as restated): Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Operating lease cost $ 279 $ 399 $ 448 $ 856 Short-term lease cost 170 107 259 197 Sublease income — (32) — (64) Total $ 449 $ 474 $ 707 $ 989 The following table summarizes supplemental information related to leases (inclusive of the Qingdao property lease) (in thousands) (as restated): Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 311 $ 293 $ 476 $ 846 Right of use assets obtained in exchange for new operating lease liabilities 2,955 — 4,718 322 The additional right of use assets were acquired in the Timios, WAVE, US Hybrid and Solectrac acquisitions. The facilities acquired are primarily office buildings and warehouses in U.S. locations where they conduct business. The following table summarizes the maturity of operating lease liabilities (inclusive of the Qingdao property lease) (in thousands): Leased Property Years ending December 31 Costs 2021 (excluding the six months ended June 30, 2021) $ 917 2022 1,768 2023 1,694 2024 772 2025 378 2026 and thereafter 478 Total lease payments 6,007 Less: interest (436) Total $ 5,571 In the three months ended March 31, 2020 the Company ceased to use the premises underlying one lease and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $0.9 million. In the three months ended June 30, 2020, the Company completed negotiations with the landlord to settle the remaining operating lease liability of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which is due and payable on December 31, 2021. The Company recorded a gain of $0.8 million for the settlement of the operating lease liability in the three months ending June 30, 2020. In the three months ended June 30, 2020 the Company ceased to use the premises for its New York City headquarters at 55 Broadway, which are subject to two leases, and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $5.3 million. The Company has an operating use liability of $5.8 million with respect to these leases. The Company continues to negotiate with the landlord concerning the termination of these leases. |
Promissory Notes
Promissory Notes | 6 Months Ended |
Jun. 30, 2021 | |
Promissory Notes | |
Promissory Notes | The following table summarizes the outstanding promissory notes as of June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, December 31, 2021 2020 Interest Rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Vendor Note Payable 0.25%-4 % $ 105 $ 105 $ 105 $ 105 Small Business Association Paycheck Protection Program 1.0 % 1,119 1,123 460 463 Promissory Note 4.0 % 80,000 81,244 — — Total $ 81,224 82,472 $ 565 568 Less: Current portion (82,472) (568) Long-term Note, less current portion $ — $ — * Carrying amount includes the accrued interest. As of June 30, 2021 and December 31, 2020, the Company was in compliance with all ratios and covenants with respect to the $80.0 million Promissory Note and has classified all other debt as current. The Company had various debt instruments outstanding as of June 30, 2020. As of June 30, 2020, the total principal amount outstanding was $15.6 million, and the carrying amount, net of debt discounts arising from beneficial conversion features and including accrued interest, was $10.8 million. These debt instruments were either converted into common stock of the Company or repaid on or prior to their scheduled maturity dates in the year ended December 31, 2020. In the six months ended June 30, 2020, the Company received aggregate gross proceeds of $2.0 million from the issuance of convertible notes to YA II PN, Ltd. (“YA PN II,”) pursuant to a previous securities purchase agreement. In the three months ended June 30, 2020, the Company recorded interest expense related to these debt instruments of $8.9 million, including amortization of the beneficial conversion features of $8.6 million. In the six months ended June 30, 2020, the Company recorded interest expense related to these debt instruments of $12.0 million, including amortization of the beneficial conversion features of $11.4 million. $ 37.5 million Convertible Debenture due July 4 2021 – YA II PN On January 4, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $37.5 million, and received aggregate gross proceeds of $37.5 million. The note was scheduled to mature on July 4, 2021 and bore interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note had a fixed conversion price of $2.00. The conversion price was not subject to adjustment except for subdivisions or combinations of common stock. The Company had the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. During the six months ended June 30, 2021, the note, plus accrued and unpaid interest, was converted into 18.8 million shares of common stock of the Company. Total interest expense recognized was $0 and $25,479 for the three and six months ended June 30, 2021, respectively. $ 37.5 million Convertible Debenture due July 15 2021 – YA II PN On January 15, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $37.5 million, and received aggregate proceeds of $37.5 million. The note was scheduled to mature on July 15, 2021 and bore interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note had a fixed conversion price of $3.31. The conversion price was not subject to adjustment except for subdivisions or combinations of common stock. The Company had the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. During the six months ended June 30, 2021, the note, plus accrued and unpaid interest, were converted into 11.3 million shares of common stock of the Company. Total interest expense recognized was $0 and $46,301 for the three and six months ended June 30, 2021, respectively. $ 65.0 million Convertible Debenture due July 28 2021 – YA II PN On January 28, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $65.0 million, and received aggregate proceeds of $65.0 million. The note was scheduled to mature on July 28, 2021 and bore interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note had a fixed conversion price of $4.12. The conversion price was not subject to adjustment except for subdivisions or combinations of common stock. The Company had the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. During the six months ended June 30, 2021, the note, plus accrued and unpaid interest, were converted into 15.8 million shares of common stock of the Company. Total interest expense recognized was $0 and $53,699 for the three and six months ended June 30, 2021. $ 80.0 million Convertible Debenture due August 8, 2021 – YA II PN On February 8, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $80.0 million, and received aggregate proceeds of $80.0 million. The note is scheduled to mature on August 8, 2021 and bears interest at an annual rate of 4.0%, which increases to 18.0% in the event of default. The note has a fixed conversion price of $4.95. The conversion price is not subject to adjustment except for subdivisions or combinations of common stock. The Company has the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contains customary events of default, indemnification obligations of the Company and other obligations and rights of the parties. Total interest expense recognized was $0.8 million and $1.2 million for the three and six months ended June 30, 2021, respectively. Vendor Notes Payable On May 13, 2020, DBOT entered into a settlement agreement with a vendor whereby the existing agreement with the vendor was terminated, the vendor ceased to provide services, and all outstanding amounts were settled. In connection with this agreement, DBOT paid an initial $30,000 and executed an unsecured promissory note in the amount of $60,000, bearing interest at 0.25% per annum, and payable in two installments of $30,000. The first installment was due on December 31, 2020 and was repaid, and the remaining payment is due on August 31, 2021. In the three months ended March 31, 2020, the Company ceased to use the premises underlying one lease and vacated the real estate. In the three months ended June 30, 2020, the Company completed negotiations with the landlord to settle the remaining operating lease liability of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which is due and payable on December 31, 2021. Small Business Association Paycheck Protection Program On Apr 10, 2020, the Company borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of $18,993 commencing on November 10, 2020, with a final payment due on April 10, 2022. With several amendments, the loan is currently payable monthly commencing on September 10, 2021, with a final payment due on April 10, 2025. The Company may apply for forgiveness of this loan in the next twelve months in an amount equal to the sum of the following costs incurred in the eight weeks following the disbursement of the loan: (1) payroll costs, (2) interest on a covered mortgage obligation, (3) payment on a covered rent obligation, and (4) any covered utility payment. On May 1, 2020, Grapevine borrowed $0.1 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of approximately $7,000 commencing on December 1, 2020, with a final payment due on May 1, 2022. With several amendments, the loan was payable commencing on October 1, 2021, with a final payment due on April 10, 2025. On April 20, 2021, the Company completed the disposal of Grapevine and the loan balance was deconsolidated from consolidated balance sheet. On May 3, 2020, WAVE borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of $12,630 commencing on November 1, 2020, with a final payment due on May 3, 2022. After the issuance of an additional grace period, payments will commence on September 21, 2021 until the original maturity date of May 3, 2022. WAVE used the loan for qualifying expenses and the Company expects to qualify for full or partial forgiveness under the program in the next few months. On February 24, 2021, US Hybrid borrowed $0.5 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan has a maturity date of February 24, 2026. After the issuance a 10 month grace period was initiated, and payments will commence on March 10, 2022 and will continue until the maturity date. US Hybrid used the loan for qualifying expenses and the Company expects to qualify for full or partial forgiveness under the program in the next few months. Total interest expense recognized was $909 and $2,048 in the three and six months ended June 30, 2021, respectively for the Small Business Association Paycheck Protection Program. |
Stockholders' Equity, Convertib
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | |
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | Convertible Preferred Stock The Board of Directors has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of June 30, 2021 and December 31, 2020, 7.0 million shares of Series A preferred stock were issued and outstanding. The Series A preferred stock shall be entitled to one vote per common stock on an as-converted basis and is only entitled to receive dividends when and if declared by the Board. Redeemable Non-controlling Interest The Company and Qingdao Chengyang Xinyang Investment Company Limited (“Qingdao”) formed an entity named Qingdao Chengyang Mobo New Energy Vehicle Sales Service Company Limited (“New Energy.”) Qingdao entered into a capital subscription agreement for a total of RMB 200.0 million ($28.0 million), and made the first capital contribution of RMB 50.0 million in the three months ended March 31, 2020. The remaining RMB 150.0 million ($21.0 million) are payable in three installments of RMB 50.0 million ($7.0 million) upon New Energy attaining certain revenue or market value benchmarks. The investment agreement stipulates that New Energy must pay Qingdao dividends at the rate of 6.0%. After one year, Qingdao may sell its investment to an institutional investor, or redeem its investment if Qingdao does not meet certain revenue and market value benchmarks and after three years may redeem its investment. the redeemable amount equals the face amount plus 6.0% interest less dividends paid. At Qingdao’s request, the Company has entered discussions concerning the redemption of the investment. Due to the redemption feature, the Company has classified the investment outside of permanent equity. The following table summarizes activity for the redeemable non-controlling interest (in thousands): Six months ended June 30, 2021 June 30, 2020 Beginning balance $ 7,485 — Initial investment — 7,047 Accretion of dividend 231 213 Loss attributable to non-controlling interest (175) (80) Adjustment to redemption value 175 80 Ending balance $ 7,716 7,260 Common Stock The Board of Directors has authorized 1,500 million shares of common stock, $0.001 par value. 2021 Equity Transactions On February 26, 2021, the Company entered into a sales agreement with Roth Capital Partners, LLC (“Roth Capital.”) in accordance with the terms of the sales agreement, the Company may offer and sell from time to time through Roth Capital the Company’s common stock having an aggregate offering price of up to $150.0 million (the “Placement Shares.”). The Company shall pay to Roth Capital in cash, upon each sale of Placement Shares pursuant to the Agreement, an amount equal to 3.0% of the gross proceeds from each sale of Placement Shares. During the three months ended June 30, 2021, the Company issued 25.3 million shares of common stock and received net proceeds of $74.3 million after deducting $2.3 million commission and transaction fees. During the six months ended June 30, 2021, the Company issued 42.9 million shares of common stock and received net proceeds of $127.8 million after deducting $4.0 million commission and transaction fees. On June 11, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). The Company will be able to sell up to 80.4 million shares of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. The shares would be purchased at (i) 95% of the Market Price if the applicable pricing period is two five two five Refer to Note 6 for information related to the issuance to common stock for acquisitions, Note 12 for information related to issuance of common stock with convertible notes, Note 15 for information related to the issuance to common stock for option exercise. 2020 Equity Transactions During the three months ended June 30, 2020, the Company issued 0.5 million shares of common stock related to the DBOT acquisition, issued 25.5 million shares of common stock related to the issuance, conversion and warrant exercise of convertible notes to third party and 10.3 million shares of common stock related to the related party debt conversion, and 34.5 million shares related to SEDA. During the six months ended June 30, 2020, the Company issued 11.3 million shares of common stock related to the DBOT acquisition, issued 27.9 million shares of common stock related to the issuance, conversion and warrant exercise of convertible notes to third party, $10.3 million shares of common stock related to the related party debt conversion, and 34.5 million shares related to SEDA. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 14. Related Party Transactions (a) Convertible Notes $3.0 million Convertible Note with Mr. Shane McMahon (“Mr. McMahon”) On May 10, 2012, Mr. McMahon, the Company’s Vice Chairman, made a loan to the Company in the amount of $3.0 million. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the aggregate principal amount of $3.0 million at a 4.0% interest rate computed on the basis of a 365-day year. The Company had previously entered several amendments with respect to the effective conversion price (changed from $1.75 to $1.50), convertible stocks (changed from of Series E Preferred Stock to Common Stock). The last amendment was made on May 9, 2020, and extended the maturity date to December 31, 2022. For the three and six months ended June 30, 2020, the Company recorded interest expense of $21,041 and $50,959 related to the note, respectively. On June 5, 2020, the Audit Committee and the Board of Directors approved the reduction of conversion price to $0.59, contingent upon the immediate conversion of the Note. On June 5, 2020, the note was converted into 5.1 million shares of common stock. The Company paid the accumulated interest $0.3 million in cash prior to the conversion. $2.5 million Convertible Promissory Note with SSSIG On February 8, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, in the aggregate principal amount of $2.5 million. The convertible promissory note bore interest at a rate of 4.0%, was scheduled to mature on February 8, 2020, and was convertible into shares of the Company’s common stock at a conversion price of $1.83 per share anytime at the option of SSSIG. For the three and six months ended June 30, 2020, the Company recorded interest expense of $9,057 and $21,546 related to the convertible promissory note, respectively. The Company did not pay the interest in cash on this note. The Company received $1.3 million from SSSIG, and did not receive the remaining $1.2 million. On June 5, 2020, the Audit Committee and the Board of Directors approved the reduction of the conversion price to $0.59, contingent upon the immediate conversion of the convertible promissory note. On June 5, 2020, the convertible promissory note, including accumulated interest, was converted into 2.2 million shares of common stock. $1.0 million Convertible Promissory Note with SSSIG On November 25, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, in the aggregate principal amount of $1.0 million. The convertible promissory note bore interest at a rate of 4.0%, was initially scheduled to mature on November 25, 2021, and was convertible into the shares of the Company’s common stock at a conversion price of $1.25 per share anytime at the option of SSSIG. For the three and six months ended June 30, 2020, the Company recorded interest expense of $2,493 and $4,301, respectively. The Company did not pay the interest in cash on this note. The Company received $0.25 million from SSSIG and did not receive the remaining $0.75 million. On June 5, 2020, the Audit Committee and the Board of Directors approved the reduction of the conversion price to $0.59, contingent upon the immediate conversion of the convertible promissory note. On June 5, 2020, the convertible promissory note, including accumulated interest, was converted into 0.4 million shares of common stock. (b) Severance payments Pursuant to previous severance agreements with certain executives, the Company paid $0.1 million in the six months ended June 30, 2020, and recorded the remaining $0.1 million in “Other current liabilities” on its condensed consolidated balance sheet as of June 30, 2021 and December 31, 2020. (c) Transaction with Dr. Wu. and his affiliates On June 5, 2020, the Audit Committee and the Board of Directors approved the conversion of some borrowings at a conversion price of $0.59 per common share, contingent upon the immediate conversion of these amounts. On June 5, 2020, the borrowings of $1.5 million, including the $0.4 million transferred from Beijing Financial Holding Limited, were converted into 2.6 million shares of common stock. As of June 30, 2021 and December 31, 2020, the Company has receivables of $0.2 million and $0.2 million, respectively, due from Dr. Wu and his affiliates and recorded in “Amounts due from related parties” in the condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, the Company has payables of $0.7 million and $0.6 million, respectively, due to Dr. Wu and his affiliates and recorded in “Amounts due to related parties” in the condensed consolidated balance sheets. The increase is mainly due to $0.4 million accrued service charges payable to SSSIG for the period from April 1, 2021 through June 30, 2021. Service agreement with SSSIG The Company entered a service agreement with SSSIG for the period from July 1, 2020 through June 30, 2021 for $1.4 million in exchange for consulting services from SSSIG. The services include but are not limited to human resources, finance and legal advice. The Company recorded the service charges of $0.4 million in “Professional fees” for the three and six months ended June 30, 2021. The agreement was terminated in May 2021 and both parties agree that the service agreement has been completely performed and no payment is outstanding, and the termination shall not be regarded as a breach by either party. As a result, the Company recorded unpaid $0.6 million in "Other income (expense, net)" in the condensed consolidated statement of operation. New service agreement with SSSIG The Company entered a new consulting service agreement with SSSIG on April 20, 2021 for the period from April 1, 2021 through June 30, 2021 for $0.4 million. The service agreement includes employment transfer, financial transition, corporate documents handover, legal representative and board member change for the Company’s subsidiaries and affiliates. The Company recorded $0.4 million in the “Amount due to related parties.” (d) Amounts due from and due to Glory Glory has made partial payment of $0.5 million on behalf of the Company to acquire the land use rights and the Company has made payments of $0.2 million on behalf of Glory for some of its operational expenses during the year ended December 31, 2020. The net balance of $0.2 million and $0.3 million due to Glory as result of these payments is recorded in “Amount due to related parties” as of June 30, 2021 and December 31, 2020, respectively. (e) Long Term Investment to Guizhou Qianxi Green Environmentally Friendly Taxi Service Co. (“Qianxi”) In November 2019, the Company entered into a share transfer agreement with Sichuan Shenma Zhixing Technology Co. (“Shenma”) to acquire its 1.72% ownership in Qianxi for consideration of $4.9 million, which was to be paid in six installments. Shenma was required to complete the share transfer registration prior to May 31, 2020, otherwise it will be required to return the consideration to the Company. The Company has paid $0.5 million as of June 30, 2021 and December 31, 2020 and recorded it on the “Other Non-Current Assets” since the share transfer registration is not completed yet. The Company is currently taking actions to resolve these matter. (f) FNL payable On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, the unpaid consideration $0.1 million is recorded in the “Amount due to related parties.” Refer to Note 6 for additional information. (f) Borrowing from Beijing Financial Holdings Limited In the second quarter of 2020, the borrowing of $0.4 million from Beijing Financial Holding Limited was transferred to Dr. Wu, and was subsequently converted to shares at a conversion price of $0.59 per common share on June 5, 2020. We consider Beijing Financial Holdings Limited to be a related party due to its relationship with Dr. Wu. (g) Zhu Note Receivable In May 2020, a subsidiary of the Company, Qingdao Chenyang Ainengju New Energy Sales and Service Company Limited ("Energy Sales") provided a note receivable to Mr. Jianya Zhu ("Mr. Zhu") in the amount of 10.0 million RMB ($1.4 million). Mr. Zhu, through his wholly-owned entity Prime Capital Enterprise Pte. Ltd., provided collateral in the form of its 50.0% ownership of Seven Stars Founder Space Industrial Pte. Ltd ("Founder Space.") Founder Space is also 50.0% owned by a related party, Seven Stars Innovative Industries Group Limited, an affiliate of Dr. Bruno Wu (“Dr. Wu”), the Chairman of the Company. Mr. Zhu agreed to repay 10.5 million RMB ($1.5 million) one month from the disbursement date. In September 2020, a third-party satisfied the note receivable and accrued interest in the amount of 10.5 million RMB ($1.5 million) on behalf of Mr. Zhu, and the Company terminated the note and collateral agreement. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-Based Compensation | |
Share-Based Compensation | Note 15. Share-Based Compensation As of June 30, 2021, the Company had 17.7 million options, 0.1 million restricted shares and 1.1 million warrants outstanding. The Company awards common stock and stock options to employees, consultants, and directors as compensation for their services, and accounts for its stock option awards to employees, consultants, and directors pursuant to the provisions of ASC 718, Stock Compensation valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period. Effective as of December 3, 2010 and amended on August 3, 2018, the Company’s Board of Directors approved the 2010 Stock Incentive Plan (“the 2010 Plan”) pursuant to which options or other similar securities may be granted. On October 22, 2020, the Company’s shareholders approved the amendment and restatement of the 2010 Plan. The maximum aggregate number of shares of common stock that may be issued under the 2010 Plan increased from 31.5 million shares to 56.8 million shares. As of June 30, 2021, options available for issuance are 26.8 million shares. For the three months ended June 30, 2021 and 2020, total share-based payments expense was $2.0 million and $3.4 million, respectively, and $4.0 million and $5.6 million for the six months ended June 30, 2021 and 2020, respectively. (a) Stock Options The following table summarizes stock option activity for the six months ended June 30, 2021: Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2021 25,087,416 $ 1.29 — $ — Granted 3,722,000 2.76 — — Exercised (5,249,500) 1.55 — 5,249,163 Expired (2,891,509) 1.73 — — Forfeited (2,957,750) 0.58 — — Outstanding at June 30, 2021 17,710,657 1.57 8.58 23,635,755 Vested as of June 30, 2021 10,841,824 1.43 8.04 16,073,579 Expected to vest as of June 30, 2021 6,868,833 1.79 9.44 7,562,176 As of June 30, 2021, $10.4 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.3 years. The total intrinsic value of shares exercised in the six months ended June 30, 2021 and 2020 was $5.2 million and $59,847, respectively. The total fair value of shares vested in the six months ended June 30, 2021 and 2020 was $2.8 million and $5.5 million, respectively. Cash received from options exercised in the six months ended June 30, 2021 and 2020 were $7.8 million and $0, respectively. The following table summarizes the assumptions used to estimate the fair values of the share options granted in the six months ended June 30, 2021 and 2020. Six Months Ended June 30, 2021 June 30, 2020 Expected term (in years) 5.51-5.54 5.37-5.46 Expected volatility 120.45%-122.39 % 100.98%-101.55 % Expected dividend yield — % — % Risk free interest rate 0.51%-1.01 % 0.40 % (b) Warrants In connection with certain of the Company’s service agreements, the Company issued warrants to service providers to purchase common stock of the Company. The weighted average exercise price was $4.00 and the weighted average remaining life was 1.1 years. June 30, 2021 December 31, 2020 Number of Number of Warrants Warrants Outstanding and Outstanding and Exercise Expiration Warrants Outstanding Exercisable Exercisable Price Date Service providers 200,000 200,000 $ 5.00 July 1, 2022 Service providers 700,000 700,000 2.50 February 28, 2022 - October 1, 2022 Service provider 100,000 — 7.50 January 1, 2023 Service provider 100,000 — 9.00 January 1, 2023 Total 1,100,000 900,000 (c) Restricted Shares As of June 30, 2021, there was $0 of unrecognized compensation cost related to unvested restricted shares. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings (Loss) Per Common Share | |
Earnings (Loss) Per Common Share | The following table summarizes the Company’s earnings (loss) per share for the three and six months ended June 30, 2021 and 2020 (USD in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 (As restated) (As restated) Net loss attributable to common stockholders $ (7,262) $ (26,578) $ (13,675) $ (38,928) Basic weighted average common shares outstanding 433,098,279 180,034,278 412,230,966 168,946,960 Effect of dilutive securities Convertible preferred shares- Series A — — — — Convertible promissory notes — — — — Diluted potential common shares 433,098,279 180,034,278 412,230,966 168,946,960 Earnings (loss) per share: Basic $ (0.02) $ (0.15) $ (0.03) $ (0.23) Diluted $ (0.02) $ (0.15) $ (0.03) $ (0.23) Basic earnings (loss) per common share attributable to the Company’s shareholders is calculated by dividing the net loss attributable to the Company’s shareholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive. The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands): June 30, December 31, 2021 2020 Warrants 1,100 900 Options and RSUs 17,795 25,172 Series A Preferred Stock 933 933 DBOT contingent shares 1,013 1,013 Convertible promissory note and interest 16,252 — Total 37,093 28,018 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Income Taxes | Note 17. Income Taxes During the three months ended June 30, 2021 there was an income tax benefit of $1.6 million, During the six months ended June 30, 2021 there was an income tax benefit of $8.8 million. This benefit for the six months ended June 30, 2021 principally consisted of a reduction in the Company’s valuation allowance that resulted from the acquisitions, US Hybrid and Solectrac in the second quarter, and, Timios and WAVE, in the first quarter. In the case of each acquisition, intangible assets were recognized for financial reporting purposes that were not recognized for income tax purposes. This, in combination with some smaller temporary differences of four acquired businesses, resulted in the recognition of $11.0 million deferred tax liabilities, of which $2.7 million was in the three months ended June 30, 2021. The federal tax returns of all four acquired businesses will be included in the Ideanomics and subsidiaries consolidated U.S. federal tax return. WAVE will be included in the state tax returns of Ideanomics. The federal deferred tax liabilities, and the WAVE state deferred tax liabilities created, resulted in the valuation allowance on Ideanomics’ deferred tax assets being reduced by a similar amount. Ideanomics’ net deferred tax assets that had previously been judged to be more likely that not to be unable to reduce the Company’s income tax liability and consequently were completely offset by a valuation allowance. Once the acquisitions of four acquired businesses occurred, a portion of Ideanomics’ deferred tax assets could be utilized in offsetting the newly acquired deferred tax liabilities, this resulted in a one-time income tax benefit of $1.7 million during the three months ended June 30, 2021 and a one-time income tax benefit of $9.1 million during the six months ended June 30, 2021. Timios, US Hybrid and Soletrac have taxable income or loss reported on certain separate state tax returns and consequently have related state income tax expense or benefit. In the case of US Hybrid and Soletrac, which have losses, there are state income tax benefits consisting of those losses being used to reduce the state deferred tax liabilities recognized in the acquisitions. In the case of Timios, state income tax expense results from income. The net state income tax expense for Timios, US Hybrid and Solectrac was $0.1 million and $0.3 million for the three and six months ended June 30, 2021, respectively. There are no other material income tax expenses or benefits for the three and six months ended June 30, 2021 because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuation allowance. The Company had established a 100% valuation allowance against its net deferred tax assets, excluding Timios, US Hybrid and Solectrac’s’ net state deferred tax liabilities, due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized. During the three and six months ended June 30, 2020 income tax expense is nil because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuation allowance. Company had established a 100% valuation allowance against its net deferred tax assets due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized. There were no identified uncertain tax positions as of June 30, 2021 and December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Lawsuits and Legal Proceedings From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business. Shareholder Class Actions and Derivative Litigation On July 19, 2019, a purported class action, now captioned Rudani v. Ideanomics, et al. Inc. On June 28, 2020, a purported securities class action, captioned Lundy v. Ideanomics et al. Inc. Kim v. Ideanomics, et al Southern District of New York against the Company and certain current officers and directors of the Company. Both cases alleged violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 arising from certain purported misstatements by the Company beginning in June 2020 regarding its MEG division. On November 4, 2020, the Lundy Kim In re Ideanomics, Inc. Securities On July 10, 2020, the Company was named as a nominal defendant, and certain of its former officers and directors were named as defendants, in a shareholder derivative action filed in the United States District Court for the Southern District of New York, captioned Toorani v. Ideanomics, et al Elleisy, Jr. v. Ideanomics, et al, Toorani Elleisy Toorani Zare v. Ideanomics, et al Toorani Elleisy the Company. The settlement in principle is subject to finalization and approval of the Court. SEC Investigation As previously reported, the Company is subject to an investigation by the SEC and continues to respond to various information and requests from the SEC. The Company is fully cooperating with the SEC’s requests and cannot predict the outcome of this investigation. |
Concentration of Credit and For
Concentration of Credit and Foreign Currency Risks | 6 Months Ended |
Jun. 30, 2021 | |
Concentration of Credit and Foreign Currency Risks | |
Concentration of Credit and Foreign Currency Risks | (a) Concentration of Credit Risks Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of June 30, 2021, the Company’s cash was held by financial institutions (located in the PRC, Hong Kong, Malaysia, the U.S. and Singapore) that management believes have acceptable credit. Accounts receivable are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances. (b) Foreign Currency Risks A portion of the Company’s operating transactions are 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. |
Contingent Consideration
Contingent Consideration | 6 Months Ended |
Jun. 30, 2021 | |
Contingent Consideration | |
Contingent Consideration | The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): June 30, 2021 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration 2 — — 6,404 6,404 Wave - Contingent consideration 3 — — 7,658 7,657 Solectrac - Contingent consideration 4 — — 1,639 1,639 Note 1 This represents the liability incurred in connection with the acquisition of DBOT shares during the third quarter of 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration as of June 30, 2021 was valued using the Black-Scholes Merton method. The Company issued 11.3 million shares during the six months ended June 30, 2020 and partially satisfied this liability. No shares have been issued in the six months ended June 30, 2021. 2 This represents the liability incurred in connection with the acquisition of Tree Technology shares during the fourth quarter of 2019 and as subsequently remeasured as of June 30, 2021. The fair value of the Tree Technology contingent consideration was valued using a scenario-based method which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. 3 This represents the liability incurred in connection with the acquisition of WAVE. The liability represents the combination of the contingent shares and the earnout. The contingent shares are the remaining shares to be issued contingent on the receipt of certain customer consents as disclosed in Note 6. The fair value of this contingent consideration was valued using a scenario-based method that indicated based on the probabilities that 100% of the consents will be received. The earnout liability is dependent on WAVE achieving certain revenue and gross profit margin criteria in 2021, 2022 and cumulatively 2021 and 2022. The fair value of zero has been determined using a scenario-based method which indicated that none of the criteria are likely to be achieved. 4 This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three earnouts that were entered into at closing. The fair value of $1.6 million has been determined using a scenario-based method which indicated partial achievement of the criteria over the three years . The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands): Contingent Consideration January 1, 2021 $ 8,960 Addition 9,296 Settlement — Remeasurement loss/(gain) recognized in the statement of operations (1,907) June 30, 2021 $ 16,349 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Subsequent Event | Convertible Debenture On August 2, 2021, the Company repaid the $80.0 million convertible debenture with YA II PN, along with accrued but unpaid interest of $1.6 million. Minority Depository Institution Keepers Fund On July 26, 2021, the Company entered into a subscription agreement to invest $25.0 million in the Minority Depository Institution Keepers Fund (the “MDI Fund”) over a period of three years. The MDI Fund sponsored by the National Bankers’ Association, an organization of minority-owned banks that aim to increase inclusivity in the financial services industry. The MDI Fund will provide capital resources primarily in low and moderate income areas to grow a more skilled workforce, increase employment opportunities, and support businesses’ growth among minority and underserved communities. The initial investment of $0.6 million was made on July 26, 2021. Prettl Electronics Automotive On August 2, 2021, the Company announced a strategic investment in Prettl Electronics Automotive ("PEA"), a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million ($8.9 million) for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor will join PEA’s Board of Directors Cybersecurity Incident The Company’s real estate services subsidiary, Timios, experienced a systems outage that was caused by a cybersecurity incident. Timios has engaged leading forensic information technology firms and legal counsel to assist its investigation into the incident and is working around the clock to get its system back up as quickly as possible. Although Timios is actively managing this cybersecurity incident, it has caused and may continue to cause a delay or disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings. The Company is in the early stages of assessing the financial impact of the incident. Based on the information currently known, the Company is unable to predict at this time whether revenues will be materially impacted by this attack. Equity Offering On August 12, 2021, the Company entered into a Controlled Equity Offering Sales Agreement (the “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”). In accordance with the terms of the Agreement, the Company may offer and sell from time to time through or to the Agent, as sales agent or principal, the Company’s common stock having an aggregate offering price of up to $350.0 million (the “Placement Shares.”) The Placement Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333- 252230) and the related base prospectus included in the registration statement, as supplemented by the prospectus supplement dated August 12, 2021. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Nature of Operations and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (“2020 Form 10-K.”) |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management evaluates the Company’s estimates, including those related to the bad debt allowance, variable consideration, fair values of financial instruments, intangible assets (including digital currencies) and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Immaterial Revision to Prior Period | Immaterial Revision to Prior Period The Company determined that a legal agreement the Company entered into whereby the Company took possession of a property in Qingdao, China for no consideration was incorrectly accounted for as a lease in accordance with ASC 842, Leases however, the Company has revised its condensed consolidated financial statements to properly account for this transaction. The adjustment to the condensed consolidated balance sheet as of December 31, 2020 is, as follows (in thousands): Account December 31, December 31, 2020 2020 (As Reported) Adjustment (As Revised) Operating lease right of use assets $ 7,117 $ (6,962) $ 155 Other non-current assets 516 6,962 7,478 Current portion of lease liabilities 430 (315) 115 Other current liabilities 1,920 315 2,235 Operating lease liability – long-term 6,759 (6,740) 19 Other long-term liabilities 535 6,740 7,275 See Note 2 for adjustments for this matter as of and for the period ended June 30, 2021. |
Inventory | Inventory Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost generally computed on a first-in, first-out (“FIFO”) basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value. The composition of inventory is as follows (in thousands): June 30, 2021 Raw materials $ 736 Work in progress 39 Finished goods 2,798 Total $ 3,573 |
Revenue | Title Revenue Premiums from title insurance policies written by independent agencies are recognized net of commission costs when the policies are reported to Timios and not before the effective date of the policy. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states’ respective Department of Insurance. Closing Revenue A closing or escrow is a transaction pursuant to an agreement of a buyer, seller, borrower, or lender wherein an impartial third-party, such as Timios, acts in a fiduciary capacity on behalf of the parties in accordance with the terms of such agreement in order to accomplish the directions stated therein. Services provided include, among others, acting as escrow or other fiduciary agent, obtaining releases, and conducting the actual closing or settlement. Closing and escrow fees are recognized upon closing of the escrow, which is generally at the same time of the closing of the related real estate transaction. Appraisal Revenue Revenue from appraisal services are primarily related to establishing the ownership, legal status and valuation of the property in a real estate transaction. In these cases, Timios does not issue a title insurance policy or perform duties of an escrow agent. Revenues from these services are recognized upon delivery of the service to the customer. Title Plant Title plant consists of costs incurred to construct the title plant and to obtain, organize and summarize historical information for Glenn County title searches. These costs were capitalized until such time as the plant was deemed operational to conduct title searches and issue title insurance policies. Management has determined that the title plant has been properly maintained, has an indeterminable life, and in accordance with Accounting Standards Codification (“ASC”) Topic 950, Financial Services – Title Plant Software Development Costs Software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software Escrow and Trust Deposits In providing escrow services, Timios holds funds for others in a fiduciary capacity, pending completion of real estate transactions. A separate, self-balancing set of accounting records is maintained by Timios to record escrow transactions. Escrow trust funds held for others are not Timios’s and, therefore, are excluded from the accompanying condensed consolidated balance sheet, however, Timios remains contingently liable for the disposition of these deposits. Escrow trust balances at June 30, 2021 were $41.1 million. It is a common industry practice for financial institutions where escrow funds are deposited to either reimburse or to directly provide for certain costs related to the delivery of escrow services. Timios follows the practice of non-recognition of costs borne by the financial institution where escrow funds are deposited. Revenue For product sales, the acquired EV entities consider practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience for reason other than nonperformance, the acquired EV entities recognize revenue over time. All other product sales are recognized at a point in time. For contracts recognized over time, the acquired EV entities use the cost-to-total cost method or the units of delivery method, depending on the nature of the contract, including length of production time. For contracts recognized at a point in time, the acquired EV entities recognize revenue when control passes to the customer, which is generally based on shipping terms that address when title and risk and rewards pass to the customer. However, the acquired EV entities also consider certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, the acquired EV entities consider whether they have previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer. For service contracts, the acquired EV entities recognize revenue as the services are rendered if the customer is benefiting from the service as it is performed, or otherwise upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period. The transaction price in the acquired EV entities’ contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations. For design and build contracts, the acquired entities may at times collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized. Design and engineering costs for highly complex products to be sold under a long-term production-type contract are deferred and amortized in a manner consistent with revenue recognition of the related contract or anticipated contract. Other design and development costs are deferred only if there is a contractual guarantee for reimbursement. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are deferred and amortized in a manner consistent with revenue recognition of the related contract. |
Product Warranties | Product Warranties The acquired EV entities’ standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The acquired EV entities estimate the liability for warranty claims based on standard warranties, the historical frequency of claims and the cost to replace or repair products under warranty. Factors that influence the warranty liability include the number of units sold, the length of warranty term, historical and anticipated rates of warranty claims and the cost per claim. The warranty liability as of June 30, 2021 is $0.6 million and is included in “Other long-term liabilities” within the condensed consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE’s acquisition. |
Effects of COVID 19 | Effects of COVID 19 Novel Coronavirus 2019 (“COVID-19”) is an infectious disease cause by severe acute respiratory syndrome coronavirus. The disease was first identified in December 2019 in Wuhan, the capital of China’s Hubei province, and has since spread globally, resulting in the ongoing COVID-19 pandemic. As of July 31, 2021, over 197.6 million cases had been reported across the globe, resulting in 4.2 million deaths. The spread of COVID-19 has caused significant disruption to society as a whole, including the workplace. The resulting impact to the global supply chain has disrupted most aspects of national and international commerce, with government-mandated social distancing measures imposing stay-at-home and work-from-home orders in almost every country. The effects of social distancing have shut down significant parts of the local, regional, national, and international economies, for limited or extended periods of time, with the exception of government designated essential services. In many parts of the world, stay-at-home and work-from-home orders were relaxed during the summer of 2020 as the effects of the Coronavirus appeared to lessen, and economic activity began to recover. However, commencing in the autumn and fall of 2020 and continuing, the U.S. as well as countries in Europe, South America and Asia began to experience an increase in new COVID-19 cases, and in some cases local, state, and national governments began to reinstate restrictive measures to stem the spread of the virus. The U.S. and other countries also experienced an increase in new COVID-19 cases after the fall and winter holiday season, with new, more infectious variants of COVID-19 identified. Various vaccines have been developed, with vaccinations programs in effect worldwide, though reaching acceptable levels of immunization against COVID-19 remains challenging at the local, regional and global level remains challenging. The future effects of the virus are difficult to predict, due to uncertainty about the course of the virus, different variants that may evolve, and the supply of the vaccine on a local, regional, and global basis, as well as the ability to implement vaccination programs in a short time frame. The Company does not anticipate significant adverse effects on its operations’ revenue as compared to its business plan in the near- or mid-term, although the future effects of COVID-19 may result in regional restrictive measures which may constrain the Company’s operations, and supply chain shortages of various materials may have a negative effect on our EV sales or production capacity in the longer-term. The Company’s Treeletrik business, which focuses on the sale of motorbikes in the ASEAN region, is experiencing disruption in its operations as a result the continued lockdowns in the region, which have adversely impacted its ability to fulfill committed orders. The Company continues to monitor the overall situation with COVID-19 and its effects on both local, regional and global economies. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2019-12 (“ASU 2019-12”) “ Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” January 1, 2021. As the Company had no outstanding convertible instruments as of that date, the adoption of ASU 2020-06 had no effect. Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13 (“ASU 2016-13”) “ Financial Instruments - Credit Losses” (“ASC 326:”) Measurement of Credit Losses on Financial Instruments Financial Instruments – Credit Losses (Topic 326,) Derivatives and Hedging (Topic 815,) and Leases (Topic 842) In May 2021, the FASB issued ASU No. 2021-04 (“ASU 2021-04”) “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40)” |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Nature of Operations and Summary of Significant Accounting Policies | |
Schedule of Inventory | The composition of inventory is as follows (in thousands): June 30, 2021 Raw materials $ 736 Work in progress 39 Finished goods 2,798 Total $ 3,573 |
Schedule of Adjustment To The Condensed Consolidated Balance Sheet | Account December 31, December 31, 2020 2020 (As Reported) Adjustment (As Revised) Operating lease right of use assets $ 7,117 $ (6,962) $ 155 Other non-current assets 516 6,962 7,478 Current portion of lease liabilities 430 (315) 115 Other current liabilities 1,920 315 2,235 Operating lease liability – long-term 6,759 (6,740) 19 Other long-term liabilities 535 6,740 7,275 |
Restatement of Previously Rep_2
Restatement of Previously Reported Condensed Consolidated Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restatement of Previously Reported Condensed Consolidated Financial Statements | |
Schedule of restatement adjustments recorded in connection with the restatement | The following reflects the restatement adjustments recorded in connection with the Company’s restatement of its condensed consolidated financial statements: Consolidated Balance Sheet June 30, 2021 As Previously Reported Adjustment As Restated Notes Assets Cash and cash equivalents $ 395,642 $ — $ 395,642 Accounts receivable, net 4,039 — 4,039 Available for sale security 15,360 — 15,360 Inventory 3,573 — 3,573 Prepaid expenses 12,069 — 12,069 Amount due from related parties 294 — 294 Other current assets 1,291 — 1,291 Current assets held for sale 7,068 — 7,068 Total current assets 439,336 — 439,336 Property and equipment, net 1,058 — 1,058 Intangible assets, net 107,352 (17,400) 89,952 C Goodwill 104,193 12,879 117,072 C Long-term investments 32,457 (281) 32,176 B Operating lease – right of use assets 12,423 (6,774) 5,649 * Other noncurrent assets 1,232 6774 8,006 * Total assets $ 698,051 $ (4,802) $ 693,249 Liabilities and Stockholders’ Equity Accounts payable $ 8,456 $ — $ 8,456 Deferred revenue 1,707 — 1,707 Accrued salaries 5,710 — 5,710 Due to related party 1,111 — 1,111 Other current liabilities 8,210 47 8,257 *, E Current portion of lease liabilities 1,940 (322) 1,618 * Current contingent consideration 11,712 — 11,712 Note payable 1,228 — 1,228 Note payable – related party — — — Convertible promissory note to third parties 81,224 — 81,224 Asset retirement obligations 4,653 — 4,653 Total current liabilities 125,971 (275) 125,696 Asset retirement obligations — — — Deferred tax liabilities 2,971 (1,215) 1,756 C, D, E Operating lease liability – long term 10,530 (6,577) 3,953 * Non-current contingent consideration 4,637 — 4,637 Other long-term liabilities 1,284 6,577 7,861 * Total liabilities 145,393 (1,490) 143,903 Convertible redeemable preferred stock and Redeemable non-controlling interest: Series A Preferred stock 1,262 — 1,262 Redeemable non-controlling interest 7,716 — 7,716 Stockholders’ equity Preferred stock, $0.0001 par value — — — Common stock, $0.0001 par value 466 — 466 Additional paid-in capital 894,285 — 894,285 Accumulated deficit (357,245) (3,312) (360,557) Accumulated other comprehensive income 730 — 730 Total IDEX stockholders’ equity 538,236 (3,312) 534,294 Noncontrolling interests 5,444 — 5,444 Total stockholders’ equity 543,680 (3,312) 540,368 Total liabilities and stockholders’ equity $ 698,051 $ (4,802) $ 693,249 * Represents revision for immaterial error correction – see Note 1 Condensed Consolidated State of Operations for three months ended June 30, 2021 As Restatement As Reported ** Adjustments Restated Notes Revenue - sales of products $ 7,410 $ — $ 7,410 Revenue - sales of services 25,807 (2,371) 23,436 A Total Revenue 33,217 (2,371) 30,846 Cost of revenue - sales of products 6,591 — 6,591 Cost of revenue - sales of services 17,325 (2,371) 14,954 A Total Cost of revenue 23,916 (2,371) 21,545 Gross Profit 9,301 — 9,301 Operating Expenses Selling, general and administrative 13,076 (154) 12,922 (1) Research and development 235 — 235 Professional fees 7,439 — 7,439 Impairment losses — — — Change -fair value of contingent consideration (2,402) — (2,402) Litigation settlement _ — _ Depreciation and amortization 1,635 — 1,635 Total operating expenses 19,983 (154) 19,829 Loss from operations (10,682) 154 (10,528) Interest and other income (expense): Interest expense, net (563) — (563) Loss on disposal of subsidiaries (1,234) — (1,234) Conversion expense — — — Gain on measurement of investments 2,915 — 2,915 Other income, net 990 (154) 836 (1) Loss before income taxes and non-controlling interest (8,574) — (8,574) Income tax (expense) benefit (1,061) 2,631 1,570 C, D, E Equity in loss of equity method investees (358) (103) (461) B Net loss (9,993) 2,528 (7,465) Deemed dividend related to warrant repricing — — — — Net loss attributable to common shareholders (9,993) 2,528 (7,465) Net loss attributable to non-controlling interest 203 — 203 Net loss attributable to IDEX common shareholders $ (9,790) $ 2,528 $ (7,262) Earnings per share, basic & fully diluted $ (0.02) $ — $ (0.02) Weighted average number of common shares 433,098,279 0 433,098,279 Condensed Consolidated Statement of Operations for Six Months ended June 30, 2021 As Restatement As Reported ** Adjustments Restated Notes Revenue - sales of products $ 11,957 $ — $ 11,957 Revenue - sales of services 53,969 (5,141) 48,828 A Total Revenue 65,926 (5,141) 60,785 Cost of revenue - sales of products 10,945 — 10,945 Cost of revenue - sales of services 34,838 (5,141) 29,697 A Total Cost of revenue 45,783 (5,141) 40,642 Gross Profit 20,143 — 20,143 Operating Expenses Selling, general and administrative 25,081 (308) 24,773 (1) Research and development 245 — 245 Professional fees 12,607 — 12,607 Impairment losses — — — Change -fair value of contingent consideration (1,907) — (1,907) Litigation settlement 5,000 — 5,000 Depreciation and amortization 2,763 — 2,763 Total operating expenses 43,789 (308) 43,481 Loss from operations (23,646) 308 (23,338) Interest and other income (expense): Interest expense, net (980) — (980) Loss on disposal of subsidiaries (1,446) — (1,446) Conversion expense — — — Gain on measurement of investments 2,915 — 2,915 Other income, net 988 (308) 680 (1) Loss before income taxes and non-controlling interest (22,169) — (22,169) Income tax benefit 11,855 (3,030) 8,825 C, .D,E, Equity in loss of equity method investees (417) (281) (698) B Net loss (10,731) (3,311) (14,042) Deemed dividend related to warrant repricing — — — — Net loss attributable to common shareholders (10,731) (3,311) (14,042) Net loss attributable to non-controlling interest 367 — 367 Net loss attributable to IDEX common shareholders $ (10,364) $ (3,311) $ (13,675) Earnings per share, basic & fully diluted $ (0.03) $ — $ (0.03) Weighted average number of common shares 412,230,966 0 412,230,966 ** Reflects the presentation of equity in loss of equity method as a separate financial statement caption below income tax (expense) benefit. (1) Reflects immaterial error correction for the classification of other income. Condensed Consolidated Statement of Comprehensive Loss for the Three Months ended June 30, 2021 As Restatement As Reported Adjustments Restated Notes Net loss $ (9,993) $ 2,528 $ (7,465) Other comprehensive loss, net of tax: Change in fair value of AFS securities (20) (20) Foreign currency translation adjustments (41) — (41) Comprehensive loss (10,054) 2,528 (7,526) Comprehensive loss attributable to non-controlling interest 210 — 210 Comprehensive loss attributable to IDEX $ (9,844) 2,528 $ (7,316) Condensed Consolidated Statement of Comprehensive Loss for the Six Months Ended June 30, 2021 As Restatement As Reported Adjustments Restated Notes Net loss $ (10,731) $ (3,311) $ (14,042) Other comprehensive loss, net of tax: Change in fair value of AFS securities (20) (20) Foreign currency translation adjustments (901) — (901) Comprehensive loss (11,652) (3,311) (14,963) Comprehensive loss attributable to non-controlling interest 763 — 763 Comprehensive loss attributable to IDEX $ (10,889) (3,311) $ (14,200) Condensed Consolidated Statement of Equity for the Six Months Ended June 30, 2021 Common Par Accumulated IDEX Total Stock Value APIC Deficit AOCI Equity NCI Equity Balance - March 31, 2021 (as reported) 419,469,800 $ 419 $ 761,155 $ (347,457) $ 784 $ 414,901 $ 5,770 $ 420,671 Adjustments Equity method investment (178) (178) (178) Income tax effects (5,660) (5,660) (5,660) Balance - March 31, 2021 (as restated) 419,469,800 $ 419 $ 761,155 $ (353,295) $ 784 $ 409,063 $ 5,770 $ 414,833 Balance - June 30, 2021 (as reported) 466,354,487 $ 466 $ 894,285 $ (357,245) $ 730 $ 538,236 $ 5,444 $ 543,680 Adjustments Equity method investment (281) (281) (281) Income tax effects (3,030) (3,030) (3,030) Balance - June 30, 2021 (as restated) 466,354,487 $ 466 $ 894,285 $ (360,556) $ 730 $ 534,925 $ 5,444 $ 540,369 Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2021 As Restatement As Reported Adjustments Restated Notes Cash flows from operating activities: Net loss $ (10,731) $ (3,311) $ (14,042) B, C, D, E Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation 4,047 — 4,047 Depreciation and amortization 2,763 — 2,763 Non-cash interest expense 991 — 991 Allowance for doubtful accounts 340 — 340 Litigation settlement 5,000 (5,000) — (1) Income tax benefit (12,222) (3,030) (9,192) C, D, E Loss on disposal of subsidiaries 1,446 — 1,446 Equity in losses of equity method investees 417 281 698 B Issuance of common stock for professional fees — 1,819 1,819 (1) Gain on extinguishment of liability (777) — (777) Gain on remeasurement of investment (2,915) — (2,915) Impairment losses — — — Settlement of ROU operating lease liabilities — — — Change in fair value of contingent consideration (1,907) — (1,907) Change in assets and liabilities: Accounts receivable 5,503 — 5,503 Inventory 379 — 379 Prepaid expenses and other assets (7,711) (7,711) Accounts payable (60) (60) Deferred revenue (1,497) (1,497) Amount due to related parties 770 770 Accrued expenses, salary and other current liabilities 5,794 3,181 8,975 (1) Net cash used in operating liabilities (10,370) — (10,370) Cash flows from investing activities: Acquisition of property and equipment (603) (603) Disposal of subsidiaries (44) (44) Acquisition of subsidiaries (100,579) (100,579) Investment in long-term investment (26,083) (26,083) Notes receivable — — Investment in debt securities (15,528) (15,528) Net cash used in investing activities (142,837) — (142,837) Cash flows from financing activities Proceeds from issuance of convertible notes 220,000 220,000 Proceeds from exercise of options and warrants 163,046 163,046 Proceeds from noncontrolling interest shareholder — — Borrowings from SBA PPP — — Repayment of amounts due to related parties — — Net cash provided by financing activities 383,046 — 383,046 Effect of exchange rate changes on cash 39 39 Net increase in cash and cash equivalents 229,878 — 229,878 Cash and cash equivalents - beginning of period 165,764 — 165,764 Cash and cash equivalents - end of period $ 395,642 — $ 395,642 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue | |
Schedule of revenues disaggregated by revenue source, geography and timing of revenue recognition | The following table summarizes the Company’s revenues disaggregated by revenue source, geography (based on the Company’s business locations,) and timing of revenue recognition (in thousands): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 (As restated) (As restated) Geographic Markets Malaysia $ 40 $ 5 $ 47 $ 9 USA 25,013 105 51,889 429 PRC 5,793 4,582 8,849 4,632 Total $ 30,846 $ 4,692 $ 60,785 $ 5,070 Product or Service Electric vehicles* $ 6,067 $ 695 $ 9,086 $ 750 Charging, batteries and powertrains 2,676 — 4,558 — Title and escrow services 22,069 — 46,910 — Combustion engine vehicles* — 3,892 — 3,892 Digital advertising services and other 34 105 231 428 Total $ 30,846 $ 4,692 $ 60,785 $ 5,070 Timing of Revenue Recognition Products and services transferred at a point in time $ 29,466 $ 4,692 $ 59,020 $ 5,070 Services provided over time 1,380 — 1,765 — Total $ 30,846 $ 4,692 $ 60,785 $ 5,070 * The revenues were recorded on either a Principal or Agent basis, depending on the terms of the underlying transaction, including the ability to control the product and the level of inventory risk taken. In the six months ended June 30, 2021, the revenue from the sale of electric vehicles were recorded on a Principal basis. In the six months ended June 30, 2020, the EV revenues were recorded on either a Principal or Agency basis. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Acquisitions and Divestitures | |
Schedule of assets acquired and liabilities assumed | The table below reflects the Company’s provisional estimates of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands) (as restated): Solectrac US Hybrid Timios WAVE (As restated) Purchase Price Cash paid at closing, including working capital estimates $ 17,745 $ 30,139 $ 46,576 $ 15,000 Fair value of previously held interest 5,287 — Fair value of common stock — 20,877 — 32,377 Fair value of contingent consideration 1,639 — — 7,657 Total purchase consideration $ 24,671 $ 51,016 $ 46,576 $ 55,034 Purchase Price Allocation Assets acquired Current assets 3,011 4,547 7,292 2,130 Property, plant and equipment 30 5 429 — Other assets 45 52 49 — Intangible assets – tradename 4,570 1,740 7,780 12,630 Intangible assets – lender relationships — — 14,970 — Intangible assets - technology 2,450 5,110 Intangible assets – patents — — — 13,000 Intangible assets – licenses — — 1,000 — Indefinite lived title plant — — 500 — Goodwill 16,787 41,446 24,251 34,142 Total assets acquired 26,893 52,900 56,091 61,903 Liabilities assumed: Current liabilities (509) (2,083) (4,306) (3,778) Deferred tax liability (1,713) (802) (5,209) (3,091) Total liabilities assumed (2,222) (2,885) (9,515) (6,869) Net assets acquired $ 24,671 $ 51,016 $ 46,576 $ 55,034 The useful lives of the intangible assets acquired is as follows: Solectrac US Hybrid Timios WAVE Intangible assets – tradename 6 7 15 15 Intangible assets – lender relationships — — 7 — Intangible assets – technology 10 13 — 14 Intangible assets – non-compete — 5 — — Intangible assets – licenses — — 15 — Weighted average useful life 7.4 11.0 10 14.5 |
Schedule of estimated amortization expense related to intangible assets | Solectrac US Hybrid Timios WAVE Intangible assets – tradename 6 7 15 15 Intangible assets – lender relationships — — 7 — Intangible assets – technology 10 13 — 14 Intangible assets – non-compete — 5 — — Intangible assets – licenses — — 15 — Weighted average useful life 7.4 11.0 10 14.5 |
Summary of unaudited pro forma financial information | The unaudited pro forma results presented below include the effects of the Company’s acquisitions as if the acquisitions had occurred on January 1, 2020. The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions occurred on January 1, 2020. Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (Amounts in thousands, except per share and share data) Total revenue $ 31,853 $ 27,332 $ 64,322 $ 43,329 Net loss attributable to IDEX common shareholders (8,189) (24,306) (13,868) (36,266) Earnings (loss) per share Basic and Diluted $ (0.02) $ (0.12) $ (0.03) $ (0.19) Weighted average shares outstanding Basic and Diluted 438,269,237 199,251,191 418,089,587 188,163,873 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounts Receivable | |
Schedule of Mobile Energy Group (formerly Wecast Services) business accounts receivable | The following table summarizes the Company’s accounts receivable (in thousands): June 30, December 31, 2021 2020 Accounts receivable $ 5,598 $ 8,619 Less: allowance for doubtful accounts (1,559) (1,219) Accounts receivable, net $ 4,039 $ 7,400 |
Schedule of movement of the allowance for doubtful accounts | The following table summarizes the movement of the allowance for doubtful accounts (in thousands): June 30, December 31, 2021 2020 Balance at the beginning of the period $ (1,219) $ — Increase in the allowance for doubtful accounts (340) (1,219) Balance at the end of the period $ (1,559) $ (1,219) |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment, net | |
Schedule of property and equipment | The following table summarizes the Company’s property and equipment (in thousands): June 30, December 31, 2021 2020 Furniture and office equipment $ 902 $ 315 Vehicle 350 229 Leasehold improvements 426 246 Machinery and equipment 12 — Total property and equipment 1,690 790 Less: accumulated depreciation (632) (460) Property and equipment, net 1,058 330 Fintech Village Land — 2,750 Assets retirement obligations - environmental remediation — 4,500 Construction in progress (Fintech Village) — 7,250 Property and Equipment, net $ 1,058 $ 7,580 |
Schedule of asset retirement obligation | The following table summarizes the activity in the asset retirement obligation for the six months ended June 30, 2021 (in thousands): January 1, Liabilities Remediation Accretion June 30, 2021 Incurred Performed Expense Revisions 2021 Asset retirement obligation $ 4,653 $ — $ — $ — $ — $ 4,653 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets | |
Schedule of goodwill | The following table summarizes changes in the carrying amount of goodwill (in thousands): (As restated) Balance as of January 1, 2020 $ 23,344 Measurement period adjustments (12,848) Effect of change in foreign currency exchange rates (8) Impairment loss (9,323) Balance as of December 31, 2020 1,165 Measurement period adjustments* 3,291 Acquisitions 100,455 Adjustment (see Note 2. Restatement of Previously Reported Condensed Consolidated Financial Statements) 12,879 Effect of change in foreign currency exchange rates (14) Disposal of Grapevine** (704) Balance as of June 30, 2021 $ 117,072 * During the first quarter of 2021, the Company completed the acquisition of 100% interest in WAVE, a provider of wireless charging solutions for medium and heavy-duty electric vehicles. The Company adjusted the goodwill balance in connection with the completion of the acquisition accounting. Refer to Note 6 for additional information. ** During the second quarter of 2021, the Company completed the sale of Grapevine. Refer to Note 6 for additional information. |
Schedule of amortizing and indefinite lived intangible assets | The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands): June 30, 2021 December 31, 2020 (As restated) Weighted Average Gross Gross Remaining Carrying Accumulated Net Carrying Accumulated Net Useful Life Amount Amortization Balance Amount Amortization Balance Amortizing Intangible Assets Influencer network (a,g) — $ — $ — $ — $ 1,137 $ (462) $ 675 Customer contract (a,g) — — — — 500 (389) 111 Continuing membership agreement (b) 18 1,179 (634) 545 1,179 (619) 560 Trade name (a,g) — — — — 110 (17) 93 Technology platform (a,g) — — — — 290 (97) 193 Land use rights (c) 97.5 27,279 (276) 27,003 28,162 (142) 28,020 Timios licenses (d) 14.5 1,000 (32) 968 — — — Timios tradename (d) 14.5 7,780 (228) 7,552 — — — Timios lender relationships (d) 6.5 14,790 (928) 13,862 — — — Timios software in development (e) — 425 — 425 — — — WAVE patents (f) 39.5 13,000 (493) 12,507 — — — WAVE tradename (f) 14.5 12,630 (385) 12,245 — — — Software - Solectrac (h) 2.9 45 — 45 — — — USH - Brand (i) 6.9 1,740 (12) 1,728 — — — USH - Technology (i) 12.9 5,110 (66) 5,044 — — — Solectrac - Brand (h) 9.9 4,570 (24) 4,546 — — — Solectrac - Technology (h) 9.9 2,450 (13) 2,437 — — — Total 92,517 (3,091) 89,426 31,378 (1,726) 29,652 Indefinite lived intangible assets Timios Title plant (d) 500 — 500 — — — Website name 25 — 25 25 — 25 Patent — — — 28 — 28 Total $ 93,043 $ (3,091) $ 89,952 $ 31,431 $ (1,726) $ 29,705 (a) During the third quarter of 2018, the Company completed the acquisition of 65.7 % share of Grapevine. In connection with the business analysis of Grapevine, the Company determined that the attrition rate of the influencer network had accelerated, and performed an impairment analysis, and recorded an impairment loss of $ 0.8 million during the year ended December 31, 2020. As a result of this analysis of the influencer network, the Company determined that the remaining useful life of the influencer network should be reduced to two years , effective January 1, 2021 and also determined that remaining useful life of the technology should be reduced to one year , effective January 1, 2021. (b) During the third quarter of 2019 the Company completed the acquisition of additional shares in DBOT, which increased its ownership to 99.0 %. Intangible assets of $ 8.3 million were recognized on the date of acquisition. As part of the determination of the fair value of DBOT’s intangible assets during the year ended December 31, 2020, the Company utilized the cost method to determine the fair value of the continuing membership agreement, and determined the fair value was $ 0.6 million, and recorded an impairment loss of $ 7.1 million during the year ended December 31 2020. (c) During the fourth quarter of 2019, the Company completed the acquisition of a 51.0 % interest in Tree Technologies, a Malaysian company engaged in the EV market. Tree Technologies holds the land use rights for 250 acres of vacant land zoned for industrial development in the Begeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia. (d) During the first quarter of 2021, the Company completed the acquisition of 100.0 % interest in Timios. Refer to Note 6 for additional information related to the acquisition. (e) Relates to software development costs capitalized during the six months ended June 30, 2021 at Timios. The asset is yet to be placed into service; amortization of the completed asset will commence once it is ready to be placed into service. (f) During the first quarter of 2021, the Company completed the acquisition of 100.0 % interest in WAVE. Refer to Note 6 for additional information related to the acquisition. (g) During the second quarter of 2021, the Company completed a stock purchase agreement with FNL Technologies, Inc., the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100 % of the common stock outstanding of Grapevine Logic, Inc. (“Grapevine,”) a wholly-owned subsidiary of the Company focused on influencer marketing. (h) During the second quarter 2021, the Company completed the acquisition of privately held Solectrac. Solectrac develops 100 percent battery-powered, all-electric tractors for agriculture and utility operations. Refer to Note 6 for additional information related to the acquisition. (i) During the second quarter 2021, the Company completed the acquisition of privately held US Hybrid Corporation. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components. Refer to Note 6 for additional information related to the acquisition. |
Schedule of estimated amortization expense related to intangible assets | The following table summarizes the expected amortization expense for the following years (in thousands): Amortization to be Recognized Years ending December 31, (As restated) 2021 (excluding the six months ended June 30, 2021) $ 3,122 2022 6,244 2023 6,244 2024 6,237 2025 6,229 2026 and thereafter 61,350 Total $ 89,426 |
Long-term Investments (Tables)
Long-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Long-term Investments. | |
Schedule of long-term investments | The following table summarizes the Company’s long-term investments (in thousands): June 30, December 31, 2021 2020 (As restated) (As revised) Non-marketable equity investments $ 12,032 $ 4,787 Equity method investments 20,144 3,783 Total $ 32,176 $ 8,570 |
Schedule of long term investment under equity method | The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands): June 30, 2021 (As restated) Reclassification to Income (loss) equity method Reclassification to Dilution loss due to January 1, 2021 Addition on investment investee subsidiaries investee share issuance June 30, 2021 Solectrac (a) $ 2,556 $ — $ (153) $ — $ (2,372) $ (31) $ — TM2 (b) 1,227 2,153 (281) 3,099 Energica (c) — 13,555 (264) — — — 13,291 FNL Technologies (d) — 3,504 — 250 — — 3,754 Total $ 3,783 $ 19,212 $ (698) $ 250 $ (2,372) $ (31) $ 20,144 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Schedule of components of lease expense (inclusive of the Qingdao property lease) | The following table summarizes the components of lease expense (inclusive of the Qingdao property lease) (in thousands) (as restated): Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Operating lease cost $ 279 $ 399 $ 448 $ 856 Short-term lease cost 170 107 259 197 Sublease income — (32) — (64) Total $ 449 $ 474 $ 707 $ 989 The following table summarizes supplemental information related to leases (inclusive of the Qingdao property lease) (in thousands) (as restated): Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 311 $ 293 $ 476 $ 846 Right of use assets obtained in exchange for new operating lease liabilities 2,955 — 4,718 322 |
Schedule of maturity of operating lease liability | The following table summarizes the maturity of operating lease liabilities (inclusive of the Qingdao property lease) (in thousands): Leased Property Years ending December 31 Costs 2021 (excluding the six months ended June 30, 2021) $ 917 2022 1,768 2023 1,694 2024 772 2025 378 2026 and thereafter 478 Total lease payments 6,007 Less: interest (436) Total $ 5,571 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Promissory Notes | |
Schedule of of outstanding convertible notes | The following table summarizes the outstanding promissory notes as of June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, December 31, 2021 2020 Interest Rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Vendor Note Payable 0.25%-4 % $ 105 $ 105 $ 105 $ 105 Small Business Association Paycheck Protection Program 1.0 % 1,119 1,123 460 463 Promissory Note 4.0 % 80,000 81,244 — — Total $ 81,224 82,472 $ 565 568 Less: Current portion (82,472) (568) Long-term Note, less current portion $ — $ — * Carrying amount includes the accrued interest. |
Stockholders' Equity, Convert_2
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest | |
Schedule of activity for the redeemable non-controlling interest | The following table summarizes activity for the redeemable non-controlling interest (in thousands): Six months ended June 30, 2021 June 30, 2020 Beginning balance $ 7,485 — Initial investment — 7,047 Accretion of dividend 231 213 Loss attributable to non-controlling interest (175) (80) Adjustment to redemption value 175 80 Ending balance $ 7,716 7,260 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-Based Compensation | |
Schedule of stock option activity | The following table summarizes stock option activity for the six months ended June 30, 2021: Weighted Weighted Average Average Remaining Aggregate Options Exercise Contractual Intrinsic Outstanding Price Life (Years) Value Outstanding at January 1, 2021 25,087,416 $ 1.29 — $ — Granted 3,722,000 2.76 — — Exercised (5,249,500) 1.55 — 5,249,163 Expired (2,891,509) 1.73 — — Forfeited (2,957,750) 0.58 — — Outstanding at June 30, 2021 17,710,657 1.57 8.58 23,635,755 Vested as of June 30, 2021 10,841,824 1.43 8.04 16,073,579 Expected to vest as of June 30, 2021 6,868,833 1.79 9.44 7,562,176 |
Schedule of assumptions used to estimate the fair values of share options granted | Six Months Ended June 30, 2021 June 30, 2020 Expected term (in years) 5.51-5.54 5.37-5.46 Expected volatility 120.45%-122.39 % 100.98%-101.55 % Expected dividend yield — % — % Risk free interest rate 0.51%-1.01 % 0.40 % |
Schedule of warrants outstanding and exercisable | June 30, 2021 December 31, 2020 Number of Number of Warrants Warrants Outstanding and Outstanding and Exercise Expiration Warrants Outstanding Exercisable Exercisable Price Date Service providers 200,000 200,000 $ 5.00 July 1, 2022 Service providers 700,000 700,000 2.50 February 28, 2022 - October 1, 2022 Service provider 100,000 — 7.50 January 1, 2023 Service provider 100,000 — 9.00 January 1, 2023 Total 1,100,000 900,000 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings (Loss) Per Common Share | |
Schedule of basic and diluted earnings (loss) per common share | The following table summarizes the Company’s earnings (loss) per share for the three and six months ended June 30, 2021 and 2020 (USD in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2021 2020 2021 2020 (As restated) (As restated) Net loss attributable to common stockholders $ (7,262) $ (26,578) $ (13,675) $ (38,928) Basic weighted average common shares outstanding 433,098,279 180,034,278 412,230,966 168,946,960 Effect of dilutive securities Convertible preferred shares- Series A — — — — Convertible promissory notes — — — — Diluted potential common shares 433,098,279 180,034,278 412,230,966 168,946,960 Earnings (loss) per share: Basic $ (0.02) $ (0.15) $ (0.03) $ (0.23) Diluted $ (0.02) $ (0.15) $ (0.03) $ (0.23) |
Schedule of computation of diluted loss per share | The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands): June 30, December 31, 2021 2020 Warrants 1,100 900 Options and RSUs 17,795 25,172 Series A Preferred Stock 933 933 DBOT contingent shares 1,013 1,013 Convertible promissory note and interest 16,252 — Total 37,093 28,018 |
Contingent Consideration (Table
Contingent Consideration (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Contingent Consideration | |
Schedule of financial instruments measured at fair value on a recurring basis | The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands): June 30, 2021 Level I Level II Level III Total DBOT - Contingent consideration 1 $ — $ — $ 649 $ 649 Tree Technology - Contingent consideration 2 — — 6,404 6,404 Wave - Contingent consideration 3 — — 7,658 7,657 Solectrac - Contingent consideration 4 — — 1,639 1,639 Note 1 This represents the liability incurred in connection with the acquisition of DBOT shares during the third quarter of 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration as of June 30, 2021 was valued using the Black-Scholes Merton method. The Company issued 11.3 million shares during the six months ended June 30, 2020 and partially satisfied this liability. No shares have been issued in the six months ended June 30, 2021. 2 This represents the liability incurred in connection with the acquisition of Tree Technology shares during the fourth quarter of 2019 and as subsequently remeasured as of June 30, 2021. The fair value of the Tree Technology contingent consideration was valued using a scenario-based method which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. 3 This represents the liability incurred in connection with the acquisition of WAVE. The liability represents the combination of the contingent shares and the earnout. The contingent shares are the remaining shares to be issued contingent on the receipt of certain customer consents as disclosed in Note 6. The fair value of this contingent consideration was valued using a scenario-based method that indicated based on the probabilities that 100% of the consents will be received. The earnout liability is dependent on WAVE achieving certain revenue and gross profit margin criteria in 2021, 2022 and cumulatively 2021 and 2022. The fair value of zero has been determined using a scenario-based method which indicated that none of the criteria are likely to be achieved. 4 This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three earnouts that were entered into at closing. The fair value of $1.6 million has been determined using a scenario-based method which indicated partial achievement of the criteria over the three years . |
Schedule of reconciliation of level 3 fair value measurements | The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands): Contingent Consideration January 1, 2021 $ 8,960 Addition 9,296 Settlement — Remeasurement loss/(gain) recognized in the statement of operations (1,907) June 30, 2021 $ 16,349 |
Nature of Operations and Summ_4
Nature of Operations and Summary of Significant Accounting Policies - Narrative (Details) case in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | |||
Jul. 31, 2021case | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($)segment | Jun. 30, 2021USD ($)item | Jun. 30, 2021USD ($) | |
Acquisitions and Divestitures | |||||
Number of operating segments | segment | 1 | ||||
Number of business units | item | 2 | ||||
Number of businesses acquired | 4 | 4 | |||
Number of pillars for electric vehicles | 3 | ||||
Escrow trust balances | $ 41.1 | $ 41.1 | $ 41.1 | $ 41.1 | |
Warranty liability | $ 0.6 | 0.6 | 0.6 | 0.6 | |
Total number of cases in Covid-19 report across the globe | case | 197.6 | ||||
Number of deaths cases in Covid-19 | case | 4.2 | ||||
Software Development Costs | |||||
Acquisitions and Divestitures | |||||
Estimated useful life | 3 years | ||||
Capitalized of software development costs | $ 0.4 | $ 0.4 | $ 0.4 | $ 0.4 |
Nature of Operations and Summ_5
Nature of Operations and Summary of Significant Accounting Policies - Schedule of Inventory (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Nature of Operations and Summary of Significant Accounting Policies | |
Raw materials | $ 736 |
Work in progress | 39 |
Finished goods | 2,798 |
Total | $ 3,573 |
Nature of Operations and Summ_6
Nature of Operations and Summary of Significant Accounting Policies - Immaterial Revision to Prior Period (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Operating lease right of use assets | $ 5,649 | $ 155 |
Other non-current assets | 8,006 | 7,478 |
Current portion of operating lease liabilities | 1,618 | 115 |
Other current liabilities | 8,257 | 2,235 |
Operating lease liability-long term | 3,953 | 19 |
Other long-term liabilities | 7,861 | 7,275 |
As Previously Reported | ||
Operating lease right of use assets | 12,423 | 7,117 |
Other non-current assets | 1,232 | 516 |
Current portion of operating lease liabilities | 1,940 | 430 |
Other current liabilities | 8,210 | 1,920 |
Operating lease liability-long term | 10,530 | 6,759 |
Other long-term liabilities | 1,284 | 535 |
Adjustment | ||
Operating lease right of use assets | (6,774) | (6,962) |
Other non-current assets | 6,774 | 6,962 |
Current portion of operating lease liabilities | (322) | (315) |
Other current liabilities | 47 | 315 |
Operating lease liability-long term | (6,577) | (6,740) |
Other long-term liabilities | $ 6,577 | $ 6,740 |
Restatement of Previously Rep_3
Restatement of Previously Reported Condensed Consolidated Financial Statements - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||||||
Cash and cash equivalents | $ 395,642 | $ 165,764 | ||||
Accounts receivable, net | 4,039 | 7,400 | ||||
Available for sale security | 15,360 | |||||
Inventory | 3,573 | |||||
Prepaid expenses | 12,069 | 2,629 | ||||
Amount due from related parties | 294 | 240 | ||||
Other current assets | 1,291 | 3,726 | ||||
Current assets held for sale | 7,068 | |||||
Total current assets | 439,336 | 179,759 | ||||
Property and equipment, net | 1,058 | 330 | ||||
Intangible assets, net | 89,952 | 29,705 | ||||
Goodwill | 117,072 | 1,165 | $ 23,344 | |||
Long-term investments | 32,176 | 8,570 | ||||
Operating lease right of use assets | 5,649 | 155 | ||||
Other non-current assets | 8,006 | 7,478 | ||||
Total assets | 693,249 | 234,412 | ||||
Liabilities and Stockholders' Equity | ||||||
Accounts payable | 8,456 | 5,057 | ||||
Deferred revenue | 1,707 | 1,129 | ||||
Accrued salaries | 5,710 | 1,750 | ||||
Due to related party | 1,111 | 882 | ||||
Other current liabilities | 8,257 | 2,235 | ||||
Current portion of lease liabilities | 1,618 | 115 | ||||
Current contingent consideration | 11,712 | 1,325 | ||||
Note payable | 1,228 | 568 | ||||
Convertible promissory note due to third parties | 81,244 | |||||
Asset retirement obligations | 4,653 | |||||
Total current liabilities | 125,696 | 13,061 | ||||
Asset retirement obligations | 0 | 4,653 | ||||
Deferred tax liabilities | 1,756 | |||||
Operating lease liability-long term | 3,953 | 19 | ||||
Non-current contingent consideration | 4,637 | 7,635 | ||||
Other long-term liabilities | 7,861 | 7,275 | ||||
Total liabilities | 143,903 | 32,643 | ||||
Convertible redeemable preferred stock and Redeemable non-controlling interest: | ||||||
Series A Preferred stock | 1,262 | 1,262 | ||||
Redeemable non-controlling interest | 7,716 | 7,485 | ||||
Stockholders' equity: | ||||||
Common stock, $0.0001 par value; XXXX shares authorized, XXXX shares issued at June 30, 2021 | 466 | 345 | ||||
Additional paid-in capital | 894,285 | 531,866 | ||||
Accumulated deficit | (360,557) | (346,883) | ||||
Accumulated other comprehensive income | 730 | 1,256 | ||||
Total IDEX shareholder's equity | 534,924 | 186,584 | ||||
Non-controlling interest | 5,444 | 6,438 | ||||
Total equity | 540,368 | $ 414,833 | 193,022 | $ 83,351 | $ 45,468 | $ 58,737 |
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | 693,249 | 234,412 | ||||
As Previously Reported | ||||||
Assets | ||||||
Cash and cash equivalents | 395,642 | |||||
Accounts receivable, net | 4,039 | |||||
Available for sale security | 15,360 | |||||
Inventory | 3,573 | |||||
Prepaid expenses | 12,069 | |||||
Amount due from related parties | 294 | |||||
Other current assets | 1,291 | |||||
Current assets held for sale | 7,068 | |||||
Total current assets | 439,336 | |||||
Property and equipment, net | 1,058 | |||||
Intangible assets, net | 107,352 | |||||
Goodwill | 104,193 | |||||
Long-term investments | 32,457 | |||||
Operating lease right of use assets | 12,423 | 7,117 | ||||
Other non-current assets | 1,232 | 516 | ||||
Total assets | 698,051 | |||||
Liabilities and Stockholders' Equity | ||||||
Accounts payable | 8,456 | |||||
Deferred revenue | 1,707 | |||||
Accrued salaries | 5,710 | |||||
Due to related party | 1,111 | |||||
Other current liabilities | 8,210 | 1,920 | ||||
Current portion of lease liabilities | 1,940 | 430 | ||||
Current contingent consideration | 11,712 | |||||
Note payable | 1,228 | |||||
Convertible promissory note due to third parties | 81,224 | |||||
Asset retirement obligations | 4,653 | |||||
Total current liabilities | 125,971 | |||||
Deferred tax liabilities | 2,971 | |||||
Operating lease liability-long term | 10,530 | 6,759 | ||||
Non-current contingent consideration | 4,637 | |||||
Other long-term liabilities | 1,284 | 535 | ||||
Total liabilities | 145,393 | |||||
Convertible redeemable preferred stock and Redeemable non-controlling interest: | ||||||
Series A Preferred stock | 1,262 | |||||
Redeemable non-controlling interest | 7,716 | |||||
Stockholders' equity: | ||||||
Common stock, $0.0001 par value; XXXX shares authorized, XXXX shares issued at June 30, 2021 | 466 | |||||
Additional paid-in capital | 894,285 | |||||
Accumulated deficit | (357,245) | |||||
Accumulated other comprehensive income | 730 | |||||
Total IDEX shareholder's equity | 538,236 | |||||
Non-controlling interest | 5,444 | |||||
Total equity | 543,680 | $ 420,671 | ||||
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | 698,051 | |||||
Adjustment | ||||||
Assets | ||||||
Intangible assets, net | (17,400) | |||||
Goodwill | 12,879 | |||||
Long-term investments | (281) | |||||
Operating lease right of use assets | (6,774) | (6,962) | ||||
Other non-current assets | 6,774 | 6,962 | ||||
Total assets | (4,802) | |||||
Liabilities and Stockholders' Equity | ||||||
Other current liabilities | 47 | 315 | ||||
Current portion of lease liabilities | (322) | (315) | ||||
Total current liabilities | (275) | |||||
Deferred tax liabilities | (1,215) | |||||
Operating lease liability-long term | (6,577) | (6,740) | ||||
Other long-term liabilities | 6,577 | $ 6,740 | ||||
Total liabilities | (1,490) | |||||
Stockholders' equity: | ||||||
Accumulated deficit | (3,312) | |||||
Total IDEX shareholder's equity | (3,312) | |||||
Total equity | (3,312) | |||||
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity | $ (4,802) |
Restatement of Previously Rep_4
Restatement of Previously Reported Condensed Consolidated Financial Statements - Consolidated Balance Sheet (Parenthetical) (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Restatement of Previously Reported Condensed Consolidated Financial Statements | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,500,000,000 | |
Common stock, shares issued (in shares) | 466,354,487 | 344,906,295 |
Restatement of Previously Rep_5
Restatement of Previously Reported Condensed Consolidated Financial Statements - Condensed Consolidated State of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Total revenue | $ 30,846 | $ 4,692 | $ 60,785 | $ 5,070 | |
Total cost of revenue | 21,545 | 4,437 | 40,642 | 4,771 | |
Gross profit | 9,301 | 255 | 20,143 | 299 | |
Operating Expenses | |||||
Selling, general and administrative | 12,922 | 6,725 | 24,773 | 12,552 | |
Research and development | 235 | 245 | |||
Professional fees | 7,439 | 2,372 | 12,607 | 4,128 | |
Impairment losses | 6,200 | 7,088 | |||
Change -fair value of contingent consideration | (2,402) | 746 | (1,907) | 1,279 | |
Litigation settlement | 5,000 | ||||
Depreciation and amortization | 1,635 | 481 | 2,763 | 957 | |
Total operating expenses | 19,829 | 16,524 | 43,481 | 26,004 | |
Loss from operations | (10,528) | (16,269) | (23,338) | (25,705) | |
Interest and other income (expense): | |||||
Interest expense, net | (563) | (8,890) | (980) | (12,047) | |
Loss on disposal of subsidiaries | (1,234) | (1,446) | 0 | ||
Conversion expense | (2,266) | (2,266) | |||
Gain on remeasurement of investment | 2,915 | 2,915 | 0 | ||
Other income, net | 836 | 1,015 | 680 | 989 | |
Loss before income taxes and non-controlling interest | (8,574) | (26,410) | (22,169) | (39,029) | |
Income tax benefit (expense) | 1,570 | 8,825 | |||
Equity in loss of equity method investees | (461) | (12) | (698) | (15) | |
Net loss | (7,465) | (26,422) | (14,042) | (39,044) | |
Deemed dividend related to warrant repricing | (184) | (184) | |||
Net loss attributable to common shareholders | (7,465) | (26,606) | (14,042) | (39,228) | |
Net loss attributable to non-controlling interest | 203 | 28 | 367 | 300 | |
Net income | $ (7,262) | $ (26,578) | $ (13,675) | $ (38,928) | |
Earnings (loss) per share | |||||
Basic (in dollars per share) | $ (0.02) | $ (0.15) | $ (0.03) | $ (0.23) | |
Diluted (in dollars per share) | $ (0.02) | $ (0.15) | $ (0.03) | $ (0.23) | |
Weighted average shares outstanding: | |||||
Basic (in shares) | 433,098,279 | 180,034,278 | 412,230,966 | 168,946,960 | |
Diluted (in shares) | 433,098,279 | 180,034,278 | 412,230,966 | 168,946,960 | |
Sales of products | |||||
Total revenue | $ 7,410 | $ 11,957 | |||
Total cost of revenue | 6,591 | 10,945 | |||
Service of services | |||||
Total revenue | 23,436 | 48,828 | |||
Total cost of revenue | 14,954 | 29,697 | |||
As Previously Reported | |||||
Total revenue | 33,217 | 65,926 | |||
Total cost of revenue | 23,916 | 45,783 | |||
Gross profit | 9,301 | 20,143 | |||
Operating Expenses | |||||
Selling, general and administrative | 13,076 | 25,081 | |||
Research and development | 235 | 245 | |||
Professional fees | 7,439 | 12,607 | |||
Change -fair value of contingent consideration | (2,402) | (1,907) | |||
Litigation settlement | 5,000 | ||||
Depreciation and amortization | 1,635 | 2,763 | |||
Total operating expenses | 19,983 | 43,789 | |||
Loss from operations | (10,682) | (23,646) | |||
Interest and other income (expense): | |||||
Interest expense, net | (563) | (980) | |||
Loss on disposal of subsidiaries | (1,234) | (1,446) | |||
Gain on remeasurement of investment | 2,915 | 2,915 | |||
Other income, net | 990 | 988 | |||
Loss before income taxes and non-controlling interest | (8,574) | (22,169) | |||
Income tax benefit (expense) | (1,061) | 11,855 | |||
Equity in loss of equity method investees | (358) | (417) | |||
Net loss | (9,993) | (10,731) | |||
Net loss attributable to common shareholders | (9,993) | (10,731) | |||
Net loss attributable to non-controlling interest | 203 | 367 | |||
Net income | $ (9,790) | $ (10,364) | |||
Earnings (loss) per share | |||||
Basic (in dollars per share) | $ (0.02) | $ (0.03) | |||
Diluted (in dollars per share) | $ (0.02) | $ (0.03) | |||
Weighted average shares outstanding: | |||||
Basic (in shares) | 433,098,279 | ||||
Diluted (in shares) | 433,098,279 | 412,230,966 | |||
As Previously Reported | Sales of products | |||||
Total revenue | $ 7,410 | $ 11,957 | |||
Total cost of revenue | 6,591 | 10,945 | |||
As Previously Reported | Service of services | |||||
Total revenue | 25,807 | 53,969 | |||
Total cost of revenue | 17,325 | 34,838 | |||
Adjustment | |||||
Total revenue | (2,371) | (5,141) | |||
Total cost of revenue | (2,371) | (5,141) | |||
Operating Expenses | |||||
Selling, general and administrative | (154) | (308) | |||
Litigation settlement | (5,000) | ||||
Total operating expenses | (154) | (308) | |||
Loss from operations | 154 | 308 | |||
Interest and other income (expense): | |||||
Other income, net | (154) | (308) | |||
Income tax benefit (expense) | 2,631 | $ (5,660) | (3,030) | ||
Equity in loss of equity method investees | (103) | (281) | |||
Net loss | 2,528 | (3,311) | |||
Net loss attributable to common shareholders | 2,528 | (3,311) | |||
Net income | $ 2,528 | $ (3,311) | |||
Weighted average shares outstanding: | |||||
Basic (in shares) | 0 | ||||
Diluted (in shares) | 0 | 0 | |||
Adjustment | Service of services | |||||
Total revenue | $ (2,371) | $ (5,141) | |||
Total cost of revenue | $ (2,371) | $ (5,141) |
Restatement of Previously Rep_6
Restatement of Previously Reported Condensed Consolidated Financial Statements - Condensed Consolidated Statement of Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net loss | $ (7,465,000) | $ (26,422,000) | $ (14,042,000) | $ (39,044,000) | ||
Other comprehensive income (loss), net of nil tax: | ||||||
Changes in fair value of available-for-sale securities | (20,000) | (20,000) | ||||
Foreign currency translation adjustments | (41,000) | $ (860,000) | 276,000 | $ 7,000 | (901,000) | 283,000 |
Comprehensive loss | (7,526,000) | (26,146,000) | (14,963,000) | (38,761,000) | ||
Comprehensive loss (gain) attributable to non-controlling interest | 210,000 | 76,000 | 763,000 | (173,000) | ||
Comprehensive loss attributable to IDEX common shareholders | (7,316,000) | $ (26,254,000) | (14,200,000) | $ (39,118,000) | ||
As Previously Reported | ||||||
Net loss | (9,993,000) | (10,731,000) | ||||
Other comprehensive income (loss), net of nil tax: | ||||||
Changes in fair value of available-for-sale securities | (20,000) | (20,000) | ||||
Foreign currency translation adjustments | (41,000) | (901,000) | ||||
Comprehensive loss | (10,054,000) | (11,652,000) | ||||
Comprehensive loss (gain) attributable to non-controlling interest | 210,000 | 763,000 | ||||
Comprehensive loss attributable to IDEX common shareholders | (9,844,000) | (10,889,000) | ||||
Adjustment | ||||||
Net loss | 2,528,000 | (3,311,000) | ||||
Other comprehensive income (loss), net of nil tax: | ||||||
Comprehensive loss | 2,528,000 | (3,311,000) | ||||
Comprehensive loss attributable to IDEX common shareholders | $ 2,528,000 | $ (3,311,000) |
Restatement of Previously Rep_7
Restatement of Previously Reported Condensed Consolidated Financial Statements - Condensed Consolidated Statement of Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Beginning balance | $ 414,833 | $ 193,022 | $ 193,022 | |
Equity method investments | 20,144 | 20,144 | $ 3,783 | |
Income tax benefit (expense) | 1,570 | 8,825 | ||
Ending balance | 540,368 | 414,833 | 540,368 | |
Ideanomics Shareholders' equity | ||||
Beginning balance | 409,063 | 186,584 | 186,584 | |
Ending balance | 534,925 | 409,063 | 534,925 | |
Common Stock | ||||
Beginning balance | $ 419 | $ 345 | $ 345 | |
Beginning balance (in shares) | 419,469,800 | 344,861,295 | 344,861,295 | |
Ending balance (in shares) | 466,354,487 | 419,469,800 | 466,354,487 | |
Ending balance | $ 466 | $ 419 | $ 466 | |
Additional Paid-in Capital | ||||
Beginning balance | 761,155 | 531,866 | 531,866 | |
Ending balance | 894,285 | 761,155 | 894,285 | |
Accumulated Deficit | ||||
Beginning balance | (353,295) | (346,883) | (346,883) | |
Ending balance | (360,556) | (353,295) | (360,556) | |
Accumulated Other Comprehensive Loss | ||||
Beginning balance | 784 | 1,256 | 1,256 | |
Ending balance | 730 | 784 | 730 | |
Noncontrolling Interest | ||||
Beginning balance | 5,770 | 6,438 | 6,438 | |
Ending balance | 5,444 | 5,770 | 5,444 | |
As Previously Reported | ||||
Beginning balance | 420,671 | |||
Income tax benefit (expense) | (1,061) | 11,855 | ||
Ending balance | 543,680 | 420,671 | 543,680 | |
As Previously Reported | Ideanomics Shareholders' equity | ||||
Beginning balance | 414,901 | |||
Ending balance | 538,236 | $ 414,901 | $ 538,236 | |
As Previously Reported | Common Stock | ||||
Beginning balance | $ 419 | |||
Beginning balance (in shares) | 419,469,800 | |||
Ending balance (in shares) | 466,354,487 | 419,469,800 | 466,354,487 | |
Ending balance | $ 466 | $ 419 | $ 466 | |
As Previously Reported | Additional Paid-in Capital | ||||
Beginning balance | 761,155 | |||
Ending balance | 894,285 | 761,155 | 894,285 | |
As Previously Reported | Accumulated Deficit | ||||
Beginning balance | (347,457) | |||
Ending balance | (357,245) | (347,457) | (357,245) | |
As Previously Reported | Accumulated Other Comprehensive Loss | ||||
Beginning balance | 784 | |||
Ending balance | 730 | 784 | 730 | |
As Previously Reported | Noncontrolling Interest | ||||
Beginning balance | 5,770 | |||
Ending balance | 5,444 | 5,770 | 5,444 | |
Adjustment | ||||
Equity method investments | (281) | (178) | (281) | |
Income tax benefit (expense) | 2,631 | (5,660) | (3,030) | |
Ending balance | (3,312) | (3,312) | ||
Adjustment | Ideanomics Shareholders' equity | ||||
Equity method investments | (281) | (178) | (281) | |
Income tax benefit (expense) | (5,660) | (3,030) | ||
Adjustment | Accumulated Deficit | ||||
Equity method investments | $ (281) | (178) | (281) | |
Income tax benefit (expense) | $ (5,660) | $ (3,030) |
Restatement of Previously Rep_8
Restatement of Previously Reported Condensed Consolidated Financial Statements - Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||||
Net income (loss) | $ (7,465) | $ (26,422) | $ (14,042) | $ (39,044) | |||
Adjustments to reconcile net loss to net cash used in operating activities | |||||||
Share-based compensation expense | 4,047 | 5,596 | |||||
Depreciation and amortization | 1,635 | 481 | 2,763 | 957 | |||
Non-cash interest expense | 991 | 12,058 | |||||
Allowance for doubtful accounts | 340 | 0 | |||||
Litigation settlement | 5,000 | ||||||
Income tax benefit | (9,192) | 0 | |||||
Conversion expense | 0 | 2,266 | |||||
Loss on disposal of subsidiaries, net | 1,234 | 1,446 | 0 | ||||
Equity in losses of equity method investees | 461 | 12 | 698 | 15 | |||
Issuance of common stock for professional fees | 656 | $ 1,162 | 309 | $ 240 | 1,819 | ||
Gain on extinguishment of liability | (777) | 0 | |||||
Gain on remeasurement of investment | (2,915) | (2,915) | 0 | ||||
Impairment losses | 0 | 7,088 | |||||
Settlement of ROU operating lease liabilities | 0 | (802) | |||||
Change in fair value of contingent consideration, net | (2,402) | 746 | (1,907) | 1,279 | |||
Change in assets and liabilities (net of amounts acquired): | |||||||
Accounts receivable | 5,503 | 1,162 | |||||
Inventory | 379 | 0 | |||||
Prepaid expenses and other assets | (7,711) | 825 | |||||
Accounts payable | (60) | (1,067) | |||||
Deferred revenue | (1,497) | 117 | |||||
Amount due to related parties | 770 | 1,079 | |||||
Accrued expenses, salary and other current liabilities | 8,975 | (1,919) | |||||
Net cash used in operating activities | (10,370) | (10,390) | |||||
Cash flows from investing activities: | |||||||
Acquisition of property and equipment | (603) | (41) | |||||
Disposal of subsidiaries, net of cash disposed | (44) | 0 | |||||
Acquisition of subsidiaries, net of cash acquired | (100,579) | 0 | |||||
Investments in long-term investment | (26,083) | 0 | |||||
Notes receivable | 0 | (1,838) | |||||
Investment in debt securities | (15,528) | 0 | |||||
Net cash used in investing activities | (142,837) | (1,879) | |||||
Cash flows from financing activities | |||||||
Proceeds from issuance of convertible notes | 220,000 | 2,000 | |||||
Proceeds from exercise of options and warrants and issuance of common stock | 163,046 | 39,128 | |||||
Proceeds from noncontrolling interest shareholder | 0 | 7,148 | |||||
Borrowings from Small Business Association Paycheck Protection Program | 0 | 460 | |||||
Repayment of amounts due to related parties | 0 | (2,999) | |||||
Net cash provided by financing activities | 383,046 | 45,737 | |||||
Effect of exchange rate changes on cash | 39 | 283 | |||||
Net increase in cash and cash equivalents | 229,878 | 33,751 | |||||
Cash and cash equivalents at the beginning of the period | 165,764 | $ 2,633 | 165,764 | 2,633 | $ 2,633 | ||
Cash and cash equivalents at the end of the period | 395,642 | $ 36,384 | 395,642 | $ 36,384 | 165,764 | ||
As Previously Reported | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | (9,993) | (10,731) | |||||
Adjustments to reconcile net loss to net cash used in operating activities | |||||||
Share-based compensation expense | 4,047 | ||||||
Depreciation and amortization | 1,635 | 2,763 | |||||
Non-cash interest expense | 991 | ||||||
Allowance for doubtful accounts | 340 | ||||||
Litigation settlement | 5,000 | ||||||
Income tax benefit | (12,222) | ||||||
Loss on disposal of subsidiaries, net | 1,234 | 1,446 | |||||
Equity in losses of equity method investees | 358 | 417 | |||||
Gain on extinguishment of liability | (777) | ||||||
Gain on remeasurement of investment | (2,915) | (2,915) | |||||
Change in fair value of contingent consideration, net | (2,402) | (1,907) | |||||
Change in assets and liabilities (net of amounts acquired): | |||||||
Accounts receivable | 5,503 | ||||||
Inventory | 379 | ||||||
Prepaid expenses and other assets | (7,711) | ||||||
Accounts payable | (60) | ||||||
Deferred revenue | (1,497) | ||||||
Amount due to related parties | 770 | ||||||
Accrued expenses, salary and other current liabilities | 5,794 | ||||||
Net cash used in operating activities | (10,370) | ||||||
Cash flows from investing activities: | |||||||
Acquisition of property and equipment | (603) | ||||||
Disposal of subsidiaries, net of cash disposed | (44) | ||||||
Acquisition of subsidiaries, net of cash acquired | (100,579) | ||||||
Investments in long-term investment | (26,083) | ||||||
Investment in debt securities | (15,528) | ||||||
Net cash used in investing activities | (142,837) | ||||||
Cash flows from financing activities | |||||||
Proceeds from issuance of convertible notes | 220,000 | ||||||
Proceeds from exercise of options and warrants and issuance of common stock | 163,046 | ||||||
Net cash provided by financing activities | 383,046 | ||||||
Effect of exchange rate changes on cash | 39 | ||||||
Net increase in cash and cash equivalents | 229,878 | ||||||
Cash and cash equivalents at the beginning of the period | $ 165,764 | 165,764 | |||||
Cash and cash equivalents at the end of the period | 395,642 | 395,642 | $ 165,764 | ||||
Adjustment | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | 2,528 | (3,311) | |||||
Adjustments to reconcile net loss to net cash used in operating activities | |||||||
Litigation settlement | (5,000) | ||||||
Income tax benefit | (3,030) | ||||||
Equity in losses of equity method investees | $ 103 | 281 | |||||
Issuance of common stock for professional fees | 1,819 | ||||||
Change in assets and liabilities (net of amounts acquired): | |||||||
Accrued expenses, salary and other current liabilities | $ 3,181 |
Fuzhou Note Receivable (Details
Fuzhou Note Receivable (Details) - 1 months ended May 31, 2020 ¥ in Millions, $ in Millions | USD ($) | CNY (¥) |
Fuzhou Note Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable provided | $ 3 | ¥ 0.4 |
Notes receivable, current | $ 3.3 | ¥ 0.5 |
Zhu Note Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Repayment period | 3 months | |
Reserve against note receivable | $ 0.5 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 30,846 | $ 4,692 | $ 60,785 | $ 5,070 |
Products and services transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 29,466 | 4,692 | 59,020 | 5,070 |
Services provided over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,380 | 1,765 | ||
Electric vehicles | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,067 | 695 | 9,086 | 750 |
Charging, batteries and powertrains | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,676 | 4,558 | ||
Title and escrow services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,069 | 46,910 | ||
Combustion engine vehicles | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,892 | 3,892 | ||
Digital advertising services and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 34 | 105 | 231 | 428 |
Malaysia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 40 | 5 | 47 | 9 |
USA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,013 | 105 | 51,889 | 429 |
PRC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 5,793 | $ 4,582 | $ 8,849 | $ 4,632 |
Available-for-Sale Security (De
Available-for-Sale Security (Details) | Jan. 28, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Securities, Available-for-sale [Line Items] | |||||
Payments to acquire debt securities | $ 15,528,000 | $ 0 | |||
Principal Amount | $ 81,224,000 | 81,224,000 | $ 565,000 | ||
Changes in fair value of available-for-sale securities | $ (20,000) | $ (20,000) | |||
Convertible Promissory Note | Silk EV | |||||
Debt Securities, Available-for-sale [Line Items] | |||||
Payments to acquire debt securities | $ 15,000,000 | ||||
Principal Amount | $ 15,000,000 | ||||
Interest rate | 6.00% | ||||
Conversion ratio (as a percent) | 0.80 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) shares in Millions | Jun. 11, 2021USD ($)lease | Jun. 10, 2021USD ($)shares | Jan. 15, 2021USD ($)itemshares | Jan. 08, 2021USD ($) | Jan. 05, 2021USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2021USD ($) | Sep. 30, 2020 | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Apr. 20, 2021 | Mar. 31, 2021 | Dec. 31, 2019USD ($) |
Acquisitions and Divestitures | |||||||||||||||
Escrow trust balances | $ 41,100,000 | $ 41,100,000 | $ 41,100,000 | ||||||||||||
Gross profit | 9,301,000 | $ 255,000 | 20,143,000 | $ 299,000 | |||||||||||
Gain on remeasurement of investment | 2,915,000 | 2,915,000 | 0 | ||||||||||||
Amortization expense relating to intangible assets | 1,500,000 | $ 500,000 | 2,600,000 | $ 900,000 | |||||||||||
Goodwill | 117,072,000 | 117,072,000 | 117,072,000 | $ 1,165,000 | $ 23,344,000 | ||||||||||
Previously Reported | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Gross profit | 9,301,000 | 20,143,000 | |||||||||||||
Gain on remeasurement of investment | 2,915,000 | 2,915,000 | |||||||||||||
Goodwill | $ 104,193,000 | $ 104,193,000 | $ 104,193,000 | ||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Percentage of ownership interest | 29.00% | 29.00% | 29.00% | ||||||||||||
Loss on disposal | $ 1,200,000 | ||||||||||||||
FNL Technologies | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Percentage of ownership interest | 29.00% | 29.00% | 29.00% | 100.00% | |||||||||||
Timios Holdings Corp | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Percentage of voting equity interests acquired | 100.00% | 1.00% | |||||||||||||
Net of cash acquired | $ 40,000,000 | ||||||||||||||
Cash acquired from acquisition | 6,500,000 | ||||||||||||||
Purchase price on cash | $ 46,576,000 | ||||||||||||||
Escrow trust balances | $ 5,100,000 | ||||||||||||||
Revenue | $ 22,100,000 | 46,900,000 | |||||||||||||
Net income (loss) | 1,900,000 | 5,300,000 | |||||||||||||
Purchase price | 46,576,000 | ||||||||||||||
Goodwill | $ 24,251,000 | 24,251,000 | 24,251,000 | ||||||||||||
WAVE | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Percentage of voting equity interests acquired | 100.00% | 1.00% | |||||||||||||
Purchase price on cash | $ 15,000,000 | 15,000,000 | |||||||||||||
Escrow trust balances | 5,000,000 | ||||||||||||||
Revenue | 2,400,000 | 4,200,000 | |||||||||||||
Net income (loss) | 1,300,000 | 1,900,000 | |||||||||||||
Purchase price | $ 55,000,000 | 55,034,000 | |||||||||||||
Number of common stock issued (in shares) | shares | 12.6 | 2.4 | |||||||||||||
Value of common stock issued | $ 40,000,000 | ||||||||||||||
Common stock be held back at closing (in shares) | shares | 3.6 | ||||||||||||||
Common shares as contingent consideration as of the acquisition | $ 7,700,000 | ||||||||||||||
Number of earnouts | item | 3 | ||||||||||||||
Payment of additional purchase price | $ 30,000,000 | ||||||||||||||
Gross profit | $ 10,000,000 | ||||||||||||||
Goodwill | $ 34,142,000 | 34,142,000 | 34,142,000 | ||||||||||||
US Hybrid | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Percentage of voting equity interests acquired | 100.00% | ||||||||||||||
Purchase price on cash | $ 30,000,000 | 30,139,000 | |||||||||||||
Escrow trust balances | 1,000,000 | ||||||||||||||
Revenue | 300,000 | ||||||||||||||
Net income (loss) | 100,000 | ||||||||||||||
Purchase price | $ 50,000,000 | 51,016,000 | |||||||||||||
Number of common stock issued (in shares) | shares | 6.6 | ||||||||||||||
Value of common stock issued | $ 20,900,000 | ||||||||||||||
Common stock be held back at closing (in shares) | shares | 6.6 | ||||||||||||||
Escrow deposit period | 90 days | ||||||||||||||
Performance and retention plan amount | $ 18,700,000 | ||||||||||||||
Goodwill | 41,446,000 | 41,446,000 | 41,446,000 | ||||||||||||
Solectrac | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Percentage of voting equity interests acquired | 78.60% | ||||||||||||||
Purchase price on cash | $ 17,700,000 | 17,745,000 | |||||||||||||
Escrow trust balances | 2,000,000 | ||||||||||||||
Revenue | 200,000 | ||||||||||||||
Net income (loss) | $ 0 | ||||||||||||||
Purchase price | 24,671,000 | ||||||||||||||
Number of earnouts | lease | 3 | ||||||||||||||
Performance and retention plan amount | $ 6,000,000 | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||||||||||
Percent of battery power | 1.00% | 1.00% | 1.00% | ||||||||||||
Equity interest percentage | 21.40% | ||||||||||||||
Equity ownership percentage | 100.00% | ||||||||||||||
Gain on remeasurement of investment | $ 2,900,000 | ||||||||||||||
Additional consideration | $ 1,600,000 | ||||||||||||||
Goodwill | $ 16,787,000 | $ 16,787,000 | $ 16,787,000 | ||||||||||||
Acquisitions In 2021 | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Amortization expense relating to intangible assets | 1,400,000 | 2,200,000 | |||||||||||||
Goodwill | $ 116,600,000 | 116,600,000 | 116,600,000 | ||||||||||||
Transaction costs | $ 1,300,000 | $ 1,600,000 | |||||||||||||
Amer Global Technology Limited | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Ownership interest disposed | 10.00% | ||||||||||||||
Fintalk Media Inc. | |||||||||||||||
Acquisitions and Divestitures | |||||||||||||||
Ownership interest disposed | 10.00% |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Provisional Estimates of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 11, 2021 | Jun. 10, 2021 | Jan. 15, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets acquired | ||||||
Goodwill | $ 117,072 | $ 1,165 | $ 23,344 | |||
Solectrac | ||||||
Purchase Price | ||||||
Cash paid at closing, including working capital estimates | $ 17,700 | 17,745 | ||||
Fair value of previously held interest | 5,287 | |||||
Fair value of contingent consideration | 1,639 | |||||
Total purchase consideration | 24,671 | |||||
Assets acquired | ||||||
Current assets | 3,011 | |||||
Property, plant and equipment | 30 | |||||
Other assets | 45 | |||||
Goodwill | 16,787 | |||||
Total assets acquired | 26,893 | |||||
Current liabilities | (509) | |||||
Liabilities assumed: | ||||||
Deferred tax liability | (1,713) | |||||
Total liabilities assumed | 2,222 | |||||
Net assets acquired | $ 24,671 | |||||
Weighted average useful life | 7 years 4 months 24 days | |||||
Solectrac | Trade name | ||||||
Assets acquired | ||||||
Intangible assets | $ 4,570 | |||||
Liabilities assumed: | ||||||
Weighted average useful life | 6 years | |||||
Solectrac | Technology | ||||||
Assets acquired | ||||||
Intangible assets | $ 2,450 | |||||
Liabilities assumed: | ||||||
Weighted average useful life | 10 years | |||||
US Hybrid | ||||||
Purchase Price | ||||||
Cash paid at closing, including working capital estimates | $ 30,000 | $ 30,139 | ||||
Fair value of common stock | 20,877 | |||||
Total purchase consideration | $ 50,000 | 51,016 | ||||
Assets acquired | ||||||
Current assets | 4,547 | |||||
Property, plant and equipment | 5 | |||||
Other assets | 52 | |||||
Goodwill | 41,446 | |||||
Total assets acquired | 52,900 | |||||
Current liabilities | (2,083) | |||||
Liabilities assumed: | ||||||
Deferred tax liability | (802) | |||||
Total liabilities assumed | 2,885 | |||||
Net assets acquired | $ 51,016 | |||||
Weighted average useful life | 11 years | |||||
US Hybrid | Trade name | ||||||
Assets acquired | ||||||
Intangible assets | $ 1,740 | |||||
Liabilities assumed: | ||||||
Weighted average useful life | 7 years | |||||
US Hybrid | Technology | ||||||
Assets acquired | ||||||
Intangible assets | $ 5,110 | |||||
Liabilities assumed: | ||||||
Weighted average useful life | 13 years | |||||
Timios | ||||||
Purchase Price | ||||||
Cash paid at closing, including working capital estimates | $ 46,576 | |||||
Total purchase consideration | 46,576 | |||||
Assets acquired | ||||||
Current assets | 7,292 | |||||
Property, plant and equipment | 429 | |||||
Other assets | 49 | |||||
Indefinite lived title plant | 500 | |||||
Goodwill | 24,251 | |||||
Total assets acquired | 56,091 | |||||
Current liabilities | (4,306) | |||||
Liabilities assumed: | ||||||
Deferred tax liability | (5,209) | |||||
Total liabilities assumed | 9,515 | |||||
Net assets acquired | $ 46,576 | |||||
Weighted average useful life | 10 years | |||||
Timios | Trade name | ||||||
Assets acquired | ||||||
Intangible assets | $ 7,780 | |||||
Liabilities assumed: | ||||||
Weighted average useful life | 15 years | |||||
Timios | Lender relationships | ||||||
Assets acquired | ||||||
Intangible assets | $ 14,970 | |||||
Liabilities assumed: | ||||||
Weighted average useful life | 7 years | |||||
Timios | Licenses | ||||||
Assets acquired | ||||||
Intangible assets | $ 1,000 | |||||
Liabilities assumed: | ||||||
Weighted average useful life | 15 years | |||||
WAVE | ||||||
Purchase Price | ||||||
Cash paid at closing, including working capital estimates | $ 15,000 | $ 15,000 | ||||
Fair value of common stock | 32,377 | |||||
Fair value of contingent consideration | 7,657 | |||||
Total purchase consideration | $ 55,000 | 55,034 | ||||
Assets acquired | ||||||
Current assets | 2,130 | |||||
Goodwill | 34,142 | |||||
Total assets acquired | 61,903 | |||||
Current liabilities | (3,778) | |||||
Liabilities assumed: | ||||||
Deferred tax liability | (3,091) | |||||
Total liabilities assumed | 6,869 | |||||
Net assets acquired | $ 55,034 | |||||
Weighted average useful life | 14 years 6 months | |||||
WAVE | Trade name | ||||||
Assets acquired | ||||||
Intangible assets | $ 12,630 | |||||
Liabilities assumed: | ||||||
Weighted average useful life | 15 years | |||||
WAVE | Patent | ||||||
Assets acquired | ||||||
Intangible assets | $ 13,000 | |||||
Liabilities assumed: | ||||||
Weighted average useful life | 0 years |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Estimated Amortization Expense (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
2021 remaining | $ 3,122,000 | |
2022 | 6,244,000 | |
2023 | 6,244,000 | |
2024 | 6,237,000 | |
2025 | 6,229,000 | |
2026 and beyond | 61,350,000 | |
Total | 89,426,000 | $ 29,652,000 |
Acquisitions In 2021 | ||
Business Acquisition [Line Items] | ||
2021 remaining | 3,120,000 | |
2022 | 6,222,000 | |
2023 | 6,222,000 | |
2024 | 6,222,000 | |
2025 | 6,222,000 | |
2026 and beyond | 33,400,000 | |
Total | $ 63,590,000 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Acquisitions and Divestitures | ||||
Total revenue | $ 31,853 | $ 27,332 | $ 64,322 | $ 43,329 |
Net loss attributable to IDEX common shareholders | $ (8,189) | $ (24,306) | $ (13,868) | $ (36,266) |
Earnings (loss) per share | ||||
Diluted (in dollars per share) | $ (0.02) | $ (0.12) | $ (0.02) | $ (0.19) |
Basic (in dollars per share) | $ (0.02) | $ (0.12) | $ (0.03) | $ (0.19) |
Weighted average shares outstanding | ||||
Diluted (in shares) | 438,269,237 | 199,251,191 | 418,089,587 | 188,163,873 |
Basic (in shares) | 438,269,237 | 199,251,191 | 418,089,587 | 188,163,873 |
Accounts Receivable - Accounts
Accounts Receivable - Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts Receivable | ||
Accounts receivable | $ 5,598 | $ 8,619 |
Less: allowance for doubtful accounts | (1,559) | (1,219) |
Accounts receivable, net | $ 4,039 | $ 7,400 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Taxi commission revenue receivables | $ 1,200 | $ 1,200 | |
Changes in the allowance for doubtful accounts | 340 | 1,219 | |
Accounts receivable | $ 1,559 | $ 1,559 | 1,219 |
Guizhou Qianxi Green Environmentally Friendly Taxi Service Co | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Changes in the allowance for doubtful accounts | $ 300 | ||
Accounts receivable | $ 1,200 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at the beginning of the year | $ (1,219) | |
Increase in the allowance for doubtful accounts | (340) | $ (1,219) |
Balance at the end of the year | $ (1,559) | $ (1,219) |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property and Equipment net | ||
Total property and equipment | $ 1,690 | $ 790 |
Less: accumulated depreciation | (632) | (460) |
Property and equipment, net | 1,058 | 330 |
Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | 1,058 | 7,580 |
Furniture and office equipment | ||
Property and Equipment net | ||
Total property and equipment | 902 | 315 |
Vehicle | ||
Property and Equipment net | ||
Total property and equipment | 350 | 229 |
Leasehold improvements | ||
Property and Equipment net | ||
Total property and equipment | 426 | 246 |
Machinery and equipment | ||
Property and Equipment net | ||
Total property and equipment | $ 12 | |
Land | Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | 2,750 | |
Assets retirement obligations - environmental remediation | Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | 4,500 | |
Construction in progress (Fintech Village) | Fintech Village | ||
Property and Equipment net | ||
Property and equipment, net | $ 7,250 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | Jan. 28, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation expense | $ 118,675 | $ 34,256 | $ 209,462 | $ 65,792 | ||
Impairment of assets | $ 200 | |||||
Asset retirement obligations | $ 0 | $ 0 | $ 4,653 | |||
Fintech Village | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Consideration for disposition of assets | $ 2,750 | |||||
Asset retirement obligations | 4,500 | |||||
Loss on disposal of subsidiaries, net | 200 | |||||
Land | Fintech Village | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Carrying value | $ 2,600 |
Property and Equipment, net - A
Property and Equipment, net - Asset retirement obligation (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
January 1, 2021 | $ 4,653 |
June 30, 2021 | $ 4,653 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Jan. 15, 2021 | |
Goodwill [Roll Forward] | ||||
Balance | $ 1,165 | $ 23,344 | ||
Measurement period adjustments | 3,291 | (12,848) | ||
Acquisitions | 100,455 | |||
Adjustment (see Note 2. Restatement of Previously Reported Condensed Consolidated Financial Statements) | 12,879 | |||
Effect of change in foreign currency exchange rates | (14) | (8) | ||
Impairment loss | (9,323) | |||
Disposal of Grapevine | (704) | |||
Balance | 117,072 | $ 1,165 | ||
WAVE | ||||
Goodwill [Roll Forward] | ||||
Balance | $ 34,142 | |||
Percentage of ownership interest acquired | 1.00% | 100.00% |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Amortizing and Indefinite-lived Intangible Assets (Details) | Jan. 01, 2021 | Dec. 31, 2019area | Sep. 30, 2019USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Jun. 11, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Jan. 15, 2021 | Jan. 08, 2021 |
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 0 years | ||||||||||
Gross Carrying Amount | $ 92,517,000 | $ 31,378,000 | |||||||||
Accumulated Amortization | (3,091,000) | (1,726,000) | |||||||||
Total | 89,426,000 | 29,652,000 | |||||||||
Total intangible assets | |||||||||||
Gross Carrying Amount | 93,043,000 | 31,431,000 | |||||||||
Accumulated Amortization | (3,091,000) | (1,726,000) | |||||||||
Net Balance | 89,952,000 | 29,705,000 | |||||||||
Grapevines Logic Inc. | |||||||||||
Total intangible assets | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 1.00% | ||||||||||
Grapevine Logic, Inc. ("Grapevine") | |||||||||||
Amortizing Intangible Assets | |||||||||||
Impairment loss | $ 800,000 | ||||||||||
Total intangible assets | |||||||||||
Equity method investment, ownership percentage | 0.657% | ||||||||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 800,000 | ||||||||||
DBOT | |||||||||||
Total intangible assets | |||||||||||
Equity method investment, ownership percentage | 0.99% | ||||||||||
Finite-lived intangible assets acquired | $ 8,300,000 | ||||||||||
Tree Technologies | |||||||||||
Total intangible assets | |||||||||||
Number of acres | area | 250 | ||||||||||
Percentage of ownership interest acquired | 0.51% | ||||||||||
Timios | |||||||||||
Total intangible assets | |||||||||||
Percentage of ownership interest acquired | 1.00% | 100.00% | |||||||||
WAVE | |||||||||||
Total intangible assets | |||||||||||
Equity method investment, ownership percentage | 1.00% | ||||||||||
Fair value of previously held interest | $ 32,377,000 | ||||||||||
Percentage of ownership interest acquired | 1.00% | 100.00% | |||||||||
Solectrac | |||||||||||
Total intangible assets | |||||||||||
Percentage of ownership interest acquired | 78.60% | ||||||||||
Percent of battery power | 1.00% | ||||||||||
Influencer network | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 2 years | 0 years | |||||||||
Gross Carrying Amount | 1,137,000 | ||||||||||
Accumulated Amortization | (462,000) | ||||||||||
Total | 675,000 | ||||||||||
Customer contract | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 0 years | ||||||||||
Gross Carrying Amount | 500,000 | ||||||||||
Accumulated Amortization | (389,000) | ||||||||||
Total | 111,000 | ||||||||||
Continuing membership agreement | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 18 years | ||||||||||
Gross Carrying Amount | $ 1,179,000 | 1,179,000 | |||||||||
Accumulated Amortization | (634,000) | (619,000) | |||||||||
Total | $ 545,000 | 560,000 | |||||||||
Trade name | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 0 years | ||||||||||
Gross Carrying Amount | 110,000 | ||||||||||
Accumulated Amortization | (17,000) | ||||||||||
Total | 93,000 | ||||||||||
Technology platform | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 1 year | 0 years | |||||||||
Gross Carrying Amount | 290,000 | ||||||||||
Accumulated Amortization | (97,000) | ||||||||||
Total | 193,000 | ||||||||||
Land use rights | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 97 years 6 months | ||||||||||
Gross Carrying Amount | $ 27,279,000 | 28,162,000 | |||||||||
Accumulated Amortization | (276,000) | (142,000) | |||||||||
Total | $ 27,003,000 | 28,020,000 | |||||||||
Timios licenses | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 14 years 6 months | ||||||||||
Gross Carrying Amount | $ 1,000,000 | ||||||||||
Accumulated Amortization | (32,000) | ||||||||||
Total | $ 968,000 | ||||||||||
Timios tradename | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 14 years 6 months | ||||||||||
Gross Carrying Amount | $ 7,780,000 | ||||||||||
Accumulated Amortization | (228,000) | ||||||||||
Total | $ 7,552,000 | ||||||||||
Timos lender relationships | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 6 years 6 months | ||||||||||
Gross Carrying Amount | $ 14,790,000 | ||||||||||
Accumulated Amortization | (928,000) | ||||||||||
Total | $ 13,862,000 | ||||||||||
Timios software in development | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 0 years | ||||||||||
Gross Carrying Amount | $ 425,000 | ||||||||||
Total | $ 425,000 | ||||||||||
WAVE patents | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 39 years 6 months | ||||||||||
Gross Carrying Amount | $ 13,000,000 | ||||||||||
Accumulated Amortization | (493,000) | ||||||||||
Total | $ 12,507,000 | ||||||||||
WAVE tradename | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 14 years 6 months | ||||||||||
Gross Carrying Amount | $ 12,630,000 | ||||||||||
Accumulated Amortization | (385,000) | ||||||||||
Total | $ 12,245,000 | ||||||||||
Software - Solectrac | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 2 years 10 months 24 days | ||||||||||
Gross Carrying Amount | $ 45,000 | ||||||||||
Total | $ 45,000 | ||||||||||
USH - Brand | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 6 years 10 months 24 days | ||||||||||
Gross Carrying Amount | $ 1,740,000 | ||||||||||
Accumulated Amortization | (12,000) | ||||||||||
Total | $ 1,728,000 | ||||||||||
USH - Technology | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 12 years 10 months 24 days | ||||||||||
Gross Carrying Amount | $ 5,110,000 | ||||||||||
Accumulated Amortization | (66,000) | ||||||||||
Total | $ 5,044,000 | ||||||||||
Solectrac - Brand | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 9 years 10 months 24 days | ||||||||||
Gross Carrying Amount | $ 4,570,000 | ||||||||||
Accumulated Amortization | (24,000) | ||||||||||
Total | $ 4,546,000 | ||||||||||
Solectrac - Technology | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 9 years 10 months 24 days | ||||||||||
Gross Carrying Amount | $ 2,450,000 | ||||||||||
Accumulated Amortization | (13,000) | ||||||||||
Total | $ 2,437,000 | ||||||||||
Customer Lists | |||||||||||
Amortizing Intangible Assets | |||||||||||
Impairment loss | 7,100,000 | ||||||||||
Total intangible assets | |||||||||||
Fair value of previously held interest | 600,000 | ||||||||||
Impairment of Intangible Assets (Excluding Goodwill) | 7,100,000 | ||||||||||
Timios Title Plant | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 0 years | ||||||||||
Indefinite lived intangible assets | |||||||||||
Gross Carrying Amount | $ 500,000 | ||||||||||
Net Balance | $ 500,000 | ||||||||||
Website name | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 0 years | ||||||||||
Indefinite lived intangible assets | |||||||||||
Gross Carrying Amount | $ 25,000 | 25,000 | |||||||||
Net Balance | $ 25,000 | 25,000 | |||||||||
Patent | |||||||||||
Amortizing Intangible Assets | |||||||||||
Weighted Average Remaining Useful Life (in years) | 0 years | ||||||||||
Indefinite lived intangible assets | |||||||||||
Gross Carrying Amount | 28,000 | ||||||||||
Net Balance | $ 28,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets | ||||
Amortization expense relating to intangible assets | $ 1,500,000 | $ 500,000 | $ 2,600,000 | $ 900,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Amortization Expenses (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets | ||
2021 remaining | $ 3,122,000 | |
2022 | 6,244,000 | |
2023 | 6,244,000 | |
2024 | 6,237,000 | |
2025 | 6,229,000 | |
2026 and thereafter | 61,350,000 | |
Total amortization to be recognized | $ 89,426,000 | $ 29,652,000 |
Long-term Investments - Schedul
Long-term Investments - Schedule of Long-Term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Long-term Investments. | ||
Non-marketable equity investments | $ 12,032 | $ 4,787 |
Equity method investments | 20,144 | 3,783 |
Total | $ 32,176 | $ 8,570 |
Long-term Investments - Additio
Long-term Investments - Additional Information (Details) € / shares in Units, $ / shares in Units, € in Millions | Jun. 11, 2021USD ($) | Apr. 20, 2021USD ($)$ / sharesshares | Mar. 03, 2021USD ($)$ / sharesshares | Nov. 19, 2020USD ($)shares | Oct. 22, 2020USD ($)$ / sharesshares | Dec. 20, 2019USD ($)directorshares | Jun. 30, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Mar. 31, 2021 | Mar. 03, 2021EUR (€)€ / shares | Jan. 28, 2021USD ($) | Jan. 28, 2021EUR (€) | Jan. 28, 2021GBP (£) | Dec. 20, 2019GBP (£)shares |
Long-term Investments | ||||||||||||||
Number of outstanding shares | shares | 466,354,487 | 344,906,295 | ||||||||||||
Number of total directors | director | 4 | |||||||||||||
Equity securities, FV-NI, cost | $ 1,300,000 | |||||||||||||
Equity method investments | $ 20,144,000 | $ 3,783,000 | ||||||||||||
TM2 | ||||||||||||||
Long-term Investments | ||||||||||||||
Payments to acquire investment | $ 1,200,000 | £ 1,000,000 | ||||||||||||
Number of shares acquired (in shares) | shares | 20 | |||||||||||||
Number of outstanding shares | shares | 1,700,000 | 1,700,000 | ||||||||||||
Number of directors to be appointed | director | 1 | |||||||||||||
Equity method investment, ownership percentage | 10.00% | 10.00% | ||||||||||||
Equity method investments | 3,099,000 | 1,227,000 | ||||||||||||
Solectrac | ||||||||||||||
Long-term Investments | ||||||||||||||
Payments to acquire investment | $ 1,300,000 | |||||||||||||
Number of shares acquired (in shares) | shares | 1,300,000 | |||||||||||||
Equity method investment, ownership percentage | 24.30% | |||||||||||||
Equity method investments | 2,556,000 | |||||||||||||
Non Marketable Equity Investments | ||||||||||||||
Long-term Investments | ||||||||||||||
Impairment loss with respect to one non-marketable equity investment | $ 0 | $ 0 | ||||||||||||
FNL Technologies | ||||||||||||||
Long-term Investments | ||||||||||||||
Percentage of ownership interest | 100.00% | 29.00% | ||||||||||||
Solectrac | ||||||||||||||
Long-term Investments | ||||||||||||||
Equity ownership percentage | 100.00% | |||||||||||||
Cash paid at closing, including working capital estimates | $ 17,700,000 | $ 17,745,000 | ||||||||||||
Percentage of ownership interest acquired | 78.60% | |||||||||||||
Solectrac | Solectrac | ||||||||||||||
Long-term Investments | ||||||||||||||
Percentage of battery-powered electric tractors dealt | 100.00% | |||||||||||||
Technology Metals Investment | Non Marketable Equity Investments | ||||||||||||||
Long-term Investments | ||||||||||||||
Payments to acquire investment | $ 2,100,000 | € 1.5 | ||||||||||||
Equity financing threshold | £ | £ 1,000,000 | |||||||||||||
Energica Investment | ||||||||||||||
Long-term Investments | ||||||||||||||
Payments to acquire investment | $ 13,600,000 | € 10.1 | ||||||||||||
Equity method investment, ownership percentage | 20.00% | 20.00% | ||||||||||||
Share selling, restriction period | 90 days | |||||||||||||
Common stock issued through equity method (in shares) | shares | 6,100,000 | |||||||||||||
Subscription price (in dollars per share) | (per share) | $ 2.21 | € 1.78 | ||||||||||||
Investment net assets | 11,200,000 | |||||||||||||
Aggregate market value of shares owned | $ 23,200,000 | |||||||||||||
FNL Technologies | ||||||||||||||
Long-term Investments | ||||||||||||||
Issuance of shares of Ideanomics common stock to investee (in shares) | shares | 100,000 | |||||||||||||
Received share of common stock (in shares) | shares | 600,000 | |||||||||||||
Equity conversion of common stock (in shares) | shares | 30,902 | |||||||||||||
FNL Technologies | Common Stock | ||||||||||||||
Long-term Investments | ||||||||||||||
Subscription price (in dollars per share) | $ / shares | $ 8.09 | |||||||||||||
Amount converted for future equity | $ 250,000 | |||||||||||||
FNL Technologies | Cash | ||||||||||||||
Long-term Investments | ||||||||||||||
Equity method investments | $ 2,900,000 | |||||||||||||
Solectrac | ||||||||||||||
Long-term Investments | ||||||||||||||
Number of shares acquired (in shares) | shares | 1,400,000 | |||||||||||||
Percentage of shares acquired | 1.00% | 15.00% | ||||||||||||
Consideration per share (in dollars per share) | $ / shares | $ 0.91 |
Long-term Investments - Equity
Long-term Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule Of Equity Method Investment [Roll Forward] | ||||
Beginning balance | $ 3,783 | |||
Addition | 19,212 | |||
Income (loss) on investment | $ (461) | $ (12) | (698) | $ (15) |
Reclassification to equity method investee | 250 | |||
Reclassification to subsidiaries | (2,372) | |||
Dilution loss due to investee share issuance | (31) | |||
Ending balance | 20,144 | 20,144 | ||
Energica | ||||
Schedule Of Equity Method Investment [Roll Forward] | ||||
Addition | 13,555 | |||
Income (loss) on investment | (264) | |||
Ending balance | 13,291 | 13,291 | ||
Solectrac | ||||
Schedule Of Equity Method Investment [Roll Forward] | ||||
Beginning balance | 2,556 | |||
Income (loss) on investment | (153) | |||
Reclassification to subsidiaries | (2,372) | |||
Dilution loss due to investee share issuance | (31) | |||
TM2 | ||||
Schedule Of Equity Method Investment [Roll Forward] | ||||
Beginning balance | 1,227 | |||
Addition | 2,153 | |||
Income (loss) on investment | (281) | |||
Ending balance | 3,099 | 3,099 | ||
FNL Technologies | ||||
Schedule Of Equity Method Investment [Roll Forward] | ||||
Addition | 3,504 | |||
Reclassification to equity method investee | 250 | |||
Ending balance | $ 3,754 | $ 3,754 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($)lease | Mar. 31, 2020USD ($)lease | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($)lease | Dec. 31, 2020USD ($) | |
Operating Leased Assets [Line Items] | ||||||
Operating right of use assets | $ 5,649 | $ 5,649 | $ 155 | |||
Operating lease liability | 5,571 | 5,571 | $ 100 | |||
Lease payments | $ 311 | $ 293 | $ 476 | $ 846 | ||
Weighted-average remaining lease term (in years) | 3 years 9 months 18 days | 3 years 9 months 18 days | ||||
Average discount rate (as a percent) | 3.50% | 3.50% | ||||
Gain on settlement | $ 0 | 802 | ||||
Terminated and Vacated Lease | ||||||
Operating Leased Assets [Line Items] | ||||||
Operating lease liability | 900 | $ 900 | ||||
Number of leases | lease | 1 | |||||
Impairment loss | $ 900 | |||||
Gain on settlement | $ 800 | |||||
Notes Payable, Other Payables | Lease Settlement Payable | ||||||
Operating Leased Assets [Line Items] | ||||||
Interest rate | 4.00% | 4.00% | ||||
Notes payable | $ 100 | $ 100 | ||||
New York City Headquarter | ||||||
Operating Leased Assets [Line Items] | ||||||
Operating lease liability | $ 5,800 | $ 5,800 | ||||
Number of leases | lease | 2 | 2 | ||||
Impairment loss | $ 5,300 |
Leases - Lease Expense and Supp
Leases - Lease Expense and Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 279 | $ 399 | $ 448 | $ 856 |
Short-term lease cost | 170 | 107 | 259 | 197 |
Sublease income | (32) | (64) | ||
Total | 449 | 474 | 707 | 989 |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | 311 | $ 293 | 476 | 846 |
Right of use assets obtained in exchange for new operating lease liabilities | $ 2,955 | $ 4,718 | $ 322 |
Leases - Maturity of Operating
Leases - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases | ||
2021 | $ 917 | |
2022 | 1,768 | |
2023 | 1,694 | |
2024 | 772 | |
2025 | 378 | |
2026 and thereafter | 478 | |
Total lease payments | 6,007 | |
Less: interest | (436) | |
Total | $ 5,571 | $ 100 |
Promissory Notes - Schedule of
Promissory Notes - Schedule of Promissory Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Principal Amount | $ 81,224 | $ 565 |
Carrying Amount | 82,472 | 568 |
Vendor Note Payable | ||
Short-term Debt [Line Items] | ||
Principal Amount | 105 | 105 |
Carrying Amount | $ 105 | 105 |
Vendor Note Payable | Minimum | ||
Short-term Debt [Line Items] | ||
Interest Rate | 0.25% | |
Vendor Note Payable | Maximum | ||
Short-term Debt [Line Items] | ||
Interest Rate | 4.00% | |
Small Business Association Paycheck Protection Program | ||
Short-term Debt [Line Items] | ||
Interest Rate | 1.00% | |
Principal Amount | $ 1,119 | 460 |
Carrying Amount | $ 1,123 | 463 |
Promissory Note | ||
Short-term Debt [Line Items] | ||
Interest Rate | 4.00% | |
Principal Amount | $ 80,000 | |
Carrying Amount | 81,244 | |
Convertible Note | ||
Short-term Debt [Line Items] | ||
Less: Current portion | $ (82,472) | $ (568) |
Promissory Notes - Additional I
Promissory Notes - Additional Information (Details) $ / shares in Units, shares in Millions | Feb. 08, 2021USD ($)$ / shares | Jan. 28, 2021USD ($) | Jan. 15, 2021USD ($)$ / shares | Jan. 04, 2021USD ($)$ / shares | Nov. 10, 2020 | May 13, 2020USD ($)installment | May 03, 2020USD ($)installment | May 01, 2020USD ($)installment | Apr. 10, 2020USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020lease |
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 81,224,000 | $ 81,224,000 | $ 565,000 | ||||||||||||
Interest expense | $ 8,900,000 | $ 12,000,000 | |||||||||||||
Amortization | 8,600,000 | 11,400,000 | |||||||||||||
Operating lease liability | 5,571,000 | 5,571,000 | 100,000 | ||||||||||||
Unpaid consideration | 220,000,000 | 2,000,000 | |||||||||||||
Terminated and Vacated Lease | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of leases | lease | 1 | ||||||||||||||
Operating lease liability | 900,000 | 900,000 | |||||||||||||
$80.0 Million Convertible Debenture due August 8, 2021 - YA II PN | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Senior secured convertible note | $ 80,000,000 | ||||||||||||||
Proceeds from convertible debt | $ 80,000,000 | ||||||||||||||
Interest expense | 800,000 | 1,200,000 | |||||||||||||
Interest rate | 4.00% | ||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 4.95 | ||||||||||||||
$80.0 Million Convertible Debenture due August 8, 2021 - YA II PN | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 18.00% | ||||||||||||||
Security purchase agreement pursuant of YA II PN, Ltd | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from convertible debt | $ 2,000,000 | ||||||||||||||
$37.5 Million Convertible Debenture due July 4 2021 - YA II PN | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Senior secured convertible note | $ 37,500,000 | ||||||||||||||
Proceeds from convertible debt | $ 37,500,000 | ||||||||||||||
Interest expense | $ 0 | 25,479 | |||||||||||||
Interest rate | 4.00% | ||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 2 | ||||||||||||||
Closing of shares of common stock value | shares | 18.8 | ||||||||||||||
$37.5 Million Convertible Debenture due July 4 2021 - YA II PN | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 18.00% | ||||||||||||||
$37.5 Million Convertible Debenture due July 15 2021 - YA II PN | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Senior secured convertible note | $ 37,500,000 | ||||||||||||||
Proceeds from convertible debt | $ 37,500,000 | ||||||||||||||
Interest expense | $ 0 | 46,301 | |||||||||||||
Interest rate | 4.00% | ||||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 3.31 | ||||||||||||||
Closing of shares of common stock value | shares | 11.3 | ||||||||||||||
$37.5 Million Convertible Debenture due July 15 2021 - YA II PN | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 18.00% | ||||||||||||||
$65.0 Million Convertible Debenture due July 28 2021 - YA II PN | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Senior secured convertible note | $ 65,000,000 | ||||||||||||||
Proceeds from convertible debt | $ 65,000,000 | ||||||||||||||
Interest expense | $ 0 | 53,699 | |||||||||||||
Interest rate | 4.00% | ||||||||||||||
Closing of shares of common stock value | shares | 15.8 | ||||||||||||||
$65.0 Million Convertible Debenture due July 28 2021 - YA II PN | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 18.00% | ||||||||||||||
Vendor Note Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 105,000 | 105,000 | $ 105,000 | ||||||||||||
Paycheck Protection Program | Unsecured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | $ 909 | $ 2,048 | |||||||||||||
Interest rate | 1.00% | ||||||||||||||
Debt instruments, number of installments | 18 | ||||||||||||||
Debt instrument, installment payable | $ 18,993 | ||||||||||||||
Unpaid consideration | $ 300,000 | ||||||||||||||
DBOT | Vendor Note Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | $ 100,000 | ||||||||||||||
Interest rate | 0.25% | 4.00% | 4.00% | ||||||||||||
Initial executed an unsecured promissory note | $ 30,000 | ||||||||||||||
Unsecured promissory note | $ 60,000 | ||||||||||||||
Debt instruments, number of installments | installment | 2 | ||||||||||||||
Debt instrument, installment payable | $ 30,000 | ||||||||||||||
Operating lease liability | $ 900,000 | $ 900,000 | |||||||||||||
US Hybrid | Paycheck Protection Program | Unsecured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 1.00% | ||||||||||||||
Unpaid consideration | $ 500,000 | ||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Paycheck Protection Program | Unsecured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 1.00% | ||||||||||||||
Debt instruments, number of installments | installment | 18 | ||||||||||||||
Debt instrument, installment payable | $ 7,000 | ||||||||||||||
Unpaid consideration | $ 100,000 | ||||||||||||||
WAVE | Paycheck Protection Program | Unsecured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate | 1.00% | ||||||||||||||
Debt instruments, number of installments | installment | 18 | ||||||||||||||
Debt instrument, installment payable | $ 12,630 | ||||||||||||||
Unpaid consideration | $ 300,000 | ||||||||||||||
Accrued Interest | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | 15,600,000 | 15,600,000 | |||||||||||||
Long-term debt | $ 10,800,000 | $ 10,800,000 |
Stockholders' Equity, Convert_3
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest - Additional Information (Details) $ / shares in Units, $ in Thousands, ¥ in Millions | Jun. 11, 2021shares | Feb. 26, 2021USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)installment | Mar. 31, 2020CNY (¥)installment | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020shares | Jun. 30, 2021CNY (¥)shares | Dec. 31, 2020$ / sharesshares |
Stockholders Equity [Line Items] | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Installments of remaining capital contribution | ¥ | ¥ 50 | |||||||||
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Aggregate offering price | $ | $ 150,000 | |||||||||
Common stock, share price calculated as a percentage of market price | 0.03% | |||||||||
Proceeds from issuance of stock | $ | $ 74,300 | $ 127,800 | ||||||||
Commission and transaction fees | $ | 2,300 | $ 4,000 | ||||||||
Share percentage of Market Price, option one | 0.95% | |||||||||
Share percentage of Market Price, option two | 0.96% | |||||||||
Common stock issuance | $ | $ 27,300 | $ 32,502 | ||||||||
Number of shares issued for acquisition (in shares) | 500,000 | |||||||||
Convertible preferred stock | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Number of shares issued for acquisition (in shares) | 25,500,000 | 27,900,000 | ||||||||
Series A Preferred Stock | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Preferred stock, shares issued (in shares) | 7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | ||||||
Common Stock | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Number of shares issued (in shares) | 25,300,000 | 42,900,000 | ||||||||
Common stock issuance (in shares) | 10,000,000 | 34,473,719 | ||||||||
Common stock issuance | $ | $ 10 | $ 35 | ||||||||
Warrants | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Number of shares issued for acquisition (in shares) | 10,300,000 | |||||||||
Private Placement | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Number of shares authorized (in shares) | 80,400,000 | |||||||||
Period of selling stock | 36 months | |||||||||
Consecutive trading days, option one | 2 days | |||||||||
Consecutive trading days, option two | 5 days | |||||||||
Stock ownership percentage limitation | 4.99% | |||||||||
Private Placement | Common Stock | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Common stock issuance (in shares) | 10,000,000 | 34,500,000 | ||||||||
Common stock issuance | $ | $ 27,300 | |||||||||
Number of shares issued for acquisition (in shares) | 34,500,000 | |||||||||
Qingdao Xingyang City Investment | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Aggregate investment | $ 28,000 | $ 28,000 | ¥ 200 | |||||||
Payments for investments | ¥ | 50 | |||||||||
Remaining capital contribution | $ 21,000 | ¥ 150 | ||||||||
Number of installments | installment | 3 | 3 | ||||||||
Installments of remaining capital contribution | ¥ | ¥ 7 | |||||||||
Dividend rate | 0.06% | 0.06% | 0.06% | |||||||
Period to sell investments | 1 year | 1 year | ||||||||
Period to redeem investments | 3 years | 3 years | ||||||||
DBOT | ||||||||||
Stockholders Equity [Line Items] | ||||||||||
Number of shares issued for acquisition (in shares) | 11,300,000 |
Stockholders' Equity, Convert_4
Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | $ 7,485 | |||
Loss attributable to non-controlling interest | $ 203 | $ 28 | 367 | $ 300 |
Ending balance | 7,716 | 7,716 | ||
Qingdao Xingyang City Investment | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||
Beginning balance | 7,485 | 0 | ||
Initial investment | 0 | 7,047 | ||
Accretion of dividend | 231 | 213 | ||
Loss attributable to non-controlling interest | (175) | (80) | ||
Adjustment to redemption value | 175 | 80 | ||
Ending balance | $ 7,716 | $ 7,260 | $ 7,716 | $ 7,260 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, ¥ in Millions, shares in Millions | Apr. 20, 2021USD ($) | Jun. 05, 2020USD ($)$ / sharesshares | May 01, 2020USD ($) | Apr. 10, 2020USD ($) | May 31, 2020USD ($) | May 31, 2020CNY (¥) | Nov. 30, 2019USD ($)installment | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | May 10, 2021USD ($) | Apr. 10, 2021USD ($) | May 31, 2020CNY (¥) | Nov. 25, 2019USD ($)$ / shares | Feb. 08, 2019USD ($)$ / shares | May 10, 2012$ / shares |
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | $ 81,224,000 | $ 81,224,000 | $ 81,224,000 | $ 565,000 | |||||||||||||||
Amount due to related parties | 1,111,000 | 1,111,000 | 1,111,000 | 882,000 | |||||||||||||||
Interest expense | $ 8,900,000 | $ 12,000,000 | |||||||||||||||||
Accrued expenses, salary and other current liabilities | 8,975,000 | (1,919,000) | |||||||||||||||||
Salary, severance and expenses | 100,000 | ||||||||||||||||||
Payables from related party | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||||||
Professional fees | 7,439,000 | 2,372,000 | 12,607,000 | 4,128,000 | |||||||||||||||
Amount due from related parties | 294,000 | 294,000 | 294,000 | 240,000 | |||||||||||||||
Common stock issuance | 27,300,000 | $ 32,502,000 | |||||||||||||||||
Payments to acquire equity Interest | 100,579,000 | 0 | |||||||||||||||||
Unpaid consideration | 220,000,000 | $ 2,000,000 | |||||||||||||||||
Paycheck Protection Program | Unsecured Debt | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||||
Interest expense | 909 | 2,048 | |||||||||||||||||
Unpaid consideration | $ 300,000 | ||||||||||||||||||
Service agreement with SSSIG | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due to other related parties | 600,000 | 600,000 | 600,000 | ||||||||||||||||
Related party transaction, amounts of transaction | 1,400,000 | ||||||||||||||||||
Professional fees | 400,000 | 400,000 | |||||||||||||||||
Glory | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due to other related parties | 500,000 | ||||||||||||||||||
Amount due from related parties | 200,000 | 200,000 | 200,000 | 300,000 | |||||||||||||||
Amounts due from related party | 200,000 | ||||||||||||||||||
Borrowing from Dr. Wu. and his affiliates | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Amount due to related parties | 200,000 | 200,000 | 200,000 | 200,000 | |||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | ||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 2.6 | ||||||||||||||||||
Debt conversion, amount | $ 1,500,000 | ||||||||||||||||||
Debt instrument, increase (decrease), net | $ 400,000 | 400,000 | |||||||||||||||||
Payables from related party | 700,000 | 700,000 | 700,000 | 600,000 | |||||||||||||||
Borrowing from Dr. Wu. and his affiliates | Service agreement with SSSIG | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Amount due to related parties | $ 400,000 | 400,000 | $ 400,000 | ||||||||||||||||
Accrued expenses, salary and other current liabilities | 400,000 | ||||||||||||||||||
Shenma | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Common stock issuance | $ 4,900,000 | ||||||||||||||||||
Number of installments | installment | 6 | ||||||||||||||||||
Payments to acquire equity Interest | $ 500,000 | $ 500,000 | |||||||||||||||||
Shenma | Qianxi | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Percentage of ownership interest | 1.72% | ||||||||||||||||||
Seven Stars Innovative Industries Group Limited | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Percentage of owned party | 50.00% | 50.00% | |||||||||||||||||
Beijing Financial Holdings Limited | Borrowing from Dr. Wu. and his affiliates | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | $ 0.59 | |||||||||||||||||
Debt instrument, increase (decrease), net | $ 400,000 | ||||||||||||||||||
Zhu Note Receivable | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Note receivable | $ 1,400,000 | ¥ 10 | |||||||||||||||||
Note receivable due one month from disbursement | 10,500,000 | ¥ 1.5 | |||||||||||||||||
Repayment of note receivable | $ 10,500,000 | ¥ 1.5 | |||||||||||||||||
Zhu Note Receivable | Seven Stars Founder Space Industrial Pte. Ltd | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Percentage of owned party | 50.00% | 50.00% | |||||||||||||||||
FNL Technologies | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Unpaid consideration | $ 100,000 | ||||||||||||||||||
Grapevine Logic, Inc. ("Grapevine") | Paycheck Protection Program | Unsecured Debt | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||||
Unpaid consideration | $ 100,000 | ||||||||||||||||||
Convertible Note | Mr. Shane McMahon | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | $ 3,000,000 | $ 3,000,000 | |||||||||||||||||
Amount due to related parties | $ 3,000,000 | ||||||||||||||||||
Interest rate | 4.00% | ||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | $ 1.75 | |||||||||||||||||
Conversion price of convertible note after amendment (in dollars per share) | $ / shares | $ 1.50 | ||||||||||||||||||
Interest expense | 21,041 | $ 50,959 | |||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 5.1 | ||||||||||||||||||
Interest payable | $ 300,000 | ||||||||||||||||||
$2.5 Million Convertible Promissory Note | SSSIG | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Advance received without any interest | $ 1,300,000 | ||||||||||||||||||
Convertible promissory note amount not received | 1,200,000 | ||||||||||||||||||
$2.5 Million Convertible Promissory Note | SSSIG | Bruno Wu ("Mr.Wu") | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | $ 2,500,000 | ||||||||||||||||||
Interest rate | 4.00% | ||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 0.59 | $ 1.83 | |||||||||||||||||
Interest expense | 9,057 | 21,546 | |||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 2.2 | ||||||||||||||||||
$1.0 Million Convertible Promissory Note | SSSIG | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Shares issued upon conversion of debt (in shares) | shares | 0.4 | ||||||||||||||||||
Convertible promissory note amount not received | $ 250,000 | ||||||||||||||||||
$1.0 Million Convertible Promissory Note | SSSIG | Bruno Wu ("Mr.Wu") | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||
Interest rate | 4.00% | ||||||||||||||||||
Conversion price of note convertible (in dollars per share) | $ / shares | $ 1.25 | ||||||||||||||||||
Conversion price of convertible note after amendment (in dollars per share) | $ / shares | $ 0.59 | ||||||||||||||||||
Interest expense | $ 2,493 | $ 4,301 | |||||||||||||||||
$1.0 Million Convertible Promissory Note | SSSIG | Borrowing from Dr. Wu. and his affiliates | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Convertible promissory note amount not received | $ 750,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 03, 2020 | Aug. 03, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding to purchase shares of common stock (in shares) | 17,710,657 | 17,710,657 | 25,087,416 | ||||
Warrants outstanding (in shares) | 1,100,000 | 1,100,000 | 900,000 | ||||
Share-based payments expense | $ 2,000,000 | $ 3,400,000 | $ 4,000,000 | $ 5,600,000 | |||
Unrecognized compensation expense related to non-vested share options | $ 10,400,000 | $ 10,400,000 | |||||
Weighted average period for recognition related to non-vested stock options (in years) | 1 year 3 months 18 days | ||||||
Total intrinsic value of shares exercised | $ 5,249,163 | 59,847 | |||||
Total fair value of vested shares | 2,800,000 | 5,500,000 | |||||
Cash received from options exercised | $ 7,800,000 | $ 0 | |||||
Weighted average exercise price of warrants (in dollars per share) | $ 4 | $ 4 | |||||
Weighted average remaining life of warrants (in years) | 1 year 1 month 6 days | ||||||
Unrecognized compensation cost related to unvested restricted shares | $ 0 | $ 0 | |||||
2010 Stock Incentive Plan ("the Plan") | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized for issuance (in shares) | 31,500,000 | 56,800,000 | |||||
Number of options available for issuance (in shares) | 26,800,000 | 26,800,000 | |||||
Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding to purchase shares of common stock (in shares) | 17,700,000 | 17,700,000 | |||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding to purchase shares of common stock (in shares) | 100,000 | 100,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Options Outstanding | ||
Beginning balance (in shares) | 25,087,416 | |
Granted (in shares) | 3,722,000 | |
Exercised (in shares) | (5,249,500) | |
Expired (in shares) | (2,891,509) | |
Forfeited (in shares) | (2,957,750) | |
Ending balance (in shares) | 17,710,657 | |
Vested at end of period (in shares) | 10,841,824 | |
Expected to vest at end of period (in shares) | 6,868,833 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.29 | |
Granted (in dollars per share) | 2.76 | |
Exercised (in dollars per share) | 1.55 | |
Expired (in dollars per share) | 1.73 | |
Forfeited (in dollars per share) | 0.58 | |
Ending balance (in dollars per share) | 1.57 | |
Vested at end of period (in dollars per share) | 1.43 | |
Expected to vest at end of period (in dollars per share) | $ 1.79 | |
Weighted Average Remaining Contractual Life (Years) | ||
Outstanding | 8 years 6 months 29 days | |
Vested at end of period (in years) | 8 years 14 days | |
Expected to vest at end of period (in years) | 9 years 5 months 8 days | |
Aggregate Intrinsic Value | ||
Outstanding at beginning period | $ 0 | |
Exercised | 5,249,163 | $ 59,847 |
Outstanding at end of period | 23,635,755 | |
Vested at end of period | 16,073,579 | |
Expected to vest at end of period | $ 7,562,176 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used to Estimate the Fair Values (Details) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Risk free interest rate, minimum | 0.51% | |
Risk free interest rate, maximum | 1.01% | |
Risk free interest rate | 0.40% | |
Minimum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term (in years) | 5 years 6 months 3 days | 5 years 4 months 13 days |
Expected volatility | 120.45% | 100.98% |
Maximum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term (in years) | 5 years 6 months 14 days | 5 years 5 months 15 days |
Expected volatility | 122.39% | 101.55% |
Share-Based Compensation - Warr
Share-Based Compensation - Warrants (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 1,100,000 | 900,000 |
Exercise price of warrants (in dollars per share) | $ 4 | |
Service providers | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 200,000 | 200,000 |
Exercise price of warrants (in dollars per share) | $ 5 | |
Service providers | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 700,000 | 700,000 |
Exercise price of warrants (in dollars per share) | $ 2.50 | |
Service provider | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 100,000 | |
Exercise price of warrants (in dollars per share) | $ 7.50 | |
Service provider | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants Outstanding and Exercisable | 100,000 | |
Exercise price of warrants (in dollars per share) | $ 9 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share - Summary of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings (Loss) Per Common Share | ||||
Net loss attributable to IDEX common shareholders | $ (7,262) | $ (26,578) | $ (13,675) | $ (38,928) |
Basic weighted average common shares outstanding (in shares) | 433,098,279 | 180,034,278 | 412,230,966 | 168,946,960 |
Effect of dilutive securities | ||||
Convertible preferred shares- Series A (in shares) | 0 | 0 | 0 | 0 |
Convertible promissory notes (in shares) | 0 | 0 | 0 | 0 |
Diluted potential common shares (in shares) | 433,098,279 | 180,034,278 | 412,230,966 | 168,946,960 |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ (0.02) | $ (0.15) | $ (0.03) | $ (0.23) |
Diluted (in dollars per share) | $ (0.02) | $ (0.15) | $ (0.03) | $ (0.23) |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share - Computation of Diluted Earnings Loss Per Share (Details) - shares shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 37,093 | 28,018 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,100 | 900 |
Options and RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 17,795 | 25,172 |
Series A Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 933 | 933 |
DBOT contingent shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,013 | 1,013 |
Convertible promissory note and interest | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 16,252 | 0 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($)item | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Operating Loss Carryforwards [Line Items] | |||||||
Income tax expense (benefit) | $ (1,570) | $ (8,825) | |||||
Number of businesses acquired | 4 | 4 | |||||
Deferred tax liabilities recognized | 2,700 | 11,000 | |||||
Income tax benefit | 1,700 | 9,100 | |||||
Income tax expense related to current operations | 0 | 0 | |||||
Income tax expense | $ 0 | $ 0 | |||||
Valuation allowance (percentage) | 100.00% | 100.00% | |||||
Unrecognized tax positions | 0 | $ 0 | 0 | $ 0 | $ 0 | ||
Timios and WAVE | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Net state deferred tax liabilities | $ 100 | $ 300 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jul. 19, 2019USD ($) |
Commitments and Contingencies | |
Settlement in principle, subject to finalizing a settlement agreement and approval of the Court | $ 5 |
Contingent Consideration - Summ
Contingent Consideration - Summary of Financial Instruments (Details) - USD ($) $ in Thousands | Jan. 15, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
DBOT | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 649 | $ 649 | ||
Number of common stock issued (in shares) | 0 | 11,300,000 | ||
Tree Technologies | ||||
Fair Value Measurements | ||||
Contingent consideration | 6,404 | $ 6,404 | ||
WAVE | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 7,657 | $ 7,657 | ||
Number of common stock issued (in shares) | 12,600,000 | 2,400,000 | ||
Percent of consents to be received | 100.00% | |||
Solectrac | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 1,639 | $ 1,639 | ||
Contingent consideration period (in years) | 3 years | |||
Level III | DBOT | ||||
Fair Value Measurements | ||||
Contingent consideration | 649 | $ 649 | ||
Level III | Tree Technologies | ||||
Fair Value Measurements | ||||
Contingent consideration | 6,404 | 6,404 | ||
Level III | WAVE | ||||
Fair Value Measurements | ||||
Contingent consideration | 7,658 | 7,658 | ||
Level III | Solectrac | ||||
Fair Value Measurements | ||||
Contingent consideration | $ 1,639 | $ 1,639 |
Contingent Consideration - Reco
Contingent Consideration - Reconciliation of Level 3 Fair Value Measurements (Details) - Contingent Consideration $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 8,960 |
Addition | 9,296 |
Remeasurement loss/(gain) recognized in the statement of operations | (1,907) |
Ending balance | $ 16,349 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Thousands, € in Millions | Aug. 12, 2021USD ($) | Aug. 02, 2021USD ($) | Jul. 26, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Aug. 01, 2021USD ($)shares | Aug. 01, 2021EUR (€)shares |
Subsequent Event [Line Items] | |||||||
Cash paid for interest | $ 0 | $ 311 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Investment in subscription arrangement | $ 25,000 | ||||||
Investment in subscription arrangement, period | 3 years | ||||||
Investment payments | $ 600 | ||||||
Subsequent Event | Private Placement | |||||||
Subsequent Event [Line Items] | |||||||
Investment consideration (up to) | $ 350,000 | ||||||
Subsequent Event | Prettl Electronics Automotive | |||||||
Subsequent Event [Line Items] | |||||||
Investments | $ 8,900 | € 7.5 | |||||
Preferred stock, investment (in shares) | shares | 11,175 | 11,175 | |||||
Subsequent Event | Unsecured Debt | Convertible Debenture | |||||||
Subsequent Event [Line Items] | |||||||
Repayment of debenture | $ 80,000 | ||||||
Cash paid for interest | $ 1,600 |